Updated December 4, 2019

This user license and terms of use agreement (“Agreement”) is a legal contract between you and Working Not Working, located at 223 N 8th Street #S2B Brooklyn, NY 11211 (“WNW” or “we”).

By accessing the workingnotworking.com website (“Website”) and using its services and its applications, software, scripts, and any related documentation (this information and Website collectively, the “Services”), you consent to and are accepting to be bound by the terms of this Agreement and agree to comply with all of the terms and conditions of use set forth in this Agreement, so please carefully review this Agreement.  If you violate this Agreement, we reserve the right to deny you access to the Website, together with any and all other legal remedies.  If there are inconsistencies between our Privacy Policy and this Agreement, the Privacy Policy controls.

This Agreement includes the terms and conditions set forth herein, and also our Privacy Policy, which is available on our Website here.

I. General Conditions

     a. What We Offer.  WNW offers a platform through which creative individuals (“Creatives”) and the companies who want creative services (“Hirers”) may reach each other, without the added expense of engagement an Agent (defined below in I(b)(iii)), to among other things exchange information and communications and invoice and make and/or accept payments between one another for creative services (“Engagement”). WNW only provides a service to help effectuate this Engagement. WNW does not offer employment. WNW does not guarantee the quality of the work provided by Creative or the reliability of or payment by the Hirer or any aspect of the legality or substance or content of the Engagement.  Other than through a separate service called “Human”, WNW is not a party to any dealings or other engagements between Creative and Hirer made through this Website. Those dealings and engagements remain solely between the Creative, Hirer and their respective representatives, if any.

     b. Eligibility for Use of Our Services.  

    i. You may only use the Services if you are (a) over eighteen (18) years old or (b) allowed by law to enter into a binding contract and agree for us to process your Information (or provide parental consent by emailing such consent to support@workingnotworking.com). 

     ii. You must be a Creative or a Hirer, as defined below:

1. You are either a “Creative” such as writer, editor, designer, illustrator, developer, animator, photographer, director, or producer. 

OR

2. You are a Hirer, such as the hiring manager, project manager, or other authorized representative of a company directly in need of Creative for your project. 

     iii. The Website and the Services available through the Website are NOT open to staffing agencies, placement agencies, recruiters, or headhunters (“Agents”). Such use is strictly prohibited. WNW will not open an account for Agents, or anyone suspected of being an Agent. WNW explicitly reserves the right to cancel the account of an Agent, or suspected Agent, for violating this Agreement. Such cancellations will be made without the right to a refund.  

     c. Refusal of Services.  We reserve the right to refuse Services to anyone for any reason at anytime, including but not limited to breaches of this Agreement, reasonably suspected misuse of the services or concerns about actual or suspected unauthorized access or security breaches.

     d. Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this.

    e.  Definitions:

  1. "Information" means data, text, graphics, music, sound, photographs, logos, animations, source code, object code, HTML files, software, videos, design, images, content, content submissions, communications and the compilation thereof, including personal and financial information, that you submit or transmit to, through, or in connection with the Website and WNW’s Services, including, without limitation, information that you publicly display and/or is displayed in your account profile. 
  2. “WNW Information" means data, text, graphics, music, sound, photographs, logos, animations, source code, object code, HTML files, software, videos, design, images, content, and communications and the compilation thereof that we create and make available in connection with the Website and our Services. 
  3. "Third-Party Information" means data, text, graphics, music, sound, photographs, logos, animations, source code, object code, HTML files, software, videos, design, images, content, and communications and the compilation thereof that originates from parties other than you or us but which is made available or published on the Website or concerning WNW Services. 
  4. “Intellectual Property Rights” means copyright, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, moral rights, and any other proprietary rights.

II. Non-Exclusive, Non-Transferable License To Use Our Website & Services

  1. WNW grants you a limited, revocable, non-exclusive, non-transferable license to use our Website and Services and view, copy, and print WNW Information on the Website and from the Services for your personal and limited commercial purposes as long as they do not violate any other aspect of this Agreement or the law, including our Intellectual Property Rights or the Intellectual Property Rights of another.
  2. WNW reserves the right to terminate or limit your access to the Website and/or the licenses granted herein for any reason and in our sole discretion.
  3. WNW reserves the right to, at any time, temporarily or permanently, modify or discontinue any features associated with the Services with or without notice and for any reason, including performing maintenance, repairs or upgrades.  
  4. WNW remains the sole owner of all rights, title, and interest in the WNW Information and Services. WNW reserves all rights.

 
III. Your Information and Removal.

  1. As a Creative or Hirer you may submit your Information to the Service and we will use your Information consistent with the terms of our Privacy Policy and this Agreement.
  2. WNW does not pre-screen your Information or review it for accuracy or correctness. You are responsible for determining the limitations that are placed on your Information. 
  3. Your Information does not necessarily reflect the opinion of WNW.
  4. You represent and warrant:
  5.  the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Information does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
  6. You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize WNW and users of the Website or Services to use your Information as necessary to exercise the licenses granted by You under this Agreement;
  7. You have the written consent, release and/or permission of each and every identifiable person in the Information to use the name or likeness of each and every such identifiable person to enable inclusion and use of the Information in the manner contemplated by this Website and Services;
  8. Your Information is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable, libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
  9. You assume all risks and liability associated with your Information, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of Information in your content.  You may expose yourself to liability if, for example, your Information contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation, or improperly is using Third-Party Information;
  10. By uploading your Information to any part of the Website and/or Services, you automatically grant, and you represent and warrant that you have the right to grant, to WNW an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Information (including, without limitation, your name, image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Information, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. WNW does not assert any ownership over your Information; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any Intellectual Property Rights or other proprietary rights associated with your Information. WNW has the right, in our sole and absolute discretion, to (i) remove, edit, redact or otherwise change any Information, (ii) re-categorize any Information to place them in more appropriate locations, or (iii) pre-screen or delete any Information that is determined to be inappropriate or otherwise in violation of this Agreement.
  11. WNW does not endorse any of your Information or Third-Party Information submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein. 
  12. Although we have no – and assume no – obligation to monitor activities on the Website, WNW will use reasonable efforts to investigate notices of alleged infringement.  If WNW in its sole discretion reasonably believes an infringement has taken place, and consistent with applicable laws, it will take appropriate action, which may include removing or disabling access to the content claimed to be infringing and/or terminating accounts and access to the Website.

IV. Acceptable Use

  1. You agree not to modify, reverse engineer, or tamper with the Services or falsely represent the Services to others.
  2. You shall not use or attempt to use any scraper, robot, bit, Spider, data mining, code, or any other automated device, program, tool, algorithm, process, or methodology to access, acquire, copy, or monitor any portion of the Website or any of its content, without the express written consent of WNW.
  3. You agree not to knowingly use the Services to upload, post or transmit malicious code, malware, viruses, self-replicating computer programs or any other disruptive code or technologies.
  4. You agree only to use the Services for which you are authorized to access.
  5. You agree to use the Services for only lawful purposes and not for unlawful or fraudulent purposes.
  6. You agree that you are not a recruiter, staffing agency, placement agency, or headhunter.
  7. You agree to not infringe upon our Intellectual Property Rights or the Intellectual Property Rights of WNW or others.
  8. You agree not to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate against any protected class or persons.
  9. You agree to not submit false or inaccurate or incomplete or misleading information.
  10. You agree to not transmit or upload viruses or any types of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or Services.
  11. You agree not to interfere with or circumvent the security features of the Website or related websites and/or Services.
  12. You agree not to use the Services for any damaging, obscene, or immoral purpose.
  13. You agree not to use the Services to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances.
  14. You agree not to use the Services, WNW Information and/or Third-Party Information in any way that may be deemed a breach or violation of any of this Agreement or the Privacy Policy.

V. Confidentiality

  1. You agree to keep all confidential and protected information confidential and not to disclose or use except as necessary to perform its obligations under this Agreement except as set forth herein.  

VI. Security

  1. You will be responsible for the security of your account log in information and the accuracy and adequacy of information you provide to the Services.
  2. You will notify us if you believe any of your Information has been compromised or may lead to a compromise of your account Information or the Services.
  3. WNW will implement policies and procedures to help prevent against the unauthorized access of any protected or confidential Information.

VII. Intellectual Property

  1. WNW Information is the proprietary property of WNW and its licensors, and is protected by U.S. and international copyright and other intellectual property laws, or is used under the principles of fair use. WNW and its licensors retain all rights with respect to the WNW Information or your Information, except those expressly granted to you in these Terms.   WNW Information may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means in whole or part without our prior written permission, except you may download and print WNW Information for uses that are not competitive with or derogatory to us, provided that you keep all copyright or other proprietary notices intact. Please note that this limited consent may be revoked at any time. 
  2. All copyrighted images and trademarks on the Website are copyrights and trademarks of us, our affiliates, or our licensors from whom we license content and may not be copied, imitated, or used in whole or part without the prior written permission of such parties, as applicable.  All copyrights and page headers, customer graphics, button icons, and scripts are service marks, trademarks, and trade dress of ours, our affiliates, or our licensors and may not be copied, imitated or used in whole or part without the prior written permission of such parties, as applicable.

VIII. Digital Millennium Copyright Act

1. What is the DMCA and Take Down Notice/Complaint?

The Digital Millennium Copyright Act (“DMCA”) is a federal law that was enacted in 1998 to combat the theft of electronic media such as software, games, photography, videos, or music over the internet. This law, amongst other things:

  • imposes rules prohibiting the circumvention of technological protection measures in place on copyrighted materials
  • sets limitations on copyright infringement liability for internet service providers (such as WNW)

A DMCA takedown notice/complaint is submitted to an internet service provider (such as WNW) where a claim of copyright violation is presented.   The notice/complaint indicates that a copyright owner or the owner's agent has notified WNW that a user is violating their copyright by downloading, sharing, or copying media. Although WNW does not typically monitor for these violations, once notified, WNW is bound by DMCA to act swiftly to stop infringement on the WNW network.

2. What is WNW’s Process to Submit a DMCA Takedown/Complaint?

If you are a copyright owner or an agent thereof and believe that any WNW Information infringes upon your copyrights, you may submit a notification pursuant to DMCA by providing our intellectual property agent (“Agent”) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

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

   b. Identification of the copyrighted work claimed to have been infringed, or, if                     multiple copyrighted works at a single online site are covered by a single                       notification, a representative list of such works at that site;

   c. Identification of the material that is claimed to be infringing or to be the subject of         infringing activity and that is to be removed or access to which is to be disabled           and information reasonably sufficient to permit the service provider to locate the           material;

   d. Information reasonably sufficient to permit the service provider to contact you,             such as an address, telephone number, and, if available, an electronic mail;

   e. A statement that you have a good faith belief that use of the material in the                   manner complained of is not authorized by the copyright owner, its agent, or the           law; and

   f. A statement that the information in the notification is accurate, and under penalty         of perjury, that you are authorized to act on behalf of the owner of an exclusive             right that is allegedly infringed.

You may direct copyright infringement notifications to our Agent: Attn: Takedown Request, Working Not Working, Inc. at 223 N 8th Street #S2B Brooklyn, NY 11211, also available at: https://dmca.copyright.gov/osp/publish/history.html?search=working+not+working&id=01f4639874c8a34f246996f2792daac4. You acknowledge that if you fail to comply with all of the requirements of this Section VII(2), your DMCA notice may not be valid.

3. What is the Process to Respond to the Complaint?

If some or all of your content in your profile is removed due to a complaint of copyright infringement under the DMCA, and you believe the content referenced in the complaint is not infringing, you may provide a written “counter-notice” to WNW within fifteen (15) days of notice to you - after you remove the specified material from your profile. Counter-notices should only be filed if you are certain you have not committed infringement, and are able to provide supporting information, as any false statement in your written counter-notice may lead to civil or criminal penalties.  To submit a counter-notice, you must provide the following required information: 

   a. Identify the material that was removed or disabled, and the location where it                 appeared before it was removed or disabled;

   b. A statement by you declaring under penalty of perjury that you have a good faith         belief that the material at issue was either misidentified or mistakenly removed;

   c. Your name, address and telephone number;

   d. A statement that you consent to the jurisdiction of the federal district court for the         judicial district in which your address is located, and that you will accept service          of process from the person who provided the complaint set forth above (if you are        located outside of the United States, you must state that you consent to the                  jurisdiction of any United States federal district court in which we may be found);         and

   e. Your physical or electronic signature.

4. What Happens if I do not Respond?

If you do not submit a counter-notice in fifteen (15) days, WNW will assume you do not dispute the claim, and permanently remove the material from your profile.

5. How Does WNW Process DMCA Complaints?

      a. WNW will evaluate the DMCA takedown notice/complaint to be sure it                            substantially conforms to the statutory requirements under the DMCA.  If more              information is required, WNW will request such information from the                               complainer. 

        i. If the complainer does not respond, or if the notice is nonconforming with                       respect to requirements under the DMCA, WNW may ignore the notice, but will             retain it along with a copy of any correspondence attempting to obtain more                 information to demonstrate that WNW did not receive a conforming notice and             did what is required to try to get one.

        ii. If the complainer sends the remaining required information, WNW will notify                 the user associated with the alleged infringement and secure voluntary take-                down of the work, block access to the work, and/or  disable  the user's access              to WNW’s network.

      b. WNW will provide the user an opportunity to submit a counter-notice disputing              the DMCA takedown notice.  If WNW receives a valid counter-notice, WNW will             forward the information the user provides to the party who filed the complaint.               If the Claimant does not file a lawsuit with respect to the content within 10                     days, we will reinstate the content.

      c. WNW may restore access to the allegedly infringing work within 10 to 14                         business days after the day it receives the counter-notice, unless it first                           receives a notice from the complainer that he or she has filed an action                         seeking a court order to restrain the page owner.

      d. If WNW receives notice that the complainer has filed an action seeking a court               order to restrain the user, WNW will not repost the allegedly infringing work. It               will forward the notice to the user and to its legal counsel for response as                       appropriate.

IX, Record Retention

  1. WNW does not guarantee that your Information will be backed up. WNW recommends that you backup your Information regularly.  

X. European Data Protection Laws

  1. To the extent the parties must comply or address any EU data protection laws or related data processing agreements, those will be negotiated separately. 

XI. Payments, Refunds, Charges

  • WNW provides both Creatives and Hirers with payment options which allow them to potentially elevate the position of their content that is visible on the platform (hereinafter referred to as “Boosting” or “Boosted Content”).  Boosted Content aims to appear in more prominent positions and may increase visibility, but it is not guaranteed. 
  • WNW reserves the right to establish, revise, and/or remove Boosted Content fees for the Services at any time and in WNW’s sole discretion upon notice as set forth in this Agreement.  
  • Further, you acknowledge that from time to time WNW may utilize variable pricing for Boosted Content that may result in different amounts charged for the same or similar services obtained through the use of the platform.   
  • WNW does not offer refunds or credits for any reason.
  • Unless otherwise negotiated and contracted between the parties, WNW is not responsible for taxes, and does not and will not provide any tax or legal advice regarding payments or the Services.  We refer you to individual contracts for more information. 
  • Boosting Content as a Creative or Hirer is made without warranty and is not a guarantee regarding visibility or placement of any Engagement.

XII. Communications

  1. Electronic Communications.  You agree that we, and our third party providers and affiliates, may provide you with notices, disclosures, electronic records, and other communications by email, in chat features, by text, social media platforms, chat rooms, and/or by regular mail, as we decide.  It is your responsibility to keep your contact information with us updated. You agree that communications sent to an email address you have changed will be considered received when sent to us by the email address we have on file with electronic confirmation of receipt.
  2. Email. When you create an account as a Creative or an account as a Hirer, you also provide us with your name, email address, and password. You understand and agree that WNW will send you periodic emails. You will have the ability to opt-out from receiving weekly mailers and most emails directly from those communications. You may determine what type of WNW communication you receive from your communication settings. Regardless of your settings, WNW will email you under certain circumstances including: to advise you on the status of your application or if you have not responded to communication from a potential Hirer or from us.  If you are a Creative, as part of the "Human" Services available to Hirers, WNW may also contact you regarding specific invoices or payments.
  3. Chat. WNW provides a feature for Creative and Hirer to communicate directly between themselves. Those communications remain between Creative and Hirer. WNW does not monitor these communications and is not responsible for the content or tone of those communications.

XIII. Social Media

  1. WNW enables you to provide a link to your various social media accounts from your WNW profile and account. This functionality is provided for your convenience so that Creative and Hirers can readily see your social media profiles and feeds. WNW does not control your social media accounts nor have any access to those accounts. WNW enables you to see who in your social media networks is also on WNW if you choose to activate this feature. 
  1. Once you create a WNW profile or account you may choose to use your log in to certain social media accounts as your log in to the website. WNW provides this functionality as a convenience to you so that you do not have to create a separate log in for WNW. WNW will not use your log in details to alter your social media accounts. WNW is not connected the various social media outlets, is not in partnership with them and has no control over how these social media outlets use your information. These social media outlets have their own terms, conditions and policies. Please review those carefully before you choose to use a single log in.
  2. You may change your social media links in the account settings of your profile and account.

XIV. Personal Information, Privacy, Third Party Websites and Cookies

Please refer to our Privacy Policy for details about the Information collected from you directly and indirectly through the use of cookies and other technologies. The Privacy Policy also provides detail on the information that may be collected from third-parties and how that information is processed and used. Our Privacy Policy also addresses the use of third-party websites and links to other websites.

The Website includes links to other websites. We are not responsible for examining or evaluating the content or accuracy of any other website and do not warrant and will not have any liability or responsibility for any other party’s materials or websites or for any other materials, products, or services of other websites. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any other party’s websites. Please review carefully other party’s website’s policies and practices and make sure you understand them before you engage in any transaction.  Claims, complaints, questions, or concerns regarding other parties should be directed to that party. 

XV. Limitation of Liability
WNW WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OR ANY THIRD PARTY’S USE (INCLUDING THAT OF A HIRER OR WEBSITE USER) OF OUR WEBSITE OR SERVICES DIRECTLY THROUGH US OR ONE OF OUR AFFILIATES OR THIRD PARTY PROVIDERS, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. WE WILL NOT BE LIABLE FOR LOSSES OF ANY KIND RESULTING FROM YOUR OR ANY THIRD PARTY’S USE OF, OR INABILITY TO USE, OUR WEBSITE OR SERVICES. WE WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF ANY INFORMATION RELATING TO YOU HELD, MAINTAINED, OR UNDER THE CONTROL OF ANY THIRD PARTY, INCLUDING ANY SECURITY BREACH RELATING TO INFORMATION ABOUT YOU EXPERIENCED BY A THIRD PARTY. OUR MAXIMUM LIABILITY FOR ALL LOSSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL BE THE TOTAL AMOUNT, IF ANY, OF FEES PAID BY YOU TO US IN THE 12 MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY OR FIFTY DOLLARS, WHICHEVER IS GREATER. THESE LIMITATIONS MAY NOT APPLY TO YOU, IN PART OR IN FULL, IF YOU ARE IN A JURISDICTION THAT DOES NOT PERMIT SUCH LIMITATIONS.  

NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN TWELVE (12) MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM AROSE.

XVI. Indemnification

You shall indemnify and hold harmless WNW, our parents, subsidiaries, and affiliates (including Qwil), and each of our and their officers, directors, employees, and representatives, from any and all third-party claims, actions, demands, costs and expenses, including attorneys’ fees, resulting from your use of this Website and our Services, allegations that WNW, our parents, subsidiaries, and affiliates use Information that may infringe or otherwise violate the Intellectual Property Rights of a third party, unlawful or improper actions by your or someone with access to your account who uses our Website and our Services without authorization, your breaches of this Agreement, and/or your negligent acts or omissions.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defense. You shall not settle any actions or claims on our behalf without our prior written consent.

XVII. Errors, Inaccuracies, and Omissions

The Website and our Services may contain typographical errors, inaccuracies, or omissions that may relate to us and we reserve the right to correct them, update them, cancel services or offerings if any information about the Service is inaccurate at any time without prior notice, even if you have submitted Information.

XVIII. Disclaimer of Warranties

WE DO NOT GUARANTEE THAT THIS WEBSITE AND OUR SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR AS INTENDED OR BE COMPATIBLE WITH ANY COMPUTER OR SYSTEM OR EQUIPMENT. THE WEBSITE AND RELATED SERVICES ARE PROVIDED “AS IS.” WE MAKE NO WARRANTY THAT THE SERVICES WILL BE SECURE OR ERROR FREE OR OPERATE WITHOUT INTERRUPTION OR ACHIEVE ANY INTENDED RESULT. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF THE INFORMATION POSTED BY CREATIVE OR HIRERS OR THAT OUR THIRD PARTY SERVICE PROVIDERS HAVE OFFERED THEIR SERVICES IN AN ACCURATE, LEGAL OR PROPER MANNER. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY OF OUR SERVICES.  

XIX. Governing Law 

  1. The laws of the State of New York and the Federal Laws of the United States of America apply to this Website and its use, including our relationship and this Agreement. If you are located in another country, the laws of your jurisdiction may be different than those in the United States of America, particularly when it comes to the protection of personal data. 
  2. By using this Website, creating a profile or an account and/or using the Services available through the Website, you agree to be bound by the laws of the State of New York and the Federal Laws of the United States of America and not those of your particular country. If you choose to use this Website or the Services, you expressly agree that your personal data may be transferred, processed, used and retained according to New York State laws and the Federal laws of the United States of America as outlined below and in WNW’s Privacy Policy available at https://help.workingnotworking.com/policies/privacy-policy. If you proceed, you agree to these terms and the laws as stated and you do so freely and willingly. If you do not agree, please do not use the Website or our Services.

 

XX. Children’s Information

The Website and Services are for users who are (a) eighteen (18) years and over or (b) allowed by law to enter into a binding contract and agree for us to process their Information (or provide parental consent by emailing such consent to support@workingnotworking.com).  If we become aware that a user is under eighteen (18) or is not of legal age in their jurisdiction and does not have the ability to lawfully enter into a contract or agree for us to process their Information, we will take steps to comply with any applicable legal requirement to remove such Information.  Contact us at support@workingnotworking.com or call 1-888-610-6602 if you believe that we have mistakenly or unintentionally collected Information from a minor that does not comport with the terms of our Privacy Policy and this Agreement.  Where parental consent has been provided, at any time, those parents can refuse to permit us to collect further Information from their children and can request that we delete from our records the Information we have collected by emailing us at support@workingnotworking.com. Please keep in mind that a request to delete records may lead to a termination of an account, use of the Website or our Services.  Creating an account with false information is a violation of this Agreement, including accounts registered on behalf of others or persons who are minors or do not meet the legal requirements and terms as set forth in our Privacy Policy and this Agreement.

XXI.   Miscellaneous.

  1. Entire Agreement.  This Agreement (which includes our Privacy Policy available at https://help.workingnotworking.com/policies/privacy-policy) constitutes the entire agreement between us and you, which can only be modified in writing or as otherwise set forth herein. Ambiguities shall not be construed against the drafter. 
  2. Changes.  WNW reserves the right to change the terms of this Agreement at any time. The new terms will be posted here and have the date of the most recent change. WNW reserves the right to make changes to the functionality of this Website and the Services provided. WNW reserves the right to pull your account, cancel or terminate your account for any violation by you of the terms of this Agreement or for other reasons in WNW’s reasonable business discretion.
  3. Assignment.  Neither party may assign any of its rights or obligations hereunder without the prior written advance consent of the other party, except we may assign our rights or delegate any of its responsibilities to an affiliate or in connection with a merger, consolidation, or reorganization for the sale of substantially all of our assets.
  4. Disputes. Any disputes concerning this Agreement and our relationship (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) shall first be addressed by providing ten (10) days notice to the other party to attempt to cure or resolve the dispute. Thereafter, the parties will attempt mediation within thirty (30) days after the expiration of the preceding ten (10) day notice period.  If mediation is unsuccessful, then a party may seek judicial intervention (collectively an “Action”). The only exception for this dispute resolution process is if injunctive relief is necessary.  Actions may only be brought in New York State, Supreme Court, Commercial Division, and you agree to this jurisdiction and venue in such court, and waive any objection as to inconvenient forum.  You agree also that class action lawsuits, class wide arbitration, private attorney general actions, and any other proceedings where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without consent of all parties. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
  5. No Third-Party Beneficiaries.  There are no third-party beneficiaries to this Agreement. 
  6. Severability.   If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not impair, affect or render invalid or unenforceable any other provision of this Agreement, and such invalid or unenforceable provision shall be replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision.

Notices and Questions. Any notices and questions to us should be directed to: support@workingnotworking.com or call 1-888-610-6602. 

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