TERMS OF USE


Last Updated: Apr 29, 2014 06:50PM EDT

Welcome to WorkingNotWorking.com, provided to you by Working Not Working, LLC (“Working Not Working”, “we” or “us”).  This website is an online platform through which “freelancers” can create, collate and display a professional profile to make themselves available to “managers” who hire from the website (the “Service”).  Both freelancers and managers shall be deemed “Users” for the purposes of this Agreement.


Please read this Terms of Use (this “Agreement”) and accompanying Privacy Policy carefully.  By submitting information, creating a Working Not Working account (an “Account”), utilizing the Service or otherwise using this website, you unconditionally accept and consent to be bound by the practices and policies outlined herein.  IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU DO NOT HAVE OUR AUTHORIZATION TO USE THE WEBSITE OR ACCESS THE SERVICES.


Working Not Working may modify this Agreement at any time.  Any such modifications will become effective upon the earlier to occur of (i) being posted on this webpage or (ii) upon notice to you directly via e-mail.  It is your responsibility to check the website periodically for any changes we may make to this Agreement or to thePrivacy Policy.  Your continued use of the website following the posting of any changes constitutes your unconditional acceptance of any such changes.


1. SERVICE TERMS AND LIMITATIONS


1.1 Your Content.  You retain all right, title and interest in and to the content you create and post on the website as well as your name, photograph, video, likeness, voice and biographical information (collectively, the “Content”).  Even though Working Not Working does not claim ownership of your Content, we do need certain licenses to your Content in order to operate and enable the Services.  When you upload or submit your Content to our Services, you grant Working Not Working (and our parents, subsidiaries and affiliates)  a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, freely transferable and sub-licensable license to host, store, use, reproduce, distribute, display, publicly perform, publish, modify, and create derivative works of such Content in any form, media or technology, whether now known or hereafter developed, for the purposes of operating, marketing, promoting, and improving our website and our Service.  Except as otherwise provided herein, any redistribution, retransmission or publication of the Content without the express written consent of the Content owner is prohibited.


1.2 Our Content.  The website and the Service are proprietary to Working Not Working, and are protected by intellectual property and other laws.  All content, documentation, text, software, images, photos, video, graphics, music, sound or other multimedia files or materials (collectively, the “WNW Materials”) that is displayed on or transmitted via the website is protected by copyright as a collective work and/or compilation, pursuant to United States copyrights laws and international conventions, and all right, title and interest in and to such collective work and/or compilation, as a whole, shall vest with Working Not Working.  Although Working Not Working shall be the copyright owner of such collective works and/or compilations, we may only use your Content, which is a contribution to the collective work, as provided for in Section 1.1 above.


Any reproduction, modification, or creation of derivative works based on the website or the Service (or any portions thereof) without the express written consent of Working Not Working is prohibited.  You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the website.


Working Not Working™ is a trademark of Working Not Working, LLC.  You may not use any Working Not Working logo or any other proprietary graphic or trademark without our express written consent.


1.3 Your Account.  In order to use the website, you are required to register for an Account.  Working Not Working agrees to provide you with a personal, non-transferable Account enabling you to use the website.  In consideration for your Account, you hereby agree to: (a) provide true, accurate, current and complete information about yourself when registering for your Account; (b) maintain and promptly update your Account to keep it true, accurate, current and complete; and (c) comply fully with the terms and conditions of this Agreement.  If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Account and refuse future use of the Service.  Working Not Working may, at its sole discretion and at any time, disallow the use of certain usernames.


1.4 User Representations.  You represent and warrant that: (a) you are at least eighteen (18) years of age and have the power and authority to enter into this Agreement; (b) all information provided by you to Working Not Working is true, accurate and complete; (c) you own, or have the necessary consent to disseminate, all Content that you upload to the website; (d) you are not an employee orowner of, or similarly affiliatedwith, any staffing agencies, “headhunters” or the like, and you shall not perform any services commonly associated with staffing agencies and “headhunters,” directly or indirectly, on or through the website and (e) you shall comply fully with the terms and conditions of this Agreement.


1.5 Fee Policy.  Currently, Users may create a “freelancer” Account for free. However, Working Not Working charges a subscription fee for the use of “manager” Accounts. We will notify Account holders if/when a change is made to their subscription fee policy.  We reserve the right to delete your account and block further use of the website or Service if we have reason to believe you have signed up for a “freelancer” account to avoid paying a subscription fee.  


In the event that your Account is terminated due to a breach of this Agreement, we reserve the right, in our sole discretion, to retain the subscription fee without any offset or refund of any kind.


1.6 User’s Agreement; Restrictions.    You agree to: (i) maintain the security of your User identification, password and other Account information; (ii) be solely responsible for the security, confidentiality and integrity of all messages and Content you disseminate, transmit or store on the website; (iii) be responsible for the payment of all charges resulting from the use of your Account, including any unauthorized use prior to your notifying us in writing of such unauthorized use and taking steps to prevent its further occurrence (e.g., by changing your password); (iv) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations; and (v) comply with the terms and conditions of this Agreement.  You may not, in whole or in part, without obtaining the express written consent of Working Not Working and/or the copyright owner, as applicable, (a) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Content or the WNW Materials; (b) distribute (except, if you are a “manager” User, for the purposes of reviewing a “freelancer” User’s suitability for a job for which you are hiring) or otherwise transfer rights to, or in any way exploit, the Content; or (c) alter or remove any proprietary notices or labels on the Content or the WNW Materials. 


1.7 Accessibility.   You acknowledge and accept that from time to time the website may be inaccessible or inoperable for any reason, including, without limitation, equipment malfunctions, periodic maintenance or repairs, and/or causes beyond our control or which are not reasonably foreseeable.


2. DISCLAIMER


2.1 Disclaimer of Warranties.  YOU AGREE THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND.  ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED.  TO THE FULLEST EXTENT PERMITTED BY LAW, WORKING NOT WORKING DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE WEBSITE.  WORKING NOT WORKING EXPRESSLY DISCLAIMS ANY WARRANTIES FOR ANY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE.  WORKING NOT WORKING CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. WORKING NOT WORKING CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER MALICIOUS CODE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  Some jurisdictions do not allow the disclaimer of implied warranties.  In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.


2.2 Disclaimer of Third Party Information; Confidentiality.   Statements made in websites, newsgroups, message boards, e-mail, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the website are not authorized Working Not Working spokespersons, and their views do not necessarily reflect those of Working Not Working. Any statements or other communications which you make or post on any public area of the website shall be deemed non-confidential.


3. ONLINE COMMUNICATIONS


3.1   User Submissions.  You may post and submit various online communications, ideas and other information (collectively, the “User Submissions”) on the website through your Account. Neither User Submissions nor Content are edited, censored, or otherwise controlled by Working Not Working. We do not screen User Submissions or Content provided by you to the website.  Notwithstanding the foregoing, we reserve the right to monitor and remove User Submissions and Content which we, in our sole discretion, determine to be (i) abusive, libelous, defamatory or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of a copyright trademark, or other intellectual property right of another; or (iv) offensive or otherwise unacceptable.  By posting User Submissions or Content on the website, you acknowledge, represent and warrant that: (a) your User Submissions and Content are original, or that you have the necessary consent to submit such User Submissions and Content; (b) your User Submissions and Content do not contain confidential or proprietary information(and Working Not Working is under no duty of confidentiality, express or implied, with respect to your User Submissions and Content)and (d) you shall have no recourse against Working Not Working for any alleged or actual infringement or misappropriation of any proprietary right in your User Submissions by us or any third-party.  You further waive any moral rights in and to any such User Submissions. 


3.2   User Restrictions. You are responsible for your Content, User Submissions, and your use of the website. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to the website with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or other content which is unlawful, discriminatory, indecent, obscene or pornographic; (d) post or transmit any message which is harmful, threatening, abusive or hateful; (e) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (f) use the website to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (g) solicit login information or access an Account other than your own; (h) intercept or attempt to intercept e-mail or other private communications not intended for you; (i) post or transmit unauthorized and/or unsolicited commercial communications (such as spam) from or to the website; (j) post or transmit any message, data, image or other content from, for, or otherwise in connection with any staffing agencies, headhunters or the like, all of who are strictly prohibited from using the website; (k) send unsolicited e-mail messages through third-party mail servers in order to relay your e-mail or hide the origination of your e-mail to others; (l) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (m) upload viruses, malicious code or corrupted data to the website; (n) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the website; (o) falsify the source or origin of software or other material contained in a file that you upload to the website; (p) access the website to collect Content or other User information using automated means such as harvesting bots, robots, spiders, or scrapers; (q) do anything that could disable, overburden, or impair the website, such as a denial of service attack; (r) use, download, copy or otherwise provide to any third party the User directory or any portion thereof(except as otherwise expressly permitted by this Agreement); (s) falsely purport to be an employee or agent of Working Not Working; (t) act, or fail to act, in a manner that is contrary to applicable law or regulation with respect to your use of the website; or (u) engage in any other activity reasonably deemed to be in conflict with the spirit or intent of this Agreement.


4. OPERATION


Working Not Working reserves complete and sole discretion with respect to the operation of the website and may, among other things: (a) review uploaded files, conferences, BBSs, forums, and chats and authorize restrictions on access thereto; (b) pursuant to the Privacy Policy, make information relating to the website and/or Users available to third parties; (c) withdraw, suspend or discontinue any functionality or feature of the website; and (d) delete e-mail or private messages if such e-mail or private messages have not been accessed by a User within the time allotted by us according to our policies. We will not review the contents of e-mail or private messages except as required or allowed by applicable law or legal process. 


5. OTHER WEBSITES


You are encouraged to use discretion while browsing the Internet using links initiated at the website, whether by us or by other Users. These links may lead to sites containing information that some people may find inappropriate or offensive. They may also lead to sites which, among other things, may contain inaccurate information, false or misleading advertising, bugs, viruses or SPAM, or information which violates copyright, libel, defamation or other laws. Working Not Working does not control such sites and makes no representations concerning any effort to review the content of sites linked from or to, or listed on, the website.


6. DEALINGS WITH THIRD PARTIES


Your participation, correspondence or business dealings with any third party found on or through the website, whether related to the delivery of goods or services in exchange for payment or otherwise, and any terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. Working Not Working makes no representations concerning such dealings.  You acknowledge and agree that Working Not Working is not a party to any such dealings and shall not be responsible or liable for any loss, damage or other matters resulting therefrom.


7. PRIVACY POLICY


Working Not Working considers its Users’ privacy to be of the utmost importance. By registering for an Account and agreeing to the terms and conditions of this Agreement, you also are agreeing to the terms of the Privacy Policy, which is located athttp://support.workingnotworking.com/customer/portal/articles/330138-privacy-policy, and which is incorporated by reference into this Agreement.


8. INDEMNIFICATION


YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS WORKING NOT WORKING, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, INFORMATION PROVIDERS AND SUPPLIERS (COLLECTIVELY, THE “WNW PARTIES”) FROM AND AGAINST ALL CLAIMS, LOSSES, DEMANDS, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE SERVICE, OR YOUR VIOLATION OF THIS AGREEMENT.


9. WAIVER; RELEASE; LIMITATION OF LIABILITY


UNDER NO CIRCUMSTANCES SHALL WORKING NOT WORKING BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE, THE SERVICE, OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO USE THE WEBSITE DUE TO AN INTERRUPTION, SUSPENSION, MODIFICATION, OR TERMINATION OF THE SERVICES.  SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY LINKS ON THE WEBSITE, AS WELL AS ANY INFORMATION, ADVICE, PROMISES OR OTHER COMMUNICATIONS RECEIVED THROUGH OR IN CONNECTION WITH OTHER WEBSITE USERS.  THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Some jurisdictions do not allow for some limitations of liability.  In such jurisdictions, some of the foregoing limitations may not apply to you.


NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE WNW PARTIES, IF ANY, SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU.


WORKING NOT WORKING DOES NOT SUPERVISE, MONITOR OR CONTROL INTERACTIONS BETWEEN USERS.  ACCORDINGLY, YOU HEREBY AGREE TO (A) RELEASE THE WNW PARTIES AND THEIR DESIGNEES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, THE WEBSITE, OR ANY CONTENT OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR THE WEBSITE; (B) WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY LAW (WHETHER STATUTORY OR NON-STATUTORY) OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER; AND (C) WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF ANY LAW, RULE OR REGULATION OF ANY OTHER JURISDICTION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.


10. THIRD PARTY RIGHTS


The provisions of Sections 8 (Indemnification) and 9 (Waiver, Release and Limitation of Liability) are for the benefit of the WNW Parties.  Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf.


11. TERM; TERMINATION


You may terminate your use Account at any time.  Working Not Working may terminate or suspend your right to use the website at any time, with or without cause, and without prior notice.  The provisions of Sections 1, 2, 3, 5, 6, 8, 9, 10, and 13 shall survive the expiration or earlier termination of your Account.


12. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION


Working Not Working respects the intellectual property rights of others. Please notify us of possible copyright infringement so that we can investigate such claims and remove infringing material.  To make a claim, please provide the following in writing (the “Infringement Notice”): (i) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly being infringed upon; (ii) A description of the copyrighted work or other intellectual property that has allegedly been infringed upon; (iii) The location on the website of the allegedly infringing material; (iv) Your contact information, including your address, telephone number, and e-mail; (v) A statement by you 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 by you, under penalty of perjury, that the information contained in the Infringement Notice is accurate, and that you are the copyright or intellectual property owner (or are authorized to act on the copyright or intellectual property owner’s behalf).


For infringement claims, please contact our agent designated to receive and act on violations under the Digital Millennium Copyright Act atofficer@workingnotworking.com.


13. MISCELLANEOUS


This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws. You agree that any legal action or proceeding between Working Not Working and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be resolved individually, without resorting to any form of class action, and shall be brought exclusively in a court of competent jurisdiction sitting in San Francisco County, California, United States.  Any cause of action or claim you may have with respect to Working Not Working must be commenced within one (1) year after the claim or cause of action arises. Working Not Working’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement, along with the Privacy Policy, constitutes the entire agreement of the parties with respect to the Service and supersedes any and all prior agreements. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. Working Not Working may assign its rights and duties under this Agreement to any party at any time without notice to you.


14. NOTICE


Working Not Working may deliver notice to you under this Agreement via e-mail, a general notice on the website, or by written communication delivered by first class U.S. mail to your address on record according to your Account. You may deliver notice to Working Not Working at any time via e-mail at notice@workingnotworking.com or via mail at: 



Working Not Working
80 Varick St #4C
New York, NY 10013


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