TERMS OF SERVICE

This Terms of Service Agreement is a legally binding agreement between Grokketship LLC, referred to as “Grokketship” and “you,” the “User” of our services, whether you are a Client or a Freelancer.  You understand that the Terms of Service apply to and govern any forthcoming potential Service Contract, which will outline a Scope Of Work (SOW).  The Service Contract may also be referred to interchangeably as the “Scope Of Work” or the “SOW.” 

Eligibility

You promise to use our Services for business purposes only. You also promise that you are a United States Citizen and are eligible to enter into this Agreement because you are 18 years or older. 

Purpose of Grokketship

Grokketship acts as a match making service that facilitates Clients and Freelancers connecting with each other. based on requirements, availability and qualifications.

Subject to the Terms of Service, Grokketship facilitates the formation of Service Contracts between Clients and Freelancers and helps facilitate payments through escrow.

Non-Circumvention

Once a Freelancer and Client meet each other through Grokketship’s Services there is a non-circumvention period for providing Freelance Services to the Client.  The non-circumvention period is the lesser of 1 year following an introduction or 120 days upon the agreement of a binding Service Contract or Scope of Work as provided by Grokketship, utilizing Grokketship’s Escrow Services.   During this non-circumvention period, you agree to make every reasonable attempt to cc: Grokketship on all communications between the Freelancer and Client.  Accidental or minor failures to cc: Grokketship are not a breach of contract.

During the non-circumvention period, the Freelancer and Client agree to only enter a binding Service Contract with each other as provided by Grokketship, and each agree to make and receive payments to each other only through Grokketship’s Escrow Account.

By way of example only, you agree that during the Non-Circumvention period you will not:

• Offer or solicit or accept any offer or solicitation from parties identified through Grokketship to contract, hire, invoice, pay, or receive payment in any manner other than through Grokketship Escrow.
• Invoice or pay an amount lower or higher than that actually agreed to between Users per the Service Agreement.
• Refer a User you identified through Grokketship to a third party who is not a User of Grokketship’s Services for purposes of making or receiving payments other than through Grokketship.

You agree to notify Grokketship immediately if a person suggests making or receiving payments other than through Grokketship in violation of this Section or if you receive unsolicited contact outside Grokketship. If you are aware of a breach or potential breach of this non-circumvention agreement, please contact us immediately.

You acknowledge and agree that a violation of this Section is a material breach of the Terms of Service, and may result in your Account being permanently suspended.

Violations of this Section constitute a serious breach.  You agree that upon the identification of such a breach by Grokketship, all funds in the Escrow Account are instantly forfeited to Grokketship and the additional minimum damages owed to Grokketship will be no less than $100,000 and that all attorney’s fees will be covered by the breaching user(s).

Relationship with Grokketship

We are not involved directly in the delivery of Freelancer Services and are not a party to any agreements Clients and Freelancers may make with other Clients and Freelancers. Freelancers are solely responsible for the Services provided.  Clients and Freelancers are directly responsible for vetting each other and performance under the agreements.

Grokketship does not employ Freelancers. You acknowledge and agree that Grokketship does not supervise, direct, control, or monitor Clients and Freelancers in the performance of any contractual obligations they may have under a Service Contract and agree that: (a) Grokketship is not responsible for ensuring the accuracy or legality of any Content, for which Clients and Freelancers are solely responsible; (b) Grokketship is not responsible for the offering, performance, or procurement of Freelancer Services, (c) Grokketship does not make any representations about or guarantee any particular Freelancer’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Grokketship and any Freelancer offering services.

You further acknowledge and agree that Clients and Freelancers, and not Grokketship, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Freelancer; (b) assessing whether to enter into a Service Contract with each other and for verifying any information about each other; (c) deciding whether to enter into a Service Contract and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service Contracts between Clients and Freelancers are directly between the Clients and Freelancers and Grokketship is not a party to those contracts.

If you are an Agency or Agency Member, you expressly acknowledge and agree that, in addition to the provisions above, the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency.

Nothing in this Agreement is intended to or does prohibit or discourage any Freelancer from engaging in any other business activities or providing any services through any other channels they choose.  Clients and Freelancers are free at all times to engage in such other business activities and services and are encouraged to do so.

Taxes and benefits

Freelancers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.

Freelancer acknowledges and agrees that Freelancer is solely responsible for: (a) all tax liability associated with payments received from Freelancer’s Clients and through Grokketship, and that Grokketship will not withhold any taxes from payments to Freelancer unless required to under applicable law; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Freelancer is not covered by or eligible for any insurance from Grokketship; (c) determining and fulfilling Freelancer’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if Grokketship is required by applicable law to withhold any amount of the Freelancer Fees and notifying Grokketship of any such requirement and indemnifying Grokketship for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Grokketship, Freelancer agrees to promptly cooperate with Grokketship and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Grokketship.

Worker classification

Clients and Freelancers determine whether a Freelancer is an employee or independent Freelancer and agree to use Grokketship Payroll for employment relationships.

Client is solely responsible for and assumes all liability for determining whether Freelancers should be engaged as independent Freelancers or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Freelancers complies with applicable laws, regulations, and rules. Grokketship is not responsible for worker classification as between Client and Freelancer, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Grokketship, Client and /or Freelancer.

Service Contracts / Scope Of Work

Clients and Freelancers, not Grokketship, are responsible for deciding whether to enter into agreements with other Clients and Freelancers and for determining what the terms of those agreements will be.

If a Client and a Freelancer decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Freelancer; Grokketship is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment relationship between Grokketship and any Freelancer or Client.

With respect to any Service Contract, Clients and Freelancers may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand Grokketship’s rights and obligations under the Terms of Service Agreement.

Intellectual Property Ownership

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Freelancer to perform the Scope of Work as outlined in the Service Contract are the property of the Client provided: (1) such Work Product is finalized and used by the Client within twelve (12) months of being proposed by Freelancer; and (2) Client pays all fees and costs associated with creating and, where applicable, producing such Work Product per the agreed to Scope Of Work. Work Product that does not meet the two foregoing conditions shall remain Freelancer’s property.

Notwithstanding the foregoing, it is understood that Freelancer may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Client agrees that it remains bound by the terms of such licenses. Freelancer will keep Client informed of any such limitations.

Marketing Rights

The Client understands, unconditionally agrees and irrevocably will allow the Freelancer and Grokketship to market themselves by promoting the work product produced as a result of this agreement, including work that is the intellectual property of the client.  The promotional efforts may include but are not limited to providing examples of work to other potential clients, showcasing the work in a portfolio or display on a website.  The Client agrees to hold harmless the Freelancer and Grokketship for any work that is used for marketing and promotional purposes.

Disputes

You acknowledge and agree that Grokketship has no obligation to resolve disputes which may arise in connection with contracts between Clients and Freelancers.  Any attempts to resolve a dispute voluntarily by Grokketship shall not be misconstrued as an obligation to do so.

If the Freelancer or Client seeks an order from an arbitrator or court that might direct Grokketship to take or refrain from taking any action with respect to an Escrow Account, that party will

• give us at least five (5) business days’ prior notice of the hearing on the order;
• include in any such order a provision that, as a precondition to any obligation affecting Grokketship, the Escrow will be paid in full for any amounts to which we would otherwise be entitled; and
• include in any such order a provision that, as a precondition to any obligation affecting Grokketship, the Escrow be paid for the value of the services the order obligates us to undertake.

Confidentiality / Non-disclosure

Confidential Information

“Confidential Information” shall include any and all information disclosed or made available to the Freelancer or known by the Freelancer as a direct or indirect consequence of either proposing to provide or providing Services for The Client, not generally known in the industry in which the Client is or may become engaged.  Examples include but are not limited to all marketing agreements, all development proposals, product information, proprietary plans, inventions, product details, financial plans, marketing plans, business plans, forecasts, estimates, costs, revenue, financial information, methodology, designs, layouts, CADs, concepts, show / event schedules, specific requirements for Projects, key Client contacts, budgets, decision making process and identity of Client(s) of The Client.

Non-Disclosure

Freelancer agrees that Confidential Information, as defined by this agreement, shall be used solely in connection with preparation of materials for Proposals and the providing of Freelancer Services for Clients, and for no other purpose.  Confidential Information shall remain confidential and shall not be disclosed, even after termination of any existing agreements or future agreements by and between Client and Freelancer. All Confidential Information, shall be maintained in confidence by Freelancer and shall not be disclosed to any person or company other than other the Freelancer’s officers, directors, sub-Freelancers, advisors or agents, hereafter referred to as “Agents”, who require knowledge of said information in order to prepare Proposals or provide Freelancer Services for Clients.  Freelancer agrees to advise Agents of Client’s proprietary interest therein.

Public Knowledge

It is recognized by the parties that “Confidential Information” shall not include information which:

• is in the public domain as evidenced by printed publication or otherwise either before or after it is acquired by Freelancer from the Client.
• can be shown to have been in Freelancer’s possession prior to the time of disclosure and was not acquired directly or indirectly from the Client on a confidential basis.

Fees for Freelancers

Upon the approval of a binding Service Contract between a Freelancer and the Client, the Freelancer agrees to pay Grokketship a service fee of $2,000 per month for

the duration of the Service Contract.  The Freelancer is responsible for paying all Service Fees. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the Service Contract, Grokketship will credit the Escrow Account for the full amount paid or released by the Client, and then subtract and disburse to Grokketship the Service Fee.

Freelancer hereby irrevocably authorizes and instructs Grokketship to deduct the Service Fee from the Escrow Account and pay Grokketship on Freelancer’s behalf.

Freelancers will pay Grokketship a disbursement fee for remitting payments to their preferred payment method. This fee is paid to Grokketship in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method is subject to change.

Fees for Clients

Clients pay Grokketship a Marketplace Fee, currently $0, for accessing the Services, and for administration and facilitation of payments related to the Service Contract.

The Client hereby irrevocably authorizes and instructs Grokketship to deduct the Service Fee from the Escrow Account and pay Grokketship on The Client’s behalf.

The Client will pay Grokketship a disbursement fee for remitting payments to their preferred payment method. This fee is paid to Grokketship in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method is subject to change.

Escrow Services

Grokketship provides escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to Grokketship. The Escrow is intended for business use, and you agree to use Escrow only for business purposes and not for consumer, personal, family, or household purposes.

Grokketship will use and release funds deposited in the Escrow Account only in accordance with this Agreement and the applicable Service Contract. You acknowledge and agree that Grokketship’s Escrow Account acts merely as an Internet escrow agent. Grokketship has fully delivered the Escrow Services to you if Grokketship provides the Escrow Services described in this Agreement and the applicable Service Agreement. Grokketship Escrow is only obligated to perform those duties expressly described in this Agreement and the applicable Service Agreement. Grokketship will release funds from any Escrow Account in reliance on your authorization, this Agreement, and the applicable Service Agreement or as required by applicable law.

No Payroll Services

Grokketship does not provide Payroll Services and should the Client and Freelancer determine that the Freelancer should be classified as an employee, any arrangement to pay payroll taxes and/or costs fall outside of Grokketship’s Services.  Any payroll or employee classification related costs are not included in the Service Contract. 

As such, the Client and Freelancer expressly agree that payroll taxes and/or costs associated with employment will not be made through Grokketship’s Escrow Account.  The Client and Freelancer agree to make such arrangements on their own.

See the sections titled “Taxes and benefits” and “Worker classification” for further information.

Escrow Accounts

Grokketship will create and maintain an account to hold funds for you—called an Escrow.  As a user of Grokketship Services, whether you are a Freelancer or Client, you authorize Grokketship to be your escrow agent, which means to hold your funds and to follow your instructions on the funds held in the Escrow Account.

Grokketship will use and release funds deposited in the Escrow Account only in accordance with this Agreement, the Service Contract and applicable law.

You hereby authorize and instruct Grokketship to act as escrow agent in connection with the Escrow Account and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Service Agreement.

Title to Funds

Grokketship and our Affiliates are not banks. We will safeguard your money and not voluntarily make your money available to our creditors.  Grokketship deposits and maintains all Escrow Account funds at an institution insured by the Federal Deposit Insurance Corporation.  Grokketship holds only legal title to, and not any equitable interest in, the escrow funds. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project.

No Interest

You understand and agree that you will not earn any interest on the money we hold in the Escrow Account and you understand that we charge fees for our services.

We only agree to perform such duties as are expressly set forth in this Agreement, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service (this Agreement).

We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted though the Grokketship Site.  We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from the Escrow Account.

We may execute any of our powers and perform any of our duties under this Agreement and the applicable Service Contract directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. If we are uncertain as to our duties or rights under this Agreement or receive instructions, claims, or demands from any party to this Agreement that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Service Contract, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all funds held in the Escrow Account until we are directed otherwise in writing by the Client or the Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.

Escrow Agent Right

We may choose to start a dispute process if there is a disagreement between a Client and a Freelancer related to an Escrow Account.

We have the right to institute arbitration or other legal proceedings if applicable, including depositing funds held in the Escrow Account with a court of competent jurisdiction, in order to resolve any dispute between the Client and the Freelancer related to the Escrow Account. Except as expressly provided, nothing in this Agreement will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Grokketship may be merged or converted or with which Grokketship may be consolidated, or any corporation or association to which all or substantially all the escrow business of Grokketship may be transferred will succeed to all the rights and obligations of Grokketship as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions to the extent permitted by applicable law.

Client Payment on Service Contracts

The Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon agreeing to the Service Contract, per the terms of the contract.  The Client automatically and irrevocably authorizes and instructs Grokketship or its affiliates to charge Client’s Payment Method for the Freelancer Fees.

Client acknowledges and agrees that failure by the Client to decline or dispute request for payment is an authorization and instruction to release payment.

Disbursement to Freelancers

Grokketship disburses funds that are available in the applicable Escrow Account and payable to a Freelancer as described in Escrow Services. Grokketship will automatically disburse available funds no more than fourteen (14) days after each agreed to milestone of project work is complete and the Freelancer Fees have been received and cleared the Escrow Account,

If a Freelancer that is located outside of the United States is not able to withdraw funds due to economic sanctions applicable to Grokketship or our payment partners, or due to Grokketship’s payment partners’ refusal to service certain geographic areas, Grokketship will suspend disbursement as provided in the prior paragraph and will safeguard such funds in the Escrow Account, or in another suitable account, as determined in Grokketship’s sole discretion, until the earlier of (a) the Freelancer is able to and does in fact withdraw the funds, or (b) Grokketship is required by law to escheat the funds to an appropriate legal authority, after which the Freelancer can seek to recover the funds from such authority.

Non-payment or Default

If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Grokketship), Grokketship will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Grokketship within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Grokketship for Freelancer Fees or such other amount due being reversed to the Client; or

(e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users or through Grokketship. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Grokketship upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, Grokketship or its other Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Grokketship or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

Grokketship does not guarantee that Client is able to pay or will pay Freelancer Fees, and Grokketship is not liable for and may reverse Freelancer Fees if Client is in default or initiates a chargeback of funds with their financial institution. Freelancer may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Freelancer chooses. If Grokketship recovers funds from a Client who initiated a chargeback or who is in default pursuant to this Section, Grokketship will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client or credited by Grokketship.

No Return of Funds and No Chargebacks

Clients agree that, once Grokketship charges their Payment Methods, the charge cannot be refunded except as outlined in the section titled Escrow Services. Clients agree not to initiate any chargebacks from their credit card companies, banks, or the like.

Payment Methods

Clients agree to designate a Payment Method and authorize us to charge that Payment Method.

U.S. Currency

Grokketship conducts all transactions in U.S. Currency and does not accept any foreign currency or any form of cryptocurrency.

Records of Compliance

You are solely responsible for creation, storage, and backup of your business records. You agree that Grokketship has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

Warranty Disclaimer

Grokketship and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Grokketship and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

Limitation of Liability

Grokketship is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service or any Service Contract, including, but not limited to: (i) your use of or your inability to use our Site or Services; (ii) delays or disruptions in our Site or Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Services; (v) damage to your hardware device from the use of the Site or Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Grokketship; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will Grokketship, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Grokketship, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or a Service Contract will not exceed the lesser of: (a) $1,000 or (b) any fees retained by Grokketship with respect to service contracts on which User was involved as Client or Freelancer during the six-month period preceding the date of the claim.

These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with the Terms of Service or any Service Contract, whether in contract, tort (including negligence), strict liability, or otherwise, even if Grokketship has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

Release

In recognition of the fact that Grokketship is not a party to any contract between Users, you hereby release Grokketship, our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes.

To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

This release will not apply to a claim that Grokketship failed to meet our obligations under the Terms of Service.

Indemnification

You will indemnify, defend, and hold harmless Grokketship, our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

No Obligation

Freelancer acknowledges that the discussions between the Client, Grokketship and the Freelancer pursuant to this Agreement shall be without obligation on the part of the Client or Grokketship except as set forth herein, and that neither the Client nor Grokketship is representing that the Freelancer will obtain any contract to perform work or provide Services.

Survival

After this Agreement terminates, the terms of this Agreement and the Service Contract that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Grokketship from any obligations incurred prior to termination of this Agreement or other parts of the Service Contract or that may accrue related to any act or omission prior to such termination.

Dispute Process, Arbitration and Scope

If a dispute arises between you and Grokketship or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively.  As a User of our Services, you, Grokketship, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, any signed Service Contract, your relationship with Grokketship (including without limitation any claimed employment with Grokketship or one of our Affiliates or successors), the termination of your relationship with Grokketship, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section (sometimes referred to as the “Arbitration Provision”).

Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision.

By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”).

Governing Law

This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Georgia.

However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, you and Grokketship agree to first notify each other of the Claim. You agree to notify Grokketship of the Claim by email to ben.arritt@grokketship.com, and Grokketship agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Grokketship then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Grokketship, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Grokketship will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.

Binding Arbitration / Waiver of a Jury Trial

This Arbitration Provision applies to all Users located in or who reside in the United States and its territories.  In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Grokketship, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from the Cobb County listing of Neutrals: https://gcr.onegovcloud.com/public/directory/#!/

Scope of Arbitration and Conduct

This Arbitration Provision applies to any Claim (defined above) the parties may have, whether based on past, prevent, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Grokketship ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement or any given Service Contract.

This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason the contacted Neutral will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided in this Agreement, arbitration will be conducted in Cobb County, Georgia in accordance with Arbitration Rules.  Claims by Freelancers that allege employment or worker classification disputes will be conducted in the state of Georgia.

Enforcement of Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

Class and Collective Waiver

Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Grokketship agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Enforcement of this Arbitration Provision

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

Modifications Waiver

We may modify these terms and will provide you reasonable advance notice of substantial changes.

Subject to the conditions set forth herein, Grokketship may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Grokketship will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by Grokketship, Grokketship will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Grokketship unless they are agreed in a written instrument signed by a duly authorized representative of Grokketship or posted on the Site by Grokketship. Email will not constitute a written instrument as contemplated by this Section.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

Assignability

You may not transfer any rights you have under our Terms of Service unless we give you approval These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you.

Severability

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

Force Majeure

When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement.

The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.

Privacy Policy

Every member’s registration data and various other personal information are strictly protected by the Grokketship LLC Privacy Policy (see the full Privacy Policy at grokketship.com/privacypolicy). As a member, you herein consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing or use by Grokketship LLC and/or our subsidiaries and affiliates.

Consent to Use Electronic Signatures

Grokketship and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Grokketship and its Affiliates rather than in paper form.