Last revised on: May 1st, 2018
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Sebastien Sanz de Santamaria, d/b/a Rivet (“Rivet”, “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to register with our service located at and any other services and applications, owned and operated by us and any services, applications or services that link to or reference this Agreement (collectively, the “Services”).
Rivet may amend this Agreement and the other User Terms at any time by posting a revised version on the Services. Any revisions to the User Terms will take effect on the noted effective date or when posted if there is no noted effective date (each an “Effective Date”).
Your continued use of the Services after the Effective Date of the User Terms constitutes your acceptance of and agreement to be bound by the User Terms as revised. In the event of a conflict between this Agreement and any other User Terms, this Agreement will control unless otherwise explicitly stated.
By registering for a Rivet account (a “User Account”), or by clicking to accept the User Terms when prompted, you are deemed to have executed the User Terms electronically, effective on the date you register your User Account or click to accept the User Terms, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your User Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print the User Terms, including any amendments.
The Services constitute a marketplace where Organizations and Creative Individuals can identify each other and advertise, give, buy, and sell Creative Services online. Subject to the User Terms, Rivet provides the Services to Users, including hosting and maintaining the Services.
REGISTRATION; REPRESENTATIONS AND WARRANTIES OF USERS
- To use the Services, you must register for a User Account.
- To register for a User Account or otherwise use the Services, you understand and agree to the following representations and warranties: (i) you have, a business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity); (ii) you intend to use the Services for your business purposes only or as an employee of a User; (iii) you or your business comply with any licensing or registration requirements with respect to your business; (iv) you are, a legal entity or an individual 18 years or older who can form legally binding contracts; (v) you agree to abide by the User Terms, (vi) you are not a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (vii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; and (viiii) you are not an individual, employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree to cease using the Services immediately if any of these representations and warranties ceases to be true and accurate.
- If you are an Organization or a Creative Individual, you represent and warrant that you (i) use your Profile to market your business to others for the purpose of entering into relationships with other Users; (ii) agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Services or otherwise provide to us or other Users; (iii) agree to update your information to maintain its truthfulness, accuracy, and completeness; (iv) agree not to register for more than one User Account without express written permission from us; and (v) agree not to ask or allow another person to create a User Account on your behalf, for your use, or for your benefit.
When registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users.
When you register for a User Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Rivet, if it is a separate legal entity. You authorize Rivet, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
USERNAMES AND PASSWORDS
- When you register for a User Account, you will be asked to provide a valid email address and choose a password for the Account. The provided email address is your main identification.
- You are entirely responsible for safeguarding and maintaining the confidentiality of your Account password. You authorize Rivet to assume that any person using the Service with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password.. You agree not to share your password with any third parties.
- You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Service and you understand and agree that Rivet will enable Users to post feedback about Users on User Profiles and elsewhere on the Service. You acknowledge and agree that feedback may include scores, rankings or comments, if any. You further acknowledge and agree that Rivet will make feedback results available to other Users. Rivet enables feedback to be posted as a means through which Users can share their opinions publicly and Rivet does not monitor or censor these opinions.
- Rivet does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Rivet do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your feedback if such remarks are legally actionable or defamatory. Rivet is not legally responsible for any feedback or comments posted or made available on the Service by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Rivet reserves the right (but is under no obligation) to remove posted feedback or information that, in Rivet’s sole judgment, violates the User Terms or negatively affects our marketplace. You acknowledge and agree that you will notify Rivet of any error or inaccurate statement in feedback you post or is about you, and that if you do not do so, Rivet may rely on the accuracy of such information.
- REGISTRATION; REPRESENTATIONS AND WARRANTIES OF USERS
RELATIONSHIP BETWEEN ORGANIZATION AND CREATIVE INDIVIDUALS
You understand and agree that you may enter into an formal or informal accord with another User to establish an Agreement to perform or receive services. These Agreements are in addition to, and not in replacement of these User Terms. These agreements may not expand Rivet’s obligations or restrict Rivet’s rights under the User Terms. You acknowledge and agree that Rivet is not a party to any such Agreements, and that the formation of a said Agreement between Users will not, under any circumstance, create an employment or other service relationship between Rivet or Organization and any Creative Individual.
- USER AGREEMENTS
NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
Rivet merely makes the Service available to enable Creative Individuals to do so themselves. Therefore, Rivet does not charge a fee when a Creative Individual finds suitable Organizations or finds an Engagement.
RECORDS OF COMPLIANCE
User agrees to create and maintain records to document satisfaction of their respective obligations under this Agreement. Nothing in this subsection requires or will be construed as requiring Rivet to supervise or monitor a User’s compliance with this Agreement, the other User Terms, or any additional Agreement between Users.
RELATIONSHIP WITH RIVET
- Rivet is not a party to the dealings between Organizations and Creative Individual, including posts, proposals, screening, selection, contracting, and performance of Creative Individual Services. Rivet does not introduce Creative Individuals to Organizations or help Creative Individuals find Engagements. Rivet merely makes the Service available to enable Creative Individuals to identify and determine the suitability of Organizations for themselves and to enable Organizations to identify and determine the suitability of Creative Individuals for themselves. Rivet does not, in any way, supervise, direct, or control Creative Individual or Creative Individual’s work. Rivet does not set Creative Individual’s work hours, work schedules, or location of work. Rivet will not provide Creative Individual with training or any equipment, labor, or materials needed for a particular Creative Individual who is in active engagement with an Organization. Rivet does not provide the premises at which the Creative Individual will perform the work. Rivet makes no representations about, and does not guarantee the quality, safety, or legality of, the Creative Individuals; the truth or accuracy of an Organization’s listings on the Service; the qualifications, background, or identities of Users; the ability of Creative Individuals to deliver the Creative Individual Services; the ability of Organizations to pay for the Creative Individual Services; or that a Organizations or Creative Individual can or will actually complete a transaction.
- You expressly acknowledge, agree, and understand that: (a) the Service is merely a venue where Users may act as Organizations and/or Creative Individuals; (b) Rivet is not a party to any Creative Individual Services Agreements between Organizations and Creative Individuals; (c) you are not an employee of Rivet, and Rivet does not, in any way, supervise, direct, or control the Creative Individual or Creative Individual Services; (d) Rivet will not have any liability or obligations under or related to Creative Individual Services Agreements for any acts or omissions by you or other Users; (e) Rivet has no control over Creative Individuals or the Creative Individual Services offered or rendered by Creative Individuals or Organizations; (f) Rivet makes no representations as to the reliability, capability, or qualifications of any Creative Individual or the quality, security, or legality of any Creative Individual Services, and Rivet disclaims any and all liability relating thereto; and (g) Rivet is not required to and may not verify any feedback or information given to us by Creative Individuals or Organizations, nor does Rivet perform background checks on Creative Individuals or Organizations.
- You hereby acknowledge and agree that Rivet may provide information on the Service about a Creative Individual or Organizations, such as feedback, including a rating or score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Creative Individuals or Organizations voluntarily submit to Rivet and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Rivet. Rivet provides information solely for the convenience of Users.
COMMUNICATIONS FROM YOU TO Rivet
All notices to Rivet or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: Sebastien Sanz de Santamaria, d/b/a Rivet, 471 56th Street #3, Brooklyn NY 11220; or (c) in writing via email to email@example.com. All such notices are deemed effective upon receipt by Rivet. Rivet does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Rivet or its registered agent for service of process.
LICENSES AND THIRD-PARTY CONTENT
SERVICE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with the User Terms, Rivet grants you a limited license to access and, if you have created a User Account, to use the Service for the purpose of using the Services. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Services in any way for any public or commercial purpose without Rivet’s prior written consent. You must not use any content of the Services on any other website or service or in a networked computer environment for any purpose except your own viewing without Rivet’s prior written consent. You must not frame or link to the Services except as permitted in writing by Rivet. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Service or Services unless expressly permitted by applicable law. You will not access Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Services. Rivet and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Services. The Rivet logos and names are trademarks of Rivet and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Service or Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the User Terms confers any license under any of Rivet’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
USER CONTENT LICENSE
- When you post User Content on the Service or through the Services or provide Rivet with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Rivet may exercise the rights to your User Content granted under the User Terms without any liability or obligation for any payment.
- The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Service, except that you grant Rivet and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
- You may submit comments or ideas about the Services, including without limitation about how to improve the Service or Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Rivet under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Rivet does not waive any rights to use similar or related ideas known or developed by Rivet or obtained from sources other than you.
UNAUTHORIZED ACCESS AND USE; SERVICE INTERFERENCE; MALICIOUS SOFTWARE
- You agree that you will not use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission. You will not access the audiovisual content available on the Service for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Service’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Service) from the Service, any software code that is part of the Service, or any services that are offered on the Service without the prior express written permission of Rivet and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Service or any activities conducted on the Service; (d) bypass any measures we may use to prevent or restrict access to the Service or any subparts of the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (g) collect or harvest any personally identifiable information, including Account names, from the Service; (h) access any content on the Service through any technology or means other than those provided or authorized by the Service; or (i) directly or indirectly, advertise or promote another service, product or service or solicit other Users for other products or services.
- Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Service or the Service software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Service or any other software, firmware, hardware, computer system, or network of Rivet or any third party
LINKS AND APPLICATIONS
The Service may contain links to third-party services. The Service may also contain applications that allow you to access third-party services via the Service. Such third-party services are owned and operated by the third parties and/or their licensors. Your access and use of third-party services, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party services. You acknowledge and agree that Rivet is not responsible or liable for: (a) the availability or accuracy of third-party services; or (b) the content, advertising, or products on or available from third-party services. You are responsible for deciding if you want to access third-party services by clicking on a link or installing an application. The inclusion of any link or application on the Service does not imply that we endorse the linked Service or application. You use the links and third-party services at your own risk and agree that your use of an application or third-party service via the Service is on an “as is” and “as available” basis without any warranty for any purpose.
We may from time to time in our sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the User Terms, unless otherwise provided in terms associated with such Update. Rivet reserves the right, at any time, to modify, suspend, or discontinue Services or any part thereof without notice. You agree Rivet will not be liable to you or any third party for any modification, suspension, or discontinuance of Services or any part thereof.
- SERVICE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
To the extent Rivet or you provide Confidential Information to the other, the recipient will protect the secrecy of the disclosure’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 another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Creative Individual Services (including, without limitation, the storage or transmission of Confidential Information on or through the Service); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Creative Individual Services. 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.
Upon request, the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Rivet is permitted to keep archive copies of all information. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
YOU AGREE NOT TO RELY ON THE SERVICES, ANY INFORMATION ON THE SERVICE OR THE CONTINUATION OF THE SERVICE. THE SERVICE AND THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. RIVET MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICE, THE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHER TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIVET DISCLAIMS 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. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST RIVET WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
LIMITATION OF LIABILITY
Rivet is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the User Terms, including, but not limited to:- your use of or your inability to use our Service;- delays or disruptions in our Service;- viruses or other malicious software obtained by accessing, or linking to, our Service;- glitches, bugs, errors, or inaccuracies of any kind in our Service;- damage to your hardware device from the use of the Service;- the content, actions, or inactions of third parties’ use of the Service;- a suspension or other action taken with respect to your account;- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Service; and- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the User Terms.
ADDITIONALLY, IN NO EVENT WILL RIVET, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Rivet is not a party to any contract between Users, you hereby release Rivet, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Creative Individual Services provided to Organizations by a Creative Individual and requests for refunds based upon disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1342 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that Rivet breached the User Terms.
You will indemnify, defend, and hold harmless Rivet, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Services by you or your agents, including any payment obligations incurred through use of the Services; (b) any Creative Individual Services Agreement entered into by you or your agents with on Organization, including, but not limited to, the classification of a Creative Individual as an independent contractor; the classification of Rivet as an employer or joint employer of Creative Individual; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the User Terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
TERM AND TERMINATION
The User Terms as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Service and will remain in effect for the duration of your use of the Services. Either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other User Terms and termination of your User Account. You may provide written notice to firstname.lastname@example.org In the event you properly terminate this Agreement, your right to use the Service is automatically revoked, and your Account will be closed.
Without limiting Rivet’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Service and refuse to provide any or all Services to you if: (i) you breach the letter or spirit of any terms and conditions of the User Terms; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Rivet or our Affiliates; may be contrary to the interests of the Service or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Service under the same Account or a different Account or re-register under a new Account without Rivet’s prior written consent.
Violations of the User Terms may be prosecuted to the fullest extent of the law and may result in penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Service. If practicable or required by law, Rivet will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Rivet will have no liability whatsoever.
ENFORCEMENT OF AGREEMENT
Rivet has the right, but not the obligation, to suspend or revoke your access to the Service and Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the User Terms or violated our rights or those of another party. Without limiting Rivet’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Service to you if (a) you breach any terms and conditions of this Agreement or other User Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Rivet.
CONSEQUENCES OF AGREEMENT TERMINATION
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Service depend on transparency of User’s Account status to all Users, including both yourself and other Users. You therefore agree as follows: IF RIVET DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, RIVET HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO ANY INFORMAL OR FORMAL AGREEMENTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement and the other User Terms that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
- ENFORCEMENT OF AGREEMENT
CANCELLATIONS, REFUNDS, AND DISPUTES
DISPUTE PROCESS AND SCOPE
If a dispute arises between you and Rivet, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Rivet agree to resolve any claim, dispute, or controversy that arises out of or relates to the User Terms, your relationship with Rivet, the termination of your relationship with Rivet, or the Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the User Terms, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Rivet or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
CHOICE OF LAW
This Agreement, the other User Terms, and any Claim will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Creative Individual or Organization located within the United States will be governed by the law of the state in which such Creative Individual or Organization resides.
INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify Rivet of the Claim by email to email@example.com, and Rivet agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Rivet must include pertinent account information, a brief description of the Claim, and Rivet’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Rivet will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Rivet, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Rivet ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Users that allege employment or worker classification claims will be conducted within 25 miles of where the Creative Individual is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Rivet will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Creative Individual will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Rivet may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.
Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative Team if applicable law permits the Team to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any Team in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the User Terms is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Rivet agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
CLASS ACTION AND JURY TRIAL WAIVER
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Rivet agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Rivet agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Rivet may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Rivet in writing within 30 days of the date you first registered for the Service. To opt out, you must send a written notification that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. You may send this written notification to firstname.lastname@example.org.
- SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
- DISPUTE PROCESS AND SCOPE
Notwithstanding subsection 16.1 (Entire Agreement), Organizations and Creative Individuals 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 the User Terms, however, will govern and supersede any term or condition in a side agreement that purports to expand Rivet’s obligations or restrict Rivet’s rights under the User Terms.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Service. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to the User Terms will be binding upon Rivet unless in a written instrument signed by a duly authorized representative of Rivet. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 16.4 (Modifications) does not apply to amendments to the User Terms posted by Rivet to the Service from time to time.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign the User Terms, or any of its rights or obligations hereunder, without Rivet’s prior written consent in the form of a written instrument signed by a duly authorized representative of Rivet (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Rivet may freely assign this Agreement or the other User Terms without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the User Terms will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other User Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. If an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination.
PREVAILING LANGUAGE AND LOCATION
The English language version of the User Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Service is controlled and operated from our facilities in the United States. Rivet makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Service if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Service; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- ENTIRE AGREEMENT
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Rivet.
“Organizations” means any authorized User utilizing the Service to seek and/or obtain Creative Individual Services from another User that has the status of a not-for-profit organization under U.S. law.
“Organizations Deliverables” means requests, intellectual property, and any other information or materials that a Organization receives from a Creative Individual.
“Confidential Information” means Organizations Deliverables, Creative Individual Deliverables, Work Product, and any other information provided to, or created by, a User for a Creative Individual to perform or assist in performing any agreed upon services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Creative Individual or Organizations; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an engagement for that a Creative Individual provides to a Organizations on the Service, as well as an engagement for that a Organization provides to a Creative Individual on the Service.
“Creative Individual” means any authorized User utilizing the Service to advertise and provide Services to Organizations.
“Services” means all services performed for or delivered to Organizations by Creative Individuals or to Creative Individuals by Organizations.
“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.
“Services Agreement” means, as applicable, the provisions between a Organizations and a Creative Individual governing the Services to be performed by a Creative Individual for Organizations for an Engagement or Services to be performed by an Organization's for a Creative Individual for an Engagement.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Service or provide to Rivet.
If you have questions or need assistance, please contact us at email@example.com