Updated March 26, 2019

This user license and terms of use agreement (“Agreement”) is a legal contact 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 thirteen (13) years old and (b) allowed by law to enter into a binding contract. 

     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. "Your 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, including personal and financial information, that you submit or transmit to, though, 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. 

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

  1. As set forth in our Privacy Policy, in using the Services, you will provide Your Information.   You retain all rights and ownership of Your Information.
  2. WNW does not pre-screen Your Information or review it for accuracy or correctness. 
  3. WNW requires certain licenses from you to Your Information to operate and enable the Services.  When you upload Your Information to the Website or Services, you grant us a non-exclusive, worldwide, royalty free sublicense and transferrable license to use, modify, reproduce, transfer, display or translate Your Information as needed. 
  4. You may terminate your license to us by providing reasonable notice to us and by removing Your Information from the Services. We will take reasonable steps to comply with such request, but some of Your Information may need to be retained pursuant to legal retention obligations or in our backup files.

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. Each party agrees 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 either copyrighted by, or is the proprietary property of, us, our affiliates, or our licensors from whom we license content, and are protected by United States and international copyright laws  We reserve any and all rights to WNW Information. 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.
  3. You represent that you own, or have the necessary permissions to use and authorize the use of Your Information or third party information that you may use related to the Website and Services.  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.
  4. To provide our Services, we may use Your Information in a number of different ways, including publicly displaying it, sharing it on social media platforms, reformatting it, incorporating it into print and electronic advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms for which you are not entitled to any compensation or notice.  As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Information for any purpose. Finally, you irrevocably waive, and cause to be waived, against WNW and its users any claims and assertions of moral rights or attribution with respect to Your Information. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Information.

 

VIII. Content Submission 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. Your Information does not necessarily reflect the opinion of WNW.  We reserve the right to remove, screen, edit, or reinstate Your Information from time to time at our sole discretion for any reason or no reason, and without notice to you.  
  3. You shall be solely responsible for Your Information and the consequences of submitting and publishing Your Information concerning the Service.  You affirm, represent, and warrant that you own, or have the necessary licenses, rights, consents, and permissions to publish Your Information that you submit; and you license to WNW all patent, trademark, trade secret, copyright or other proprietary rights in and to Your Information for publication on the Service pursuant to this Agreement.
  4. You further agree that Your Information will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant WNW all of the license rights granted herein.
  5. 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, and WNW expressly disclaims any and all liability in connection with such information. WNW does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and WNW will remove content if properly notified that such content infringes on another's intellectual property rights (see Section G below). WNW reserves the right to remove content without prior notice subject to the applicable laws.
  6. WNW will use reasonable efforts to investigate notices of alleged infringement.  If WNY 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.
  7. Digital Millennium Copyright Act

a. 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 the Digital Millennium Copyright Act (“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):

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

ii. 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;

iii. 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;

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

v. 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

vi. 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.

b. Counter-Notice. If you believe that Your Information that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in Your Information, you may send a counter-notice containing the following information to the our Agent:

i. Your physical or electronic signature;

ii. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

iii. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

iv. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Agent, WNW may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at WNW's sole discretion.

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

  1. Our fees and prices are subject to change upon notice sent to you via email to the email we have for you on file.
  2. WNW does not offer refunds or credits for any reason.
  3. 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. 

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 chose to activate this feature. 
  2. 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 chose to use a single log in.
  3. 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.  

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 OT THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, 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

You agree that you are not under eighteen (18) years of age.  The Website is intended for users over the age of eighteen (18) and we do not intend to collect information from anyone under the age of thirteen (13).

XXI.   Miscellaneous.

  1. Entire Agreement.  This Agreement (which includes our Privacy Policy available at http://workingnotworking/com/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 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.
  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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