Terms of Service

TERMS OF USE
Celerative, Inc.
Last updated December 12, 2018
Terms and Conditions

These terms and conditions govern your access to and all use of the website (www.celerative.com), subpages, subdomains, mobile applications, and all content, services, and products available at or through the website and mobile applications (collectively, the “Site”) of Celerative, Inc. (“CELERATIVE”). Please read this agreement carefully before using the Site. By accessing or using the Site, you are agreeing to the terms and conditions herein and entering into a legally binding contract with CELERATIVE. Do not access or use the Site if you are unwilling or unable to be bound by the following Terms.
A. Definitions.
The following words are used throughout these Terms of Use and Privacy Policy and have the following specific meanings irrespective of whether they are capitalized, used in the past, present, or future tense, or used in their singular or plural form: “Terms” refers collectively to all of the terms, conditions, and notices contained or referenced in this Terms of Use (as may be subsequently modified).
“CELERATIVE,” “We,” Us,” and “Our” means Celerative, Inc. as well as our affiliates, shareholders, directors, officers, and employees.
As set forth above, “Site” refers to CELERATIVE’S website (www.Celerative.com), subpages, subdomains, mobile applications, and all content, services, and products available at or through the website and mobile applications.
“User,” “You,” and “Your” refers to the person, company, or organization that has visited or is using the Site and/or the Service, including anyone who browses, crawls, scrapes, or in any way accesses or uses the Site. “Customer” refers to a User that has registered as an “Customer” on the Site, and is using the Site in his or her capacity as a registered Customer. Customers are not employees or agents of CELERATIVE and no employer-employee relationship is created by the Customer’s engagement of an Expert through the Site. Customers may post a discrete Project for completion by a selected Expert. See Section B for more information regarding the rules governing the engagement of an Expert.
“Expert” refers to a User that has registered as an “Expert” on the Site, and is using the Site in his or her capacity as a registered Expert. Experts are not employees or agents of CELERATIVE and no employer-employee relationship is created by the Customer’s engagement of an Expert through the Site. Experts may apply for a discrete Project posted by a Customer, which Project must be completed under the direct supervision of the Customer that posted the Project on the Site. See Section B for more information regarding the rules governing the engagement of an Expert.
“Project” means a request posted by a Customer on the Site seeking the services of an Expert to complete a discrete task, including without limitation, software development.
“Assigned Project” means a Project that has been assigned by the Customer to a specific Expert for completion, the Expert has accepted the Project.
“Project Price” means the price that the Customer will pay for the the Project, inclusive of the Support Fee and credit card processing fees. The Project Price will be billed on month to month or bi-weekly commitment as determined through the Site.
“Refundable Search Fee” means the fee that is paid to CELERATIVE to search for an Expert after Creation of a Project but prior to selection of an Expert and Payment of the Project Price.
“Retainer Fee” means the fee that is paid to CELERATIVE in advance of any Expert work on an Assigned Project equal to the amount of one billing cycle. The fee will be retained until a Project is concluded and at that point will applied to any outstanding amounts due to Expert or CELERATIVE. If any funds remain after the payment of amounts due such sum will be refunded to the Customer.“Service Fee” means the service fee that is paid to CELERATIVE for the use of its marketplace through the Site and Service. It is comprised of the Refundable Search Fee and the Retainer Fee as set forth above.
“Support Fee” means the percentage fee that is Paid to CELERATIVE out of the Expert’s hourly rate for continuing Service. CELERATIVE may use any portion the Support Fee to obtain Third Party Content for the Site.
“Service” means the services provided by CELERATIVE, including without limitation access to CELERATIVE’S online community, communication tools, document management system, and payment services. CELERATIVE does not provide a Customer referral service or serve as an employment agency. We provide a marketplace for Customers to connect with Experts for discrete projects.
“Content” means all documents, communications, alerts, emails, text, images, photos, audio, video, location data, and all other forms of data or communication.
“Protected Content” means: (i) Content related to an Assigned Project that is posted to the Site by either the Customer or the Expert and is posted to the Site in the “Documents” or “Communication” sections of the Assigned Project’s dashboard in furtherance of the Expert’s completion of the Assigned Project; and (ii) your payor or payee information. See Section G for a discussion as to how the Protected Content is encrypted and secured.
“User Content” means Content that Users submit or transmit to, through, or in connection with the Site. User Content does not include Protected Content.
“CELERATIVE Content” means Content that we create and make available in connection with the Site.
“Third Party Content” means Content that originates from parties other than CELERATIVE or its Users, which is made available in connection with the Site.
“Site Content” means all of the Content that is made available in connection with the Site, including User Content, Third Party Content, and CELERATIVE Content.
B. About the Site.
The Site is a marketplace for Customers to engage Experts for a discrete Project, providing secure communication and document management tools and handling payment and taxes for the transaction.
Critical rules for the use of the Site. Users of the Site agree to fully comply with the following rules: For each Assigned Project, the Customer shall have sole responsibility for the work product provided by the Expert to the Customer. For each Assigned Project, the Customer shall supervise the Expert’s performance of service on the Assigned Project to ensure compliance with applicable laws. All payment for CELERATIVE Services shall be completed through the Site. Any Expert applying for a Project shall not contact the Customer (or any of the Customer’s partners, associates, or employees) that has posted a Project by any form of communication, including without limitation by email, LinkedIn, phone, or Facebook, unless and until the Expert has been notified that the Expert has been selected by the Customer to complete the Project. CELERATIVE does not review or approve the Projects before they are posted to the Site and does not have any involvement in determining the Project Price. At no point may CELERATIVE be held liable for the actions or omissions of any User, including Customers and Experts.
CELERATIVE is not a Customer referral service or employment agency. CELERATIVE does not select or endorse any individual Customer or Expert. While CELERATIVE uses reasonable efforts to confirm that Customers are actual entities or persons and Experts are qualified, we do not make any warranty, guarantee, or representation as to the foregoing or as to the ability, competence, quality, or qualifications of any Customer or Expert. CELERATIVE does not represent, warrant, or guarantee that Customers or Experts are covered by any form of insurance.
CELERATIVE does not endorse any of its Users. CELERATIVE only provides a marketplace on which Customers seeking assistance on a project basis may communicate and transact with Experts that work directly under the Customers’ supervision. CELERATIVE does not endorse any of its Users and makes no representations or warranties concerning the qualifications of Customers or Experts on the Site.
CELERATIVE does not vouch for the accuracy of reviews. Customers and Experts review one another on the Site. These reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future engagement. CELERATIVE has no responsibility or liability of any kind for any User Content or Third-Party Content and any use or reliance on User Content or Third-Party Content is solely at your own risk.
Use of the Site does not create an employment of other relationship. CELERATIVE is not liable for the actions or omissions of any Customer or Expert.
C. Payment for Projects.
CELERATIVE’s Service Fee and Support Fee. CELERATIVE does not provide Expert services and does not charge for such services. CELERATIVE only receives the Service Fee and the Support Fee for the use of its marketplace through the Site and for the Services.
Timing of Payment by Customers. Customers pay the Refundable Search Fee upon creation of a Project and the Retainer Fee upon selecting an Expert for the Project. Customers will not be able to select an Expert until the full Service Fee has been paid. If a Dispute Resolution Procedure (as discussed in Section E) is commenced, payment will be treated in accordance with Section E below. The Project Price is paid to the Expert less Support Fee. For each Assigned Project, the Expert will be paid the Project Price net of the Support Fee. Experts who accept a Project through the Service shall receive payment exclusively through the Service. Payments made to Experts via CELERATIVE’S billing platform are transferred directly to the account designated by the Expert. Experts must provide their payment account information prior to receiving payment on a Project. The Project Price presented to Experts is net of the Support Fee. When viewing posted, but unassigned Projects, Experts will be shown the Project Price net of the Support Fee. Timing of Payment to Experts. Experts will receive their payment upon the earlier of: (i) the Customer’s acceptance of the Expert’s submitted Project invoice on the Site; or (ii) 96 hours after the Expert has submitted an invoice for the Project on the Site and the Customer has neither accepted the Project invoice nor commenced a Dispute Resolution Procedure (as discussed in Section E). If a Dispute Resolution Procedure is commenced, payment will be treated in accordance with Section E below.
1099 Tax Reporting. CELERATIVE will issue IRS Form 1099s to applicable Experts for services provided to Customers through the Site.
Payment Authorization. By agreeing to these Terms, every Customer gives CELERATIVE permission to charge the Project Price to his or her on-file credit card, PayPal account, or other approved methods of payment.
Promotional codes and credits. CELERATIVE may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to an Expert’s services, subject to the following terms and any additional terms that CELERATIVE establishes on a per promotional code basis (“Promo Codes”): From time to time, Customers may have access to discounts supplied by CELERATIVE which, in part, use CELERATIVE’S funds to pay for a portion of the Project Price. The use of such coupons does not imply any Customer-Customer relationship or employer-employee between CELERATIVE and the Customers or Experts where a coupon is used for any portion of the Project Price. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner. Promo Codes may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by CELERATIVE. Promo Codes have no cash value and may expire or be disabled by CELERATIVE at any time, for any reason, prior to your use. CELERATIVE reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that CELERATIVE determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.
D. Restrictions.
We are under no obligation to enforce these Terms on your behalf against another User. While we encourage you to let us know if you believe another User has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion. CELERATIVE is not responsible for User Content or Third-Party Content. You agree not to hold CELERATIVE liable for User Content or Third-Party Content. You agree not to, and will not assist, encourage, or enable others to use the Site to:
Transmit any Content that is unlawful or promotes unlawful conduct;
Transmit any Content that violates applicable laws or regulations;
Transmit any Content that is false or defames, harasses, abuses, threatens, or incites violence towards any individual or group;
Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
Promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes, except as expressly permitted by CELERATIVE;
Send solicitation or marketing emails, spam, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site’s search results or any third-party website; Violate the privacy of any person;
Impersonate any person or entity, including any of our employees or representatives; or Transmit any Content that is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability. You also agree not to, and will not assist, encourage, or enable others to:
Violate the Terms;
Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content, except as expressly authorized by CELERATIVE;
Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
Reverse engineer any portion of the Site;
Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
Record, process, or mine information about other Users;
Access, retrieve, or index any portion of the Site for purposes of constructing or populating a searchable database;
Reformat or frame any portion of the Site;
Attempt to gain unauthorized access to the Site, User accounts, computer systems or networks connected to the Site through hacking, password mining, or any other means;
Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature;
Use any device, software, or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
Use the Site to violate the security of any computer network, crack passwords, or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content;
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content or features that enforce limitations on the use of the Site; or 
Use, modify, recreate, reproduce, distribute, create derivative works or adaptations of, publicly display, or in any way exploit CELERATIVE Content, the Site, or the Service for your own commercial benefit or otherwise.
Irrespective of whether the restrictions above are permissible under applicable law, you agree not to act contrary to them without providing at least 30 days’ prior written notice to CELERATIVE, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
E. Dispute Resolution Procedure.
By accessing the Site or using the Services, you agree that either a Customer or an Expert may refer a dispute regarding a Project or otherwise (a “Dispute”) to CELERATIVE’S dispute center (the “Dispute Center”) and that upon referral to the Dispute Center, the Dispute will be reviewed by CELERATIVE’S Dispute Center personnel (the “Arbitrator”) who will adjudicate the Dispute and determine how the Dispute will be resolved. You agree that the Arbitrator’s decision is a final determination of the Dispute and agree to be bound by the Arbitrator’s determination.
The Arbitrator has sole and absolute discretion to resolve the Dispute. CELERATIVE’S Arbitrator shall make a final determination in his or her sole and absolute discretion as to how the Dispute will be resolved based upon the information provided by the Customer and the Expert that are party to the Dispute, taking into consideration: (i) the clarity of the description of the Project posted by the Customer; (ii) whether the nature and quality of the Expert’s services rendered in connection with the Assigned Project were consistent with industry standards; (iii) if a scope change is requested, the extent and nature of the scope change; (iv) if revisions are requested by the Customer, the extent and nature of the requested revisions; (v) whether the parties to the Dispute have complied with these Terms; and (vi) any other applicable fact or consideration that may be relevant to the Arbitrator’s determination of the Dispute.
Information. You agree to provide the Arbitrator with information pertinent to the Dispute. By accessing the Site or using the Services, you agree that when a Dispute is initiated by either an Customer or an Expert, you will provide the Arbitrator with one or more of the following if the Arbitrator determines in his or her sole discretion that it is necessary to determine the Dispute: (i) the Expert’s initial submission for the Project; (ii) the Expert’s final submission for the Project; (iii) the written communications between the Customer and the Expert that are party to the Dispute; (iv) the document library for the Project that is the subject of the Dispute; and (v) any other documents or communications requested by the Arbitrator that may assist the Arbitrator in resolving the Dispute.
Cooperation. By accessing the Site or using the Services, you agree that when a Dispute is initiated by either a Customer or an Expert, you will provide your full cooperation to the Arbitrator and will promptly respond to all requests for information or documents. You acknowledge and agree that a failure to fully cooperate with the Arbitrator may result in a determination of the Dispute that is adverse to you.
Payment will be held pending Dispute resolution. The payment price for a Project that is subject to a Dispute will be held until the Arbitrator resolves the Dispute or a consensual resolution is reached by the parties to the Dispute and written notice is provided to the Arbitrator.
Dispute resolution in favor of the Customer. Should the Arbitrator decide the Dispute in favor of the Customer, the Customer will be refunded within five (5) business days of the Arbitrator’s final determination of the Dispute, the Payment Price or such lesser amount as the Arbitrator determines is appropriate in his or her sole and absolute discretion. In such event, the Expert that is a party to the Dispute shall be deemed to have permanently waived his or her right to seek such amounts from the Customer or CELERATIVE.
Dispute resolution in favor of the Expert. Should the Arbitrator decide the Dispute in favor of the Expert, the Expert will be paid within five (5) business days of the Arbitrator’s final determination of the Dispute, the Project Price less the Support Fee, or such lesser amount as the Arbitrator determines is appropriate in his or her sole and absolute discretion. In such event, the Customer that is a party to the Dispute shall be deemed to have permanently waived his or her right to seek such amounts from the Expert or CELERATIVE.
No restrictions on the Arbitrator’s decision. The Arbitrator shall have the sole and absolute discretion to decide the Dispute. The Arbitrator may decide entirely in favor of either the Expert or the Customer or may decide that an appropriate result is to require a partial payment to the Expert or a partial refund to the Customer.
F. Using the Site.
Eligibility. To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if we have previously banned you from the Site.
Permission to use the Site. We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
Site Availability. The Site may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.
User Accounts. You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account and your use of the Site. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. In creating it, you agree to provide complete and accurate information about yourself to bolster your credibility as a contributor to the Site. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts (with the sole exception that you may create one account as an Customer and one account as an Expert). Please read our Privacy Policy (below) for more information.
Communications from CELERATIVE and other Users. By creating an account, you agree to receive communications in connection with the Site.
Responsibility for User Content. You alone are responsible for your User Content, and once posted or published, it cannot always be withdrawn. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in your User Content that makes you personally identifiable. You represent that you own or have the necessary permissions to use and authorize the use of your User Content as described herein. You may not imply that your User Content is in any way sponsored or endorsed by CELERATIVE. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Our right to use you User Content. You own your User Content and except as set forth in this paragraph, we will not use your User Content for marketing purposes without your permission. You agree that: (i) CELERATIVE and other Users may view and otherwise use your User Content in connection with posting a Project, reviewing posted Projects, applying for a Project, selecting an Expert, and otherwise effectuating the posting, review, assignment, and completion of a Project; and (ii) CELERATIVE may use Project descriptions, Project prices, Project data, project performance data, code repositories application periods, project timelines, dashboards, and other User Content provided in connection with posting a Project, as well as ratings and comments, resumes, writing samples, and other User Content for CELERATIVE marketing or other purposes including, to generate dashboards, make recommendations and build predictive models; provided, however, that all such information shall be anonymized before being used by CELERATIVE for its marketing purposes (the “Approved Uses”). As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use your User Content for the Approved Uses. You also irrevocably grant the Users of the Site the right to access your User Content in connection with their use of the Site for the Approved Uses. Finally, you irrevocably waive, and cause to be waived, against CELERATIVE and its Users any claims and assertions of moral rights or attribution with respect to the Approved Uses of your User Content. CELERATIVE May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User Content is appropriate and complies with these Terms and to refuse or remove any User Content that, in our reasonable opinion, violates any CELERATIVE policy or is in any way harmful, inappropriate, or objectionable. CELERATIVE further reserves the right to make formatting and edits and change the manner any User Content is displayed on the Site. Ownership. Except for Content that originates from CELERATIVE, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for your User Content. We own the CELERATIVE Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding your User Content, Protected Content, and Third-Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the CELERATIVE Content and the Site, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the CELERATIVE Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the CELERATIVE Content are retained by us. Advertising. CELERATIVE and its licensees may publicly display advertisements and other information adjacent to or included with your User Content. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to you. User Responsibilities. Customers are solely responsible for ensuring that any Content they post on the Site, including without limitation User Content and Protected Content, fully comply with all applicable laws and regulations, including those concerning intellectual property and those regulating the form, manner, or content of communications with Customers, advertising, or other matters. Other. User Content does not necessarily reflect the opinion of CELERATIVE. We reserve the right to remove, screen, edit, or reinstate User Content and Third-Party Content from time to time at our sole discretion and without notice to you. For example, we may remove a post if we believe it violates our Terms. We have no obligation to retain or provide you with copies of you User Content, nor is there any right of confidentiality with respect to your User Content. G. Privacy Policy.
How we secure your Protected Content. CELERATIVE has employed commercially acceptable means to secure your Protected Content. CELERATIVE uses Amazon Web Services Server Side Encryption referred to as “S3” for the communications and files constituting Protected Content, which is more fully described at http://docs.aws.amazon.com/AmazonS3/latest/dev/serv-side-encryption.html. CELERATIVE uses AES-256 encryption, which is categorized by the National Security Agency as Suite B Cryptography, which is more fully described at https://en.wikipedia.org/wiki/NSA_Suite_B_Cryptography. For more information regarding how the Protected Content is secured by CELERATIVE, please see the security memorandum available in the footer of the Site.
Payment information is maintained by a third-party provider. CELERATIVE uses a third-party provider, Stripe, as the payment gateway. As such, no credit card or bank account information is stored by CELERATIVE.
Information you submit. We may store the information you submit to or through the Site. We use the information to facilitate your use of the Site, provide Site functionality, improve Site quality, personalize your experience, provide customer support, back up our systems, and comply with legal obligations. Among the information you submit to or through the Site, please note: Public Content: Your User Content is meant for public consumption.
Messaging: If you exchange messages with others through the Site, we may store these messages in order to deliver them and allow you to manage them. If we send information from the Site to your phone via SMS text message, we may log your phone number, phone carrier, and the date and time that the message was processed. Carriers may charge recipients for texts that they receive. You may change your account preferences to select the way in which you prefer to receive messages from CELERATIVE. Credit Card Purchases: If you submit a Project or are entitled to be paid for a Project you have completed, we, or a third-party processor, may collect and store billing and credit card information. This information will only be shared with third parties who perform tasks required to complete the transaction. When you submit credit card numbers, we, or a third-party processor, encrypt that information using industry standard technology.Information we collect. In addition to the information you submit to or through the Site, we also collect and store information from and about you in the course of your use of the Site. We use this information to analyze and track user behavior, personalize your experience, enhance Site functionality, improve the quality of the Site, and may use it to display relevant advertising or services. For example: Location: We may collect and store information about your location if you enable your computer or mobile device to send us location information. You may be able to change the settings on your computer or mobile device to prevent it from providing us with such information. Activity: We may collect and store information related to you and your use of the Site, including without limitation your browser type, IP address, unique device identifier, requested URL, referring URL, browser language, the pages you view, the date and time of your visit, and other information typically tracked by Google Analytics.CELERATIVE Cookies: We may use cookies, web beacons, local shared objects and similar technology in connection with your use of the Site (“Cookies”). Cookies may have unique identifiers, and reside, among other places, on your computer, in emails we send to you, and on our web pages. Cookies may transmit information about you and your use of the Site, such as your browser type, search preferences, data relating to advertisements that have been displayed to you or that you have clicked on, and the date and time of your use. You can disable some (but not all) Cookies in your device or browser settings but doing so may affect your ability to use the Site.
Third Parties. We do not rent, share, sell, or trade personally identifiable information with third parties for their direct marketing purposes. Except for the exclusions specified in this privacy policy, we do not provide the personally identifiable information that you have provided to us to third parties unless you give us permission or direct us to do so. That said, we work with third parties and they may have access to some of your information: Advertising: We may allow third parties who provide advertising services to use Cookies in connection with your use of the Site. As a result, they may collect and store the same type of information and use it for the same type of purposes as described for CELERATIVE Cookies above, and they may be able to associate the information they collect with other information they may have about you. We do not necessarily have access to or control over the Cookies they use. Nevertheless, you may be able to opt-out of some of their practices by visiting the following sites: Network Advertising Initiative, Omniture, Aperture, and PrivacyChoice. Please note that opting out does not prevent you from receiving advertisements. Service Providers: We outsource some of our technical and customer support, tracking and reporting functions, quality assurance testing, payment processing functions, and other services to third parties. We may share information from or about you with them so that they can perform their services. Aggregate Information: We may share user information in the aggregate with third parties. For example, we may disclose the total number of users that have registered as Experts or Customers or the areas of law in which registered Experts have prior experience. Business Transfers: We may share information from or about you with other companies under common control, in which case we will require them to honor this privacy policy. If another company acquires CELERATIVE or all or substantially all of our assets, that company will possess the same information and will assume the rights and obligations with respect to that information as described in this privacy policy. Investigations: We may investigate and disclose information from or about you to third parties if we have a good faith belief that such investigation or disclosure is reasonably necessary to: (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms; (iii) help prevent, investigate, or identify possible wrongdoing in connection with the Site; (iv) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our Users, affiliates, or the public. If you use the Site outside of the United States, you consent to having your personal data transferred to and processed in the United States.
Links: While the Site may contain links to unaffiliated third-party websites, we do not vouch for or make any representations regarding such unaffiliated third-party websites. Except as set forth herein, we do not share your personal information with them and we are not responsible for their privacy practices. We suggest you read the privacy policies on all such third-party websites.
Data Retention and Account Termination. The information we obtain from or about you may be processed and stored in the United States of America. We may keep it as long as is permitted or required under the law. If you terminate your account, we will remove your User Content from the Site, but may retain your data for a period of 5 years (or longer if required by law) in our active systems in order to ensure our ability to satisfy the authorized uses under this privacy policy. For example, we may use retained data to prevent, investigate, or identify possible wrongdoing in connection with the Site or to comply with legal obligations. Please note that information may exist in backup storage even after it has been removed from our active databases.
Security. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure, however. Therefore, while we use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.
H. Email Communications.
We use email and electronic means to stay in touch with our Users.
Consent to electronic communications for Users. For contractual purposes, you: (i) consent to receive communications from CELERATIVE in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms, agreements, notices, disclosures, and other communications that CELERATIVE provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights. Legal notice to CELERATIVE must be in writing and not by email or messenger. Communications made through email or the Service’s private messaging system will not constitute legal notice to CELERATIVE or any of our officers, employees, agents, or representatives in any situation where notice to CELERATIVE is required by these Terms, contract, or any law or regulation.
I. Third Party Content.
The Site may provide you with convenient links to third party website(s), as well as other forms of Third Party Content. These links are provided as a courtesy to Users. We have no control over third party websites or content or the promotions, materials, information, goods, or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than CELERATIVE. We are not responsible for any Third-Party Content accessed through our Site. If you decide to leave the Site and access Third Party Content, you do so at your own risk and you should be aware that our Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content. These Terms do not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third-Party Content except as permitted herein. Your use of the Site and Service is consent for CELERATIVE to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content. You agree that we are not responsible for Third Party Content and that your use of Third Party Content, including their websites, is at your own risk.
J. No Liability for User Interactions.
Any liability, loss, or damage that occurs as a result of any User interactions or Content that you input or receive through your use of the Site or the Service is solely your responsibility. At our discretion, we, or the technology we employ, may monitor and/or record your general interactions with the Site and the Service; provided however, that we cannot view your Protected Content except as provided in Section E in the event the Dispute Resolution Procedures are implemented.
K. Intellectual Property Notice.
CELERATIVE retains all ownership of our intellectual property, including our copyrights, patents, and trademarks. CELERATIVE retains ownership of all intellectual property rights of any kind related to the Site and Service, including applicable copyrights, patents, trademarks, and other proprietary rights. Other trademarks, service marks, graphics, and logos used in connection with the Site and the Service may be the trademarks of other third parties. This agreement does not transfer from us to you any CELERATIVE or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this agreement.
L. Indemnity.
You agree to indemnify, defend, and hold CELERATIVE and its affiliates, any related companies, suppliers, licensors, and partners, as well as the shareholders, officers, directors, employees, agents, and representatives of each of them harmless, including costs, liabilities, and legal fees, from any claim or demand made by any User or other third party arising out of or relating to: (i) your access to or use of the Site; (ii) your violation of the Terms; (iii) any products or services purchased or obtained by you in connection with the Site; or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. CELERATIVE reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter involving CELERATIVE without our prior written consent. CELERATIVE will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
M. Disclaimers and Limitations of Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF CELERATIVE.LEGAL AND ITS AFFILIATES AND THEIR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “CELERATIVE.LEGAL ENTITIES”). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE CELERATIVE.LEGAL ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE OR THE SITE CONTENT. ACCORDINGLY, THE CELERATIVE.LEGAL ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF CELERATIVE.LEGAL. THE CELERATIVE.LEGAL ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY. ACCORDINGLY, THE CELERATIVE.LEGAL ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE CELERATIVE.LEGAL ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED OR ADVERTISED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE CELERATIVE.LEGAL ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY. OTHER THAN THE DISPUTE RESOLUTION PROCEDURES DISCUSSED IN SECTION E ABOVE, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SITE. THE CELERATIVE.LEGAL ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF: (i) THE SERVICE FEE AND SUPPORT FEE, IF ANY, PAID BY YOU TO CELERATIVE.LEGAL IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR (ii) $5,000.00. THE CELERATIVE.LEGAL ENTITIES DISCLAIM LIABILITY FOR ANY: (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES; (ii) LOSS OF PROFITS; (iii) BUSINESS INTERRUPTION; (iv) REPUTATIONAL HARM; OR (v) LOSS OF INFORMATION OR DATA. THE CELERATIVE.LEGAL ENTITIES MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION WE PROVIDE OR THAT IS PROVIDED THROUGH THE SITE OR SERVICE IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE EXCEPT AS EXPRESSLY SET FORTH HEREIN; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED FROM THE SITE OR SERVICE.
N. Choice of Law and Venue.
California law governs these Terms, as well as any claim, cause of action, or dispute that might arise between you and CELERATIVE (a “Claim”) without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY OR AGAINST YOU, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA.
O. Waiver of Jury Trial and Class Action.
You agree that by entering into this agreement, you are waiving the right to trial by jury. You also agree that you are waiving the right to participate in a class action. You agree that you may bring claims only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
P. Termination.
We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms, or terminate or deny access to and use of the Site or Service to any User for any reason, with or without prior notice. You may terminate this agreement by providing CELERATIVE with written notice of your desire to terminate the agreement. Please review our privacy policy set forth in Section I above for information about what we do with your account when terminated. We may close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, your User Content, Site Content, or any other related information. In the event of any termination, whether by you or us, these Terms shall be fully binding upon you from the date you agree to the terms until the date CELERATIVE receives and processes your request to terminate the Agreement. After termination, Sections D, E, F, G, I, N, O, and Q of these Terms will continue in full force and effect, including our right to use your User Content as detailed in Section F.
Q. General Terms.
We reserve the right to modify, update, interrupt, suspend, or discontinue the Site and Service at any time without notice or liability. We may provide you with notices, including those regarding changes to the Terms by email, regular mail, or communications through the Site. Except as otherwise expressly stated herein, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party. The Terms contain the entire agreement between you and CELERATIVE regarding the use of the Site and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. Any failure on CELERATIVE’S part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Terms are not assignable, transferable, or sublicensable by you except with CELERATIVE’S prior written consent but may be assigned or transferred by us without restriction. Any assignment that is attempted in violation of the Terms shall be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.
R. Changes to the Terms.
We may modify or amend these Terms from time to time (as modified or amended, the “Modified Terms”). When changes are made to the Terms, the Modified Terms will be made available in the footer of the Site and will indicate at the top of the page the date that the Modified Terms are posted to the Site. You should revisit these Terms on a regular basis, because the Modified Terms will be binding on you without further notice or consent. All amendments or modifications to the Terms will be effective when we post the Modified Terms to our Site. You understand and agree that your continued access to and/or use of the Site after the Modified Terms have been posted to our Site constitutes your express approval of, and agreement to comply with, the Modified Terms.