Terms of Service
These are the Terms of Service (the “Terms of Service” or “TOS”) that govern our relationship with users and others who interact with Free the Work (“you” or “your”), as well as Free the Work brands (which includes Invoke Insights), Free the Work websites (which includes www.freethework.com, www.invokeinsights.org, applications, and other existing and future products and services, owned, operated or offered by Free the Work, a California nonprofit corporation (“FTW”or “we” or “us”) (each a “Service” and collectively “FTW Services” or“Services”).
ARBITRATION NOTICE: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE NEAR THE END. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE OR SUBSCRIPTIONS TO OUR SERVICES OBTAINED THROUGH A SEPARATE AGREEMENT, YOU AND FTW AGREE THAT DISPUTES BETWEEN YOU AND FTW WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND FTW WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We reserve the right, in our sole discretion, to change these Terms of Service at any time, and will publish a revised version of these Terms of Service on the Service with the new “Last Updated” date as indicated at the end of these Terms of Service. Continued access to and use of the Service following any such change means you accept and will abide by the changes. In the event of a material change that may directly affect your account, we will notify you such as by posting a pop-up message in the Service, or updating the “Last Updated” date below.
1. Acceptance of Terms
Because FTW provides a wide range of Services, we may ask you to review and accept supplemental terms that apply to your interaction with a specific Service. To the extent those supplemental terms conflict with these TOS, the supplemental terms associated with the app, product, or service shall govern with respect to your use of such app, product or service to the extent of the conflict.
By using or accessing FTW Services, you agree that we can collect and use such content and information in accordance with such FTW Services’ respective privacy policies, as amended from time to time.
3. Organizations and Businesses
- Organization User and Organization Partners. If your organization subscribed to our Service in a separate agreement, your organization is an “Organization User.” To the extent there is a conflict between these Terms of Service and the terms of your separate agreement, these terms will control unless the separate agreement expressly states otherwise. As an Organization User, you are permitted to create a work environment on our Services (“Organization Environment”) and invite your Organization Partners (defined below) to the Organization Environment. Your Authorized Users and Organization Partners may access and use the Organization Environment subject to your and their strict compliance with these Terms of Service and solely for purposes of diversity hiring tracking, project management and other services for or on your behalf. If your agency is invited to join an Organization Environment on our Services by an Organization User and accepts that invite, your agency is an “Organization Partner.” As an Organization Partner, your Authorized Users may access and use the Organization Environment subject to your and their strict compliance with these Terms of Service and solely for purposes of diversity tracking and project management and other services for or on the Organization User’s behalf.
- Authorized Users. If you are an Organization User, Organization Partner, you must ensure that your employees, contractors or agents authorized to access and use the Platform (“Authorized Users”) comply with these Terms. Organization Users and Organization Partners shall be liable for all acts and omissions of Authorized Users as if their acts or omissions were their own.
Organization Users, and not us, are responsible for ensuring that their Organization Partners comply with these Terms of Service and all applicable laws. Organization Users shall be liable for all acts and omissions of Organization Partners as if their acts or omissions were their own. We are not responsible for the acts or omissions of any Organization Users or Organization Partners, or their employees, agents, or affiliates.
You may use the FTW Services only if (a) you can form a binding contract with FTW, and only in compliance with these TOS and all applicable local, state, national, and international laws, rules and regulations and (b) you are not a person who is barred from receiving the Services under the laws of any country including the country in which you are a resident or from which you are using the Services. Any use of the Services by anyone under 13 is strictly prohibited and in violation of these TOS.
If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf.
5. Account Registration Rules
When creating an account with FTW, you agree to the following:
- You will provide true, accurate, current and complete information, and will maintain and update this information to keep it true, accurate, current and complete;
- You will not provide any false personal information on FTW, or create an account for anyone other than yourself or your company without permission;
- You will not create more than one personal or company account without our permission;
- If we disable your account, you will not create another one without our permission;
- You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will promptly notify us immediately of any unauthorized use of your password or any other breach of the security of your account;
- You will not transfer your account to any person or entity without first getting our written permission;
- If you select a username or similar identifier for your account, we reserve the right to remove or reclaim it if we believe it is inappropriate.
Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
- Billing You may purchase a Paid Subscription from FTW by paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase on our Services or as set forth in a separate agreement. Unless otherwise agreed to in a separate agreement, FTW may change the price for the Paid Subscriptions, including recurring subscription fees from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the FTW Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
- How to Renew or Cancel Your payment to FTW will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period by utilizing the cancellation features as made available on our Services. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. We do not provide refunds or credits for any partial subscription periods. If you have purchased a Paid Subscription using a promotional code, your subscription will automatically terminate at the end of the period stated in the promotional code, or when there is an insufficient pre-paid balance to pay for the FTW Services.
- Taxes FTW will invoice you for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax.
8. Mobile Service
The FTW Services may be accessible through mobile devices. In the event that you are using the FTW Services on a mobile device, you are responsible for any fees, including data, access and usage fees by an internet provider or mobile carrier, that you incur when accessing the Services.
9. User Content
The Services will provide you with the ability to create, post, upload, submit, publish, share or otherwise contribute content to the Services (which may include bios, links, your demographic information (through tags selected or input in narrative form), playlist titles, descriptions, images, videos, audios, messages, texts, comments, likes and other types of communications or content) (the “User Content”). For clarity, User Content excludes Project Data.
- By contributing User Content to the Services, you represent and warrant that:
- You own, or have the necessary licenses, rights, consents, and permissions to use and authorize FTW to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated under these Terms of Service, and to grant the rights and license set forth in this Section.
- Your User Content, FTW's use of such User Content pursuant to these Terms of Service, and FTW's exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate 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 (which includes confidentiality); (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulations.
- Your contribution of the your User Content does not imply any affiliation with or endorsement of you or your User Content by FTW or any brand, entity or individual without express written consent from FTW or such individual or entity.
- Any protection and enforcement of any intellectual property rights which exist or pertain to the User Content are entirely your responsibility and FTW is not obligated to protect and enforce the User Content on your behalf.
- User Content License. You grant to FTW a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sub-licenseable, worldwide, under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control, to use, copy, reproduce, transmit, perform, display, exhibit, distribute, tag, index, comment on, adapt, modify, translate, digitize, reformat, perform, produce aggregate data, perform statistical analysis and otherwise use your User Content, in whole or in part, alone or in combination with other content or material, in all media formats and channels now known or hereafter devised in connection with FTW Services (the "User Content License"). You grant FTW the right to use your name that you submit in connection with such User Content and to tag you in FTW Content which are related to you provided that such tags are placed by FTW in compliance with these Terms of Service as if FTW is a user. You can always remove those tags if you do not wish to be related to the FTW Content of which you are tagged. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, modify, adapt, translate, display, and perform such User Content as permitted by the functionality of the Services and these Terms of Service.
- FTW may, but has no obligation to, monitor, review, or edit User Content. In all cases, FTW reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in FTW’s sole discretion, violates these Terms. FTW may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
10. Project Data and Obligations
- Project Data. "Project Data" means any business information or other data which Organization Users, Organization Partners and each of their Authorized Users input, or provide to FTW for inputting, into the FTW Service relating to projects, which may include project name, creators bid or booked, creator profile information, project description, budget, format, production location, project shoot date, collaborator notes, and other information related to project management.
- User Obligations You are solely responsible for the accuracy and content of all Project Data. You represent and warrant to FTW that (i) you have sufficient rights in the Project Data to authorize FTW to process, distribute, display and otherwise use the Project Data as contemplated by these Terms of Service, (ii) the Project Data and its use hereunder will not violate or infringe the rights of any third party, and (iii) your use of FTW Service and all Project Data is at all times compliant with your privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data.
- Rights in Project Data As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to your Project Data as published on FTW Service. Subject to the terms of these Terms, you hereby grant to FTW a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, and distribute, perform and display, modify and create derivative works of the Project Data solely to the extent necessary to provide FTW Services to you, and to create aggregate data derived from your Project Data to use solely for our internal business purposes.
- Confidentiality Except as expressly authorized herein, FTW will hold in confidence and not use or disclose any Project Data to anyone other than its affiliates, employees, contractors and consultants (“Representatives”) who have a need to know and who are obligated to keep the information confidential on terms no less restrictive than those contained in these Terms of Service. FTW’s nondisclosure obligation shall not apply to information which FTW can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of FTW; (c) is rightfully obtained by FTW from a third party without breach of any confidentiality obligation; (d) is independently developed by FTW who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Project Data owner).
You understand that (i) if you are an Organization User, we may share your Project Data with your Organization Partners; and (ii) if you are an Organization User or Partner, we may share your Project Data with your Authorized Users.
- Storage of Project Data FTW does not provide an archiving service. FTW agrees it shall not intentionally delete any Project Data from FTW Services prior to termination or expiration of Organization User’s applicable subscription. Except as otherwise set forth herein, FTW expressly disclaims all other obligations with respect to storage of Project Data.
11. Ownership of Service and FTW Content
You agree that the Service contains FTW Content specifically provided by FTW, its business partners, licensors, other FTW users and other third parties and that such FTW Content is protected, (individually or as a collective work or compilation) by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, US and international. The elements of the FTW Content (collectively, “FTW Content”) include without limitation, the user interface, interactive features, button icons, content, software, technology, code, as well as any related process or methodology provided or used by FTW, data, art, graphics, animation, videos, podcasts, images, text, music, videos, sound effects, all audio and audiovisual elements, data and databases (including data models, structures, and aggregate data), educational tools, articles, posts, files, scripts, designs, instructions, urls, look-and-feel, design, layout, organization, presentation, navigation, compilation, assembly, arrangement, trade dress and stylistic convention of the Services and other materials and information you may view on or access through the Services. Your use of the Services does not give you ownership of any FTW Content.
You acknowledge that you are obtaining only a limited right to access and use the FTW Content on a hosted basis and that irrespective of any use of the words “purchase”, “sale”, “sublicense” or like terms hereunder no ownership rights are being conveyed to you under these Terms of Service or otherwise, and further acknowledge that nothing contained in these Terms of Service shall be construed to convey to you ownership of any intellectual property rights in or to any FTW Content or any related methodologies or processes.
12. Use of FTW Content
Subject to your complete and ongoing compliance with these TOS, and except as set forth in Section 24 (Termination), FTW grants you a limited, non-exclusive, non-transferable, non-sublicensable (except as permitted under Section 3 to Organization Partners or Authorized Users) and worldwide right and license to access and use the Services and the FTW Content solely during the term of these TOS and solely in strict compliance with the provisions of these TOS. You will not remove any proprietary notice language corresponding to the Services and/or Content.
All trademarks, logos, service marks, trade names and trade dress, which includes “FTW,” “Free the Work, “Free the Bid,” “Invoke Insights,” and the “eye” logo (collectively, the “Trademarks”) displayed on the Services or on FTW Content are registered or unregistered trademarks of FTW, its licensors and/or other users, and may not be used unless authorized by the Trademark owner. Nothing contained on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services.
From time to time, you may submit comments, information, questions, data, ideas, descriptions of processes, or other information to us (“Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place FTW under any fiduciary or other obligation, and that you grant to FTW an irrevocable, worldwide, perpetual and royalty-free license to use, incorporate, modify, improve upon, and create derivative works of the Feedback without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You will not give Feedback that is subject to license terms that seek to require any FTW product, technology, service or documentation incorporating or derived from such Feedback, or any FTW intellectual property, to be licensed or otherwise shared with any third party. You further acknowledge that, by acceptance of your submission, FTW does not waive any rights to use similar or related ideas previously known to FTW, or developed by its employees, or obtained from sources other than you.
15. Prohibited User Conduct
You warrant and agree that, while accessing or using the Services, you will not, nor will you assist or permit any person, organization or entity to:
- use the Services that FTW find, in its sole discretion, to use FTW’s resources or FTW Content with the effect of competing with FTW Services;
- contribute User Content or Project Data which you do not solely have the right to make available under applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of FTW or a third party;
- copy, redistribute, reproduce, “rip,” record, transfer, perform or display to the public, broadcast, or make available to the public any part of the FTW Service or the FTW Content, or otherwise make any use of the FTW Services or the FTW Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the FTW Service or the FTW Content or any part of it;
- “crawl” the FTW Services or otherwise use any automated means (including bots, scrapers, and spiders) to view, access or collect information from FTW or the FTW Services;
- use the FTW Services to import a copy any local files that you do not have the legal right to import or copy in this way;
- use FTW Content or Trademarks or any confusingly similar marks, except with Trademark owner’s prior written permission;
- remove or alter any copyright, trademark, or other intellectual property notices contained on the FTW Content or the FTW Services or provided through the Services (including for the purpose of disguising or changing any indications of the ownership or source of any FTW Content);
- frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of FTW, our licensors or users without their express prior written consent, or use any meta tags or any other “hidden text” utilizing FTW’s name or trademarks without our prior written permission;
- solicit login information or access an account belonging to someone else;
- provide your password to any other person or using any other person’s username and password;
- impersonate or misrepresent your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
- sell a user account or playlist, or otherwise accept or offer to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist;
- sell, rent, sublicense (except as permitted under Section 3 to Organization Partners or Authorized Users”) or lease of any part of the FTW Services or the FTW Content;
- post unauthorized commercial communications (such as spam) on FTW Services; artificially promote FTW Content by automated means or otherwise; transmit unsolicited mass mailings or other forms of spam, junk mail, chain letters, or similar;
- conduct commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by FTW;
- bully, intimidate, harass or stalk any user;
- post content that: is abusive, defamatory, hate speech, harmful, obscene, offensive, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
- use FTW Services to do anything illegal, misleading, malicious, or discriminatory;
- upload malware, Trojan horses, viruses or other malicious code;
- circumvent any technology used by FTW, its licensors, or any third party to protect the FTW Content or FTW Service;
- circumvent any territorial restrictions applied by FTW or its licensors;
- do anything that could disable, disrupt, or impair the proper working of FTW Services, such as a denial of service attack or interference with other FTW Services functionalities; tamper with, breach, or attempt to probe, scan, or test for vulnerabilities in the Service or FTW’s computer systems, network, usage rules, or any of FTW’s security components, authentication measures or any other protection measures applicable to the Service, the FTW Content or any part thereof;
- modify, translate, adapt, merge, create derivative works of, disassemble, reverse engineer, decompile, or otherwise attempt to extract source code from FTW (or any part of it), unless you are expressly permitted to do so under an open source license, or we give you express prior written permission; or
- do anything that may create liability or damages to FTW, as determined in FTW’s sole discretion.
You alone are responsible for the consequences of any of your activities while you are visiting or using the Services. FTW has no obligation to monitor your access to or use of the Services but has the right to do so for the purpose of operating the Services to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
16. DMCA Copyright Take-Down Policy
FTW respects copyright law and expects its users to do the same. It is FTW’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If such user or other party believes that the User Content is not infringing, he or she may in certain circumstances submit a counter-notification to FTW with a request to restore the removed User Content, which FTW may or may not honor, in FTW’s sole discretion. Please see FTW’s Copyright Policy for further information.
You agree to indemnify and hold harmless FTW and its officers, directors, employees, contractors, agents, and licensors from (individually or collectively, the “FTW Indemnified Party”) any and all claims, losses, obligations, damages, liabilities, costs, debt and expenses (including reasonable attorneys’ fees) arising out of: (A) your breach or alleged breach of these Terms of Service; (B) your User Content; (C) your Project Data; (D) your use or misuse of the FTW Services or Third Party Links; (E) any activity in which you engage through the FTW Services; (F) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (G) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, privacy or data privacy right; (H) any misrepresentations by you; (I) if you are an Organization User, the acts or omissions or your Organization Partners; (J) if you are an Organization User or an Organization Partner, the acts or omission of your Authorized Users.
FTW Indemnified Party reserves the right, at your expense to, assume the exclusive defense and control of any matter for which you are required to indemnify FTW Indemnified party and you agree to cooperate with FTW Indemnified Party’s defense of these claims. You agree not to settle any matter giving rise to your indemnification obligations without the prior written consent of the FTW Indemnified Party. FTW will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it, provided that failure by the FTW Indemnified Party to give prompt notice will not relieve you of any liability hereunder.
YOU UNDERSTAND AND AGREE THAT THE FTW SERVICES AND THE FTW CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. FTW AND ALL OWNERS OF THE FTW CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER FTW NOR ANY OWNER OF THE FTW CONTENT WARRANTS THAT THE FTW SERVICES ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, FTW MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE FTW SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND FTW IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM THE FTW SERVICES SHALL CREATE ANY WARRANTY ON BEHALF OF FTW.THE INFORMATION IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT MEANT TO BE BUSINESS, LEGAL, FINANCIAL OR OTHER ADVICE NOR IS IT AN ENDORSEMENT BY FTW OF ANY PRODUCTS OR SERVICES MENTIONED THEREIN. NO INFORMATION OBTAINED BY YOU FROM THE FTW SERVICES SHOULD BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, LEGAL OR FINANCIAL DECISIONS. PLEASE CONSULT WITH THE APPROPRIATE PROFESSIONAL, FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION. FTW DOES NOT WARRANT THAT IT WILL REVIEW THE PROJECT DATA FOR ACCURACY OR THAT IT WILL MAINTAIN OR PRESERVE THE PROJECT DATA WITHOUT LOSS. WHILE USING THE FTW SERVICES, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
20. Limitation of Liability
YOU AGREE THAT FTW HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE FTW SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO FTW, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
IN NO EVENT WILL FTW, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE FTW SERVICE, DEVICES THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER FTW HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (3) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, AN DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (4) ANY FTW CONTENT OBTAINED FROM THE FTW SERVICES; (5) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES; (6) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM OR AS A RESULT OF THE FTW SERVICES; OR (7) ANY UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSION OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FTW HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE FTW SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE FEES PAID BY YOU TO FTW APPLICABLE TO THE TWELVE MONTHS OF FTW SERVICES PRECEDING THE CLAIM.
Nothing in the Agreements removes or limits FTW’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
YOU AGREE THAT ANY CLAIM AGAINST FTW MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION UNDER SECTION 28.A OR FILING AN INDIVIDUAL ACTION UNDER SECTION 26 WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY 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 OR RELEASED PARTY.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FTW'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
21. Interstate Nature of Communication
When you visit our Service, you acknowledge that in using the Services, you will be causing communications to be sent through FTW’s computer networks, portions of which may be located in various locations in the United States and portions of which are located abroad. As a result, and also as a result of FTW’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature will result in the transmission of U.S. interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these Terms of Service, you acknowledge that use of the service results in U.S. interstate data transmissions.
22. Void Where Prohibited
FTW controls and operates the Services from offices in the United States. We make no representation that FTW Content is appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. Any content, offer or service on the website is void where prohibited and the user automatically indemnifies FTW from any legal or statutory outcomes resulting from their decision or action. FTW reserves the right to block access to the Services by certain international users. When you access the Services, you are responsible for compliance with all applicable local laws and regulations.
23. Special Note to International Users
The Services are hosted in the United States. You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on our Services or any other third party services to which our Services link to (such as advertising or payments) or operate a platform application or website. You will not use our Services or any other third party services to which our Services link to if you are prohibited from receiving products, services, or software originating from the United States.
If you are a Free Service user, FTW may terminate or suspend your access to the Services and/or these TOS with or without reason, with or without notice. You may also terminate these TOS by deleting your account utilizing the termination features provided in your account settings with or without reason.
If you are a Paid Subscription user, FTW may terminate or suspend your access to the Services and/or these TOS under circumstances which shall include, but not limited to: (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions) or, if you are an Authorized User, a request by your Organization User or Organization Partner, as applicable, (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. You agree that all terminations shall be made in FTW's sole discretion and that FTW shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services or FTW Content.
Termination of your FTW account includes: (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and User Content associated with or inside your account (or any part thereof) and your Project Data, and (c) barring of further use of the Service. You acknowledge that, except as exported or printed prior to termination or expiration by you as may be permitted through the functionality of our Services, following termination or expiration you shall have no further access to any Project Data input into our Services, and that FTW may delete any such data at any time. However, FTW may retain a copy of your User Content for backup, archival, or audit purposes and may continue to use, store, display, reproduce, modify, create derivative works, perform and distribute any of your User Content that other users have stored or shared through the FTW Services prior to the termination. FTW may retain a copy of your Project Data for backup, archival, or audit purposes only, subject to the confidentiality obligation which shall survive the termination of these Terms of Service.
All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, representations and warranties, disclaimers, indemnity and limitation of liability.
25. Electronic Communications
When you use our Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices at www.freethework.com orwww.invokeinsights.org. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required /permitted under these Terms of Services, FTW’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may provide FTW with notices only by mail to the address indicated below:
FREE THE WORK
17412 Ventura Boulevard, Ste 732
Encino, CA 91316
26. Governing Law; Jurisdiction.
These Terms of Services is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and FTW agree that, except as provided in Section 28, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms of Services or your use of our Services and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, FTW shall be allowed to apply for equitable remedies (including injunctions) in any court of competent jurisdiction.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
27. Class Action Waiver
YOU AND FTW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and FTW agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY MAY REQUIRE YOU AND FTW TO AGREE TO RESOLVE ALL DISPUTES BETWEEN YOU AND FTW THROUGH BINDING INDIVIDUAL ARBITRATION.
- Applicability of Arbitration Agreement. Unless you subscribe to our Services in a separate agreement, you and FTW agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms of Service or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and FTW are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents or alleged violation of Section 14 Prohibited User Conduct. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between you and FTW before the Last Updated date of these Terms of Service.
- Commencing Arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). FTW's address for Notice is: Free the Work, Attn: General Counsel, 17412 Ventura Boulevard, Ste 732, Encino, California 91316, USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or FTW may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or FTW shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
- Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
- Authority of the Arbitrator. Any arbitration hearings will take place in Los Angeles County, California USA. The arbitrator will decide the rights and liabilities, if any, of you and FTW. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and these Terms of Service. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and FTW.
- Waiver of Jury Trial. YOU AND FTW WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and FTW are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and FTW over whether to vacate or enforce an arbitration award, YOU AND FTW WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 28 MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 26.
- Right to Waive. Any rights and limitations set forth in this Section 28 may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
- Opt-out. You may opt out of this Section 28. If you do so, neither you nor FTW can force the other to arbitrate. To opt out, you must notify FTW in writing no later than 30 days after first becoming subject to this Section 28. Your notice must include your name and address, your FTW username and the email address you used to set up your FTW account (if you have one), and an unequivocal statement that you want to opt out of this Section 28. You must either mail your opt-out notice to this address: Free the Work, ATTN: Arbitration Opt-out, 17412 Ventura Boulevard, Ste 732, Encino, California 91316, or email the opt-out notice email@example.com
- Small Claims Court. Notwithstanding the foregoing, either you or FTW may bring an individual action in small claims court.
- Survival. This Section 28 will survive the termination of your relationship with FTW.
29.California Consumer Rights Notice
Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
- These Terms of Service makes up the entire agreement between you and FTW regarding FTW Services, and supersedes any prior agreements.
- If any portion of these Terms of Service is found to be unenforceable, the remaining portion will remain in full force and effect.
- If we fail to enforce any of these Terms of Service, it will not be considered a waiver. Any waiver of these Terms of Service must be made in writing signed by us.
- You may not assign or transfer these Terms of Service, in whole or in part, without our written consent except that you may assign these Terms of Service, in whole but not in part, without our written consent in connection with any merger, consolidation, sale of all or substantially all of you assets, or any similar transaction provided that: (i) the assignee must not be a direct competitor of FTW; (ii) you provide prompt written notice of such assignment to FTW; (iii) the assignee is capable of fully performing your obligations under these Terms of Service, and (iv) the assignee agrees to be bound by the terms and conditions of these Terms of Service. Any attempt to transfer or assign these Terms of Service without such written consent will be null and void.
- All of the rights and obligations of FTW under these Terms of Service are freely assignable by us in connection with a merger, reorganization, acquisition, or sale of assets, or by operation of law or otherwise.
- Nothing in these Terms of Service shall prevent us from complying with the applicable laws.
- Unless otherwise expressly set forth herein, these Terms of Service do not confer any third party beneficiary rights.
- We reserve all rights not expressly granted to you.
- You will comply with all applicable laws when using or accessing FTW Services.
- A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent as other business documents and records originally generated and maintained in printed form.
Last Updated: December 22, 2021