GLOBALWONKS TERMS OF SERVICE

Effective Date: March 27, 2018

Terms of Service:

These Terms of Service are a contract between you, in your individual capacity as an independent consultant or the business entity which you represent (“you” or “Wonk”), and GlobalWonks, Inc. (collectively, “GlobalWonks”, “we”, or “us”). Please read this entire agreement carefully. You must read, agree to, and accept these terms and conditions in full in order to use the website located at [www.globalwonks.com] (the “Website”) and related software and services (collectively, the “Platform Services”). These Terms of Service include and hereby incorporate by reference our privacy policy (“Privacy Policy”) as may be in effect and modified by us from time to time (collectively, with these Terms of Service, the “Terms”).

You understand that by accessing or using any of the Platform Services, you agree to become bound by these Terms as posted, which may be updated and changed by us as needed. We will notify you of any material changes to these Terms through a notice sent to you by email to the email address you have registered with us. Your continued use of the Platform Services after the effective date of the amended terms will constitute your acceptance of the amended Terms. It is your responsibility to check the Website prior to using the Platform Services for any updates or changes that may impact you. These Terms constitute a legally binding document and failure to comply with these Terms may result in the termination of your relationship with GlobalWonks. Use of the Platform Services is available only to legal entities and persons who are at least eighteen (18) years old.

Overview:

GlobalWonks provides a technology-enabled marketplace that economically and efficiently matches sophisticated global affairs professionals around the world (“Wonks”) offering professional services (the “Services”) with enterprising investors and decision-makers across a variety of sectors using the Platform Services to seek such Services (“Clients”) for a variety of projects (“Projects”). Under these Terms, GlobalWonks provides services to you in your capacity as an independent contractor, including operating and providing the Platform Services, curating Clients and Project bids, and functioning as the payment processor for you and Clients. Based on a Client’s needs, we will contact appropriate Wonks through the Platform Services to ascertain whether a Wonk is available for a Project, which may consist of participating in a telephone conversation, responding to a “Network Pulse” question, attending an in-person meeting, or submitting a written report.

Wonk Eligibility:

By creating an account on the Website and making use of the Platform Services, you represent and warrant that you are: (a) a legal entity or a person who is at least eighteen years old and capable of forming legally binding contracts under applicable law; (b) not identified on the U.S. General Services Administration’s Excluded Parties List, the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of the Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, or any similar list of individuals limited by U.S. export control laws and regulations or other economic sanctions of the US, other government or multilateral organization; (c) not considered to be a Politically Exposed Person (“PEP”); (d) have not been convicted or charged, or pled guilty or nolo contendre to any felony or any misdemeanor involving securities fraud or investment-related business; and (e) have not been the subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organizations or other law enforcement body, including but not limited to the U.S. Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”).

Account Registration:

To sign up to use the Platform Services, you must create an account profile and provide accurate and complete information. This includes providing us with your legal or business name, address, billing/payment information contact information, professional qualifications, information about the Services you may provide through the Platform Services, past work experience, education, professional certificates, and any other relevant information to your use of the Platform Services as determined in GlobalWonks’ sole discretion. It is your responsibility to keep your account information updated. Should your eligibility for a GlobalWonks account as outlined above change during your time using the Platform Services, you must notify GlobalWonks within a reasonable amount of time, but no later than thirty (30) days after such change by emailing info@globalwonks.com. You shall not use the name or email of (a) another person with the intent to impersonate that person; or (b) an entity without appropriate authorization. We reserve the right, in our sole discretion, to refuse, suspend, or revoke your account via the Platform Services upon discovery that any account information provided is untrue, inaccurate, or incomplete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in our sole discretion. You will also be required to successfully complete a compliance test upon account registration in order to access and use the Platform Services. GlobalWonks shall have sole discretion over the contents of any compliance testing.

No Conflicts:

You further represent and warrant that your provision of independent contractor services via the Platform Services does not breach: (i) any contract (such as an employment, consulting, confidentiality or non-disclosure agreements); (ii) your current employer’s policies or codes of conduct if you are employed; (iii) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations; or (iv) in any way, conflict with or violate any arrangement, understanding or agreement to which you are a party or by which you are bound. To the extent your ability to provide independent contractor services is restricted by any agreement or arrangement, you represent that you have obtained all necessary consents or waivers (e.g., the consent of your current or former employer, any company or organization for which you have previously consulted or currently consult, or any affiliated academic or government organization).

If you are a current director, trustee, officer, board member, employee or hold a similar position at a company, you will not consult on Projects:

  • If the Client is a direct competitor of the company at which you hold such a position
  • If you know the Client to be acting on behalf of the company at which you hold such a position
  • If the Project subject is the company at which you hold such a position

Additionally, if you are an investment, legal, accounting or medical professional, or a government official or employee, you agree not to:

  • Provide investment, accounting or legal advice on Projects regardless of any licenses or other professional designations or certifications you may have.
  • Provide medical advice on Projects, discuss clinical trials of which the results have not been publicly disclosed, or any other nonpublic information about nonpublic trials. You further agree to not discuss any protected health information under the Health Information Portability and Accountability Act.
  • Earn fees for your participation on Projects if you are a government official or employee, unless explicitly given an exception approved in writing by GlobalWonks. You may not discuss matters of government, legislation, regulations, policy, contracts or other business that you are or could be in a position to vote on or influence unless engaging with the public on these topics is a part of your normal work responsibilities. This excludes individuals working in academia.

You acknowledge and agree that you will act in good faith and take all necessary actions in order to ensure your continuous compliance with these Terms and all applicable laws. GlobalWonks does not currently conduct background checks, however, GlobalWonks reserves the right to independently verify the information you provide and your compliance with these Terms and applicable laws.

Content:

Your Content: You represent and warrant that you have the right, power and authority or have valid licenses to any data, feedback, content or other materials you upload, post, publish or display through the Platform Services (collectively, “Content”) and to grant the licenses specified below.

Content Ownership: As between the parties, you retain all ownership rights in any Content (including all intellectual property rights therein).  To the extent permitted by applicable law, you grant to GlobalWonks, and our successors and affiliates, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Platform Services and GlobalWonks’ (and our successors’ and affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing paragraph, GlobalWonks will only use or disclose Content you post to any non-public area of the Website to the extent necessary to provide the Platform Services to you as further described in our Privacy Policy.

Content Release & Indemnification: You additionally release GlobalWonks, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless GlobalWonks and its Clients from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.

Feedback: You may submit comments or ideas about the Platform Services, including without limitation about how to improve the Platform Services (collectively, “Feedback”).  By submitting any Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction, (b) your Feedback does not contain the confidential or proprietary information of third parties, and (c) we are free to use the Feedback without any additional compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

Prohibited Content: You are solely responsible for your Content and you agree not to upload any Content to the Platform Services or work on any Project which violates any part of these Terms or applicable laws. You are solely responsible for your Content and for ensuring it does not violate any part of these Terms or applicable laws. GlobalWonks retains the right to investigate and take appropriate legal action against any Wonk who fails to do so. It is the sole discretion of GlobalWonks to determine what is objectionable and what constitutes a reason to restrict or terminate your use of the Platform Services.

Prohibited Content includes, but is not limited to, anything which:

  • Is protected health information under the Health Information Portability and Accountability Act
  • Infringes any proprietary, contractual or privacy rights of any party
  • Is deemed to be Material nonpublic information (as defined below) that if disclosed would violate securities laws
  • Contains software viruses, files, programs or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication equipment
  • Constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities (e.g. junk mail, spam, chain letters, pyramid schemes, contests, sweepstakes or other solicitations)
  • Is in violation of any applicable laws
  • Is inappropriate, vulgar, harassing, obscene, pornographic, threatening or is in any other way objectionable

Work Product: Additionally, you represent and warrant that you will not incorporate into any Work Product produced under any Project or delivered to a Client any confidential information, trade secrets of any other person or entity, Material non-public information, or any material in which any other person or entity may assert any copyright, patent right, trademark, or other proprietary or intellectual property right. Additionally, Wonks agree to meet any and all legal and professional standards in producing Work Product for Clients. “Work Product” means any tangible or intangible results or deliverables that Wonk agrees to create for, or actually delivers to, Client as a result of performing the Services, including, but not limited to, inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, and any intellectual property developed in connection therewith.

Work Product Ownership and License: Upon a Wonk’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. Wonk will disclose to Client any inventions developed by Wonk other than in the course of providing Services to Client under any Project (“Prior Inventions”) and all Prior Inventions that Wonk incorporates into the Work Product. If a Wonk has any Intellectual Property Rights to Prior Inventions (which are not owned by Client),upon a Wonk’s receipt of payment from Client, Wonk hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Prior Inventions incorporated or used in the Work Product delivered for that payment. If payment is made only for partial delivery of the Work Product, the grant described herein applies only to the portion of the Work Product delivered. Except as set forth above, Wonk retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Wonk hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. Wonks hereby grant GlobalWonks a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use de-identified and aggregated Work Product, or to use it for any purpose permitted under applicable law. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Recordings and Participants: You further agree and acknowledge that Clients may elect to record or transcribe your consultations or other interactions with them, and that any such recordings or transcriptions are owned by GlobalWonks Clients and may be used by such Client for any purpose permitted under that Client's agreement with GlobalWonks. Certain Clients may elect to have a professional (in addition to the Client user(s) you will speak with) chaperoning phone consultations and their presence may be announced or unannounced (i.e., you will not be notified) and may be active participants or silent on the phone consultations. By signing these Terms & Conditions you consent to consultations being chaperoned and recorded at GlobalWonks Clients’ election.

Data Collected from Content: GlobalWonks may collect, at its discretion, data exchanged between Client and Wonk. Data includes, without limitation, information regarding project requests, budgets, bids, details, timelines, memos, and uploaded content including work product and communications between Clients and Wonks. GlobalWonks may use this data for statistical, research and development, and marketing purposes and does not consider any data with regard to communication as Personal Information. However, we may use said data along with Personal information for aggregation and evaluation, with regard to the same purposes as stated previously.

   
Fees and Payment:

Fees: Joining the GlobalWonks Website is free and there is no charge to post or bid on Projects. GlobalWonks collects a percentage of all fees paid or payable for each Project completed and/or any Services performed by Wonk for Client. Wonks are responsible for deciding and setting their own rates for Projects subject to minimum and maximum ranges established by GlobalWonks for such Projects. Wonks will set their rates during the initial Project bidding process, and will not be able to adjust their rate after they submit their bid.

Tax Reporting: GlobalWonks is a third-party processor and will provide a U.S. I.R.S Form 1099-K to Wonks as required by applicable state law. For Wonks who do not meet the requirements of Section 6050W of the Internal Revenue Code, it will be the sole responsibility of the Wonk to determine if he or she is required to file any tax forms or remit any taxes or similar charges for any fees received for a Wonk’s provision of Services through the Platform Services. In addition, it will be the Wonk’s responsibility to file and pay any such forms and taxes to the appropriate authorities. Further, any Wonk who is a non-U.S. taxpayer is required to submit Form W-8BEN to GlobalWonks in order to be exempt from U.S. tax reporting requirements.

Disputes: Should any dispute arise between Clients and Wonks over the quality or completeness of work on a Project, GlobalWonks may withhold payment from a Wonk while the dispute is resolved. GlobalWonks maintains sole discretion to make determinations in such disputes and maintains the right to cancel payment if GlobalWonks determines that a Wonk has failed to adequately complete a Project or violated these Terms or any applicable laws. GlobalWonks encourages Clients and Wonks to try and settle disputes amongst themselves, however, if this is not possible GlobalWonks will resolve disputes [pursuant to its Dispute Resolution process] by obtaining information about the dispute between the Client and Wonk and making a resolution decision. Resolution decisions of disputes by GlobalWonks are made in good faith and Clients and Wonks agree to indemnify and hold harmless GlobalWonks against any damages or liability Wonks may suffer as a result of GlobalWonks’ dispute resolution decision.

Any additional questions on fee disbursement should be directed to info@globalwonks.com

A Wonk’s participation in any Project with any Client is at the Wonk’s sole discretion. Wonks are never obligated to accept or continue any Project and may decline to participate or continue to participate in any Project at any time. Wonks should immediately stop working on any Project if they feel a Client is violating these Terms, violating law or acting unethically and contact GlobalWonks immediately. Payment for any Project that was terminated before completion will be paid in full if, following a dispute resolution decision by GlobalWonks, GlobalWonks finds the Wonk acted in good faith and the termination was justified.

Services Agreement:

The submission of a Project request by Clients and the bid participation by a Wonk will act as a service agreement for each specific project. In the event a Client and Wonk wish to execute a written, mutually-executed services agreement (“Services Agreement”) between the parties, each Services Agreement will include: (i) the scope of the Project and Services to be performed, (ii) the fees to be paid for such Project and/or Services, and (iii) a provision designating GlobalWonks as an intended third-party beneficiary of such Services Agreement and acknowledging that GlobalWonks has the right to enforce its rights and obligations under the Services Agreement on its own behalf. Services Agreements will not, and will not purport to, expand GlobalWonks’ obligations or restrict GlobalWonks’ rights under these Terms and will not violate any part of these Terms, including the Non-Circumvention section below. Clients will post the additional agreement they wish to execute for a given project as an attachment to their post for bid. Once they have selected a wonk for that project, the Client will send the agreement to compliance@globalwonks.com for signature by the wonk. Wonks should thoroughly read all attachments on any project they bid on before submitting their bid to ensure they are comfortable with any agreements and project requirements.

Audit Rights:

Clients and Wonks each will: (a) create and maintain records to document satisfaction of each party’s respective obligations under these Terms and any Services Agreement (e.g. payment obligations, conflicts and compliance with tax laws); and (b) provide copies of such records to GlobalWonks upon request. GlobalWonks maintains the right to audit each party’s operations and records to confirm compliance routinely and as necessary. However, this provision should not be construed as implying GlobalWonks has the obligation to supervise a Wonk’s or Client’s individual compliance with their internal policies, or monitor the actual Services performed by Wonks or delivered to Clients.

GlobalWonks Role:

Acknowledgements: You expressly acknowledge and agree that (a) the Website is merely a venue where users of the Website may act as Wonks or Clients; (b) GlobalWonks is a third-party beneficiary but not a party to any Services Agreements between Wonks and Clients; (c) you are not an employee of GlobalWonks or its Clients for whom you perform Services, and GlobalWonks and its Clients do not, in any way, supervise, direct, or control you or your Services; (d) GlobalWonks will not have any liability or obligations for any acts or omissions by you or any other users related to the Platform Services; (e) your use of the Platform Services is subject to your acceptance of these Terms (which includes successfully completing a compliance test and ensuring compliance with these Terms); and (f) GlobalWonks makes no representations as to the reliability, capability, or qualifications of any Wonks or the quality, security, or legality of any Wonk or Services, and GlobalWonks disclaims any and all liability relating thereto.

Accuracy of Information: GlobalWonks is in no way responsible for the accuracy of the information provided by Clients and Wonks through the Platform Services. It is the sole responsibility of Clients and Wonks to maintain and update their account information with any changes in a timely manner. Wonks acknowledge that the information they provide will be used by GlobalWonks and its Clients to evaluate their abilities to complete Projects, and Wonks agree not to present false, misleading or inaccurate information to GlobalWonks or its Clients. Wonks warrant that all Content, Work Product, and information provided while providing Services through the Platform Services will be provided in good faith, to the Wonk’s best ability and always in accordance with these Terms. GlobalWonks reserves the right to update, change or remove information from accounts on the Website or terminate its relationship with any Wonks or Client should any information provided be found to be false, misleading or inaccurate.

Independent Contractors: By accepting these Terms as a Wonk, you understand and agree that as a Wonk, your relationship to GlobalWonks and its Clients is that of an independent contractor and in no way are you an employee of GlobalWonks or its Clients. You have no authority and will not present yourself as having any such authority to speak or act on behalf of GlobalWonks or its Clients. As an independent contractor, you understand and agree that you waive the withholding of all workers’ compensation, statutory disability and other employee fringe benefits, including pension and health benefits, since, as an independent contractor, GlobalWonks or its Clients will not provide you with any benefits whatsoever.

Confidentiality:

Confidential Information: As used in these Terms, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information will include, but is not limited to, (a) Client’s identity; (b) information about Projects; (c) the terms and conditions in any Services Agreements or any other agreements executed with Clients; (d) your Content and Work Product; (e) opinions expressed or work commissioned; (f) information about any actual or potential business, investment or trading decisions or transactions of any Client; and (g) any other nonpublic or proprietary information of GlobalWonks and its Clients. Confidential Information does not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without any duty or confidentiality obligation owed to the Disclosing Party.

Confidentiality Obligations: To the extent Confidential Information is shared, the Receiving Party will protect the secrecy of the Disclosing Party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose the Disclosing Party’s Confidential Information to anyone without first obtaining the express written consent of the Disclosing Party; (b) not use or permit the use of the Disclosing Party’s Confidential Information, except as necessary for the performance of its obligations under these Terms (including, without limitation, the storage or transmission of Confidential Information on or through the Website for use by a Wonk); and (c) limit access to the Disclosing Party’s Confidential Information to the Receiving Party’s personnel who need to know such information for the performance of the Receiving Party’s obligations under these Terms. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Clients and Wonks agree not to disclose or to attempt to use or personally benefit (financially or otherwise) from any Confidential Information that is disclosed or learned because of their activities through the Platform Services. The confidentiality obligations hereunder will remain in effect until the Confidential Information enters the public domain through no action of the Receiving Party or any other person under legal obligation not to disclose such information.

Material Non-Public Information: Further, Clients and Wonks must not disclose or otherwise share with any person, including any other GlobalWonks Clients or Wonks, material non-public information which, if used by such person, might constitute illegal insider trading. “Material non-public information” is generally defined as any information that there is a substantial likelihood that a reasonable investor would consider important in making his or her investment decisions, or information that is reasonably likely to have a substantial effect on the price of a company’s securities, and which has not been effectively communicated to the marketplace.

Termination

You may terminate your account on the Website at any time by providing notice via email to info@globalwonks.com. Likewise, GlobalWonks maintains the right to terminate, suspend or otherwise limit your account for any reason without providing notice. Termination by either party shall not relieve you of any obligations under these Terms intended to survive termination, including but not limited to, “Non-Circumvention”, “Confidentiality”, “Compliance”, “Work Product Ownership and License”, “Warranty Disclaimer”, “Indemnification” and “Limitation of Liability”.

Non-Circumvention:

You agree not to circumvent GlobalWonks by seeking, negotiating and/or entering into any arrangement or agreement to accept payment from or to deliver services to any Client for a twelve (12) month period from the later of (i) the time you first identify a Client or are first identified by a Client through the Platform Services or (ii) the time you complete your last Project with a Client (“Non-Circumvention Period”). The Platform Services will be the exclusive method to bid on posted Projects, provide Services, and receive payments for Services from a Client or a Client’s business entity. If a GlobalWonks Client contacts you to arrange a consultation or other project without arranging such activity through GlobalWonks and you perform such consultation or project, GlobalWonks will not compensate you for such consultation or other project, even if such consultation or other project is a follow-up to a previous consultation or other project that was arranged through the Platform Services.

The Non-Circumvention Period will be effective from the moment of initial contact between a Client and Wonk identified to one another through the Platform Services. Clients and Wonks agree to not solicit or accept any offer which violates these Terms unless GlobalWonks provides express written permission, as outlined below, which we may withhold at our discretion. If you become aware of a Client or Wonk attempting to breach the terms of the Non-Circumvention Period, you must immediately inform GlobalWonks at info@globalwonks.com. Termination of your relationship with GlobalWonks will not affect the terms of the Non-Circumvention Period.

Subject to GlobalWonks’ prior express written permission, Clients may decide to offer traditional employment to a Wonk they were introduced to through the Platform Services. If this occurs within the Non-Circumvention Period, Client agrees to pay GlobalWonks 20% of the yearly Base Salary (as defined below) of the hired Wonk (“Headhunter Fee”). “Base Salary” is defined as the annual gross income of the hired Wonk and does not include any additional bonuses or compensation, such as signing or discretionary bonuses, moving expenses, allowances or any other type of compensation. Client will pay GlobalWonks the Headhunter Fee within 30 days from the hired Wonk’s first date of employment. If the Client offers a Wonk employment after the Non-Circumvention Period, no Headhunter Fee will be owed.

Publicity:

By agreeing to these Terms, you agree to allow GlobalWonks to use your account for promotional and marketing purposes. You may opt out of this by changing the settings on your profile or by emailing info@globalwonks.com.

Warranty Disclaimer:

YOU AGREE NOT TO RELY ON THE PLATFORM SERVICES, OR THE CONTINUATION OF THE WEBSITE. THE PLATFORM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM SERVICES, CONTENT, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  

Indemnification & Limitation of Liability:

You agree to indemnify and hold harmless GlobalWonks, its affiliates and their respective officers, employees, representatives, members, managing members and agents (each, an “Indemnified Party”) from any and all actions, causes of actions, claims, charges, demands, costs, expenses, damages or liabilities of any kind (including but not limited to, attorney’s fees and related expenses) resulting from, arising out of or in connection to:

  • Your use of the Platform Services;
  • Any Services you provide;
  • Your Content and Work Product; and
  • Your breach of any and all of these Terms

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL GLOBALWONKS OR ITS SUCCESSORS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE COSTS OR DAMAGES, LITIGATION COSTS OR PRODUCTION OF PROFIT ARISING FROM OR IN CONNECTION TO YOUR SERVICES AND CONDUCT THROUGH THE PLATFORM SERVICES, OR ANY OF YOUR OTHER INTERACTIONS WITH GLOBALWONKS PARTIES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GLOBALWONKS PARTIES TO YOU FOR ANY CLAIMS ARISING FROM OR IN RELATION TO ANY CONDUCT IN CONNECTION TO THESE TERMS OR YOUR USE OF THE PLATFORM SERVICES EXCEED ANY FEES RETAINED BY GLOBALWONKS WITH RESPECT TO SERVICES OR PROJECTS WITH WHICH YOU WERE INVOLVED DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. GLOBALWONKS PARTIES WILL NOT BE LIABLE FOR ANY CLAIMS BY THIRD PARTIES BROUGHT AGAINST YOU.

Compliance:

You will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform Services.  Without limiting the generality of the foregoing, you agree to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

Entire Agreement:

These Terms, together with any policies incorporated herein, sets forth the entire agreement and understanding between you and GlobalWonks relating to the subject matter herein and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter herein. You represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or GlobalWonks because of our authorship of any provision of these Terms.

Side Agreements:

Notwithstanding the “Entire Agreement” section above, Clients and Wonks may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of these Terms, however, will govern and supersede any term or condition in a side agreement that purports to expand GlobalWonks’ obligations or restrict GlobalWonks’ rights under these Terms.

Severability:

If any provision of these Terms is held to be illegal, invalid or unenforceable in part or in whole under applicable law, that provision will be eliminated or limited to the minimum extent necessary to conform to applicable law so that the Terms will remain in effect and be enforceable.

No Waiver:

The failure or delay of either party to exercise or enforce in any respect any right or claim provided for herein does not constitute a waiver of any such right or claim and will not affect any further rights or affect that party’s right to later enforce or exercise it.

Modifications:

No modification or amendment to these Terms will be binding upon GlobalWonks unless in a written instrument signed by a duly authorized representative of GlobalWonks. For the purposes of this section, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This section “Modifications” does not apply to amendments to these Terms posted by GlobalWonks to the Website from time to time.

Assignment:

You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

Governing Law and Venue:

These Terms and any controversy or claims arising from them, shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions.

Arbitration

You understand and agree that any disputes involving your relationship with GlobalWonks, its Clients, and any other users of the Platform Services shall be resolved by arbitration before the American Arbitration Association, pursuant to the Commercial Arbitration Rules of the Association, in New York City, and in accordance with the substantive laws of the State of New York.