WorkGrades User Agreement

WorkGrades user agreement

PLEASE READ THIS USER AGREEMENT ("AGREEMENT") CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WORK GRADES, LLC.

THE WORKGRADES™ WEBSITE (THE "SITE") AND THE SERVICES AVAILABLE VIA THIS SITE (SOMETIMES COLLECTIVELY REFERRED TO AS "WORKGRADES") ARE PROVIDED SUBJECT TO THE TERMS SET FORTH HEREIN. BY ACCESSING, USING OR REGISTERING WITH WORKGRADES, YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT AND OUR PRIVACY NOTICE. REGISTERED USERS MUST ACKNOWLEDGE THEIR UNDERSTANDING AND ACCEPTANCE OF THIS AGREEMENT BY CLICKING ON THE "ACCEPT" BUTTON BEFORE THEY CAN COMPLETE REGISTRATION AND USE WORKGRADES. IF YOU DO NOT ACCEPT ALL OF THE TERMS HEREOF, DO NOT ACCESS OR USE WORKGRADES OR CLICK THE "DO NOT ACCEPT" BUTTON, IN WHICH EVENT YOU WILL NOT BE ABLE TO ACCESS, USE OR COMPLETE YOUR REGISTRATION FOR WORKGRADES.

IF YOU ARE USING WORKGRADES ON BEHALF OF YOUR EMPLOYER OR CUSTOMER/CLIENT, THEN YOU ARE ENTERING INTO THIS AGREEMENT ON THEIR BEHALF, AND BY CLICKING ON THE "ACCEPT" BUTTON YOU ARE BOTH ACCEPTING THIS AGREEMENT ON THEIR BEHALF AND REPRESENTING THAT YOU HAVE AUTHORITY TO DO SO. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND YOUR CUSTOMER/CLIENT, DO NOT ACCESS OR USE WORKGRADES OR CLICK THE "I DO NOT AGREE" BUTTON, IN WHICH EVENT YOU, AND YOUR EMPLOYER OR CUSTOMER/CLIENT, WILL NOT BE ABLE TO USE WORKGRADES.

NOTE: WorkGrades reserves the right to make changes at any time to the Site or this Agreement. Any modifications to this Agreement will be effective upon posting. Your continued use of WorkGrades following posting of any revised terms of or conditions of this Agreement will constitute acceptance of the modified Agreement. Accordingly, you should revisit this Agreement on a regular basis. Alternatively, we may condition your continued use of the Site on your express acceptance of any modified Agreement.

Welcome to WorkGrades

WorkGrades is a service which seeks to make the job seeking and job filling process more efficient and successful. WorkGrades gives job seekers a convenient environment where they can solicit and obtain verification, references and recommendations from past employers. Employers can use WorkGrades to more efficiently manage the hiring process. Past employers, managers and HR professionals can use WorkGrades to quickly and easily provide employment verifications and references.

All those authorized to use WorkGrades, whether individual "jobseekers," individuals, recruiters or businesses providing employment verifications or references or businesses looking to hire are "Users" hereunder. Such jobseekers, hiring businesses and others who are required to or otherwise register on WorkGrades are "Registered Users." All individuals who use this site whether on their own behalf or on behalf of their employers, customers or clients must be 18 years of age or older.

Registration

You agree to use your real name on your account and provide accurate, current, and complete information required to register with WorkGrades and at other points as may be required in the course of using the Site ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. you agree that in registering with WorkGrades you will not:

• Create a false identity on WorkGrades.
• Misrepresent your identity, including but not limited to the use of a pseudonym.
• Create a Registered User account for anyone other than yourself or, if authorized, your employer, customer or client.

WorkGrades may terminate your rights to use WorkGrades if any information you provide is false or inaccurate. You agree that WorkGrades may store and use the Registration Data you provide. You can request to close your WorkGrades account by emailing support@workgrades.com.

License to Use

This Agreement grants to you a personal, limited, revocable, non-transferable license to access and use WorkGrades. Accordingly, you may (i) view, display and provide content, past employment history, references and/or employment verifications and (ii) download and print information, materials and other aspects of the Site (provided that neither the materials, nor any proprietary notices or disclaimers therein, are modified or altered), provided that in all cases you use WorkGrades in accordance with the terms of this Agreement. At all times you agree to use WorkGrades in a professional manner..

You acknowledge that you are fully responsible for all activities that occur through the use of any password, user ID, link or other access methods (each, an "Access Method") you may be granted as a User to the Site, whether such use is authorized by you or not. You agree not to access or attempt to access any password-protected portions of WorkGrades without an authorized Access Method or through any means other than by utilizing your authorized Access Method on the appropriate web page. We reserve the right to adopt policies relating to Access Methods from time to time, including, but not limited to, how often passwords must be changed and how long a link will remain valid. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password.

Notwithstanding anything to the contrary herein, we are not obligated to publish any information or content on WorkGrades and can remove it at our sole discretion, with or without notice.

Prohibited Activities

In your use of WorkGrades, the following activities are strictly prohibited:

• Copying, editing, modifying, reproducing, duplicating, republishing, transmitting, distributing or selling any content found within WorkGrades, other than your own User Content (defined below).
• Reverse-engineering, reverse-assembling or reverse-compiling or similar activities, with respect to any content on the Site.
• Activities which cause any disadvantage or damage to WorkGrades, other Users or other third parties.
• Criminal acts.
• Interfering with others' use of or access to WorkGrades, gaining unauthorized access to the account, password or computer system of any other User, and circumventing or attempting to circumvent any security technology or software that is part of the Site infrastructure.
• Using a false e-mail address, impersonating any person or entity, or otherwise attempting to disguise or mislead as to the origin of any content which you originate through the Site.
• Any other activities which may violate any applicable treaty, law, regulation, decree or ordinance.
• Sharing or disclosing information of others without their express consent.
• Harassing, abusing or harming another person.
• Acting in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner.
• Removing any copyright, trademark or other proprietary rights notices contained in or on the Site.
• Removing, covering or obscuring any advertisements included on WorkGrades.
• Any other activity that we deem inappropriate.

Unauthorized Use of the Site

We reserve the right to investigate and take legal action against any illegal and/or unauthorized use of the WorkGrades, including but not limited to: (i) unauthorized access to WorkGrades through a third party application, robot, spider, automated device, crawlers, manual process or application, data mining, scraping or extraction tool, or use of any other unauthorized means to access, monitor, copy or use WorkGrades, (ii) any interference with the Site, including acts that impose an unreasonable load on the Site, (iii) redelivery of the Site using "framing technology," or distribution or commercial exploitation in any way of the Site or any portion thereof or any information or content on the Site, without our prior written permission, (iv) collection of usernames, user ID numbers, and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email, (v) copy or use the information, content or data on WorkGrades in connection with a competitive service, or (vi) monitor the Services' availability, performance or functionality for any competitive purpose. In addition, you may not link to any page of this Site other than the home page located at www.workgrades.com.

WorkGrades' decision not to pursue legal action for any violation of this Agreement shall not be construed as a waiver of the terms and conditions of this Agreement or our legal rights.

Profile Pages

Registered Users may enter or collect data for their Profile Page on WorkGrades. All information, material and other content on a Registered User's Profile Page (other than third party references) is the sole and exclusive responsibility of the individual Registered User. WorkGrades does not screen, review, verify, endorse or necessarily agree with any such information, material or other content, including any third party verification or references, and your reliance thereon is at your own risk. In providing information on your Profile Page, you agree that you will not:

• Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by WorkGrades);
• Misrepresent your current or previous positions and qualifications;
• Misrepresent your affiliation with a person or entity, past or present;
• Disclose information that you do not have the right to disclose, such as confidential information of others (including your employer);
• Create profiles or provide content that promotes illegal activities, including prostitution or a pyramid scheme;
• Use an image or a head-shot photo that is not your likeness for your Profile Page.

Note that WorkGrades is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Notice.

Other User Content and Communications

WorkGrades does not claim any ownership rights in any User Content, however by posting any User Content on or through WorkGrades, you hereby grant us a limited, nonexclusive, fully-paid, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content solely on or through WorkGrades in any media formats and through any media channels throughout the world. You grant WorkGrades and its sub-licensees the right to use the name that you submit in connection with such User Content, if we or they choose.

You are solely responsible for the User Content that you post or transmit on or through WorkGrades. Please choose carefully the information you post on or through WorkGrades and or transmit to others. You represent and warrant that: (i) you own the User Content posted or obtained by you on or through the Site or otherwise have the right to grant the license set forth in this Section, (ii) the User Content is original to you and accurate, and (iii) use of the User Content you post or submit does not violate this User Agreement. You will indemnify WorkGrades for all claims and damages resulting from User Content you post or transmit, including for all royalties, fees, and any other monies owing any person or entity by reason of any User Content posted or transmitted by you on or through the Site.

Notwithstanding anything to the contrary above, there are certain restrictions relating to the posting or transmitting of User Content. Specifically, you may not:

• Upload or transmit any information that infringes or otherwise violates any copyright, patent, trademark, trade secret or other proprietary rights of any third party.
• Upload or transmit any information that is defamatory, libelous, expresses hate, is unlawfully threatening or harasses or advocates harassment of another person.
• Upload or transmit any information or provide a link to a site or information that is pornographic, obscene, exploitative of a minor, relates to an "x-rated" movie, DVD or an adult website.
• Upload software, programs or any User Content contaminated with a computer virus, worm, Trojan horse or other contaminating or destructive feature.
• Upload or transmit any information that by its disclosure violates any agreement or other obligation to which you are bound.
• Use the Site for political campaigning, commercial solicitation, chain letters, mass mailings, "junk mail," unsolicited commercial emails or any form of "spam."
• Solicit personal information from anyone under the age of 18.
• Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content.

You must comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements.

The foregoing prohibitions are also applicable to other Users. Despite this, User Content provided by other Users may, in whole or in part, be unauthorized, inappropriate, impermissible or otherwise violate this Agreement. While we reserve the right to remove or edit any User Content, we do not, and have no obligation to, monitor or review any User Content otherwise posted or transmitted by Users and, regardless of any monitoring that we may undertake, we take no responsibility and assume no liability for, any User Content posted by you or any other User. Users are solely responsible for their interactions and communications with other Users. We do not endorse, support, sanction, encourage, verify, or agree with the references, verifications, comments, opinions, or statements of Users. Further, we are not responsible for any off-site conduct of any User. If you become aware of misuse of the Site by any person, please contact us by clicking on the "Site Help" link on the applicable page.

These rights granted to us are limited in the following ways:

a. You can end this license for specific content by deleting such content from WorkGrades, or generally by closing your account, except (a) to the extent you shared it with others as part of WorkGrades and they copied or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

b. While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

By using WorkGrades, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. WorkGrades generally does not review content provided by our Users. You agree that we are not responsible for your use of any User Content or information posted on WorkGrades or for any damages as result of your use of or reliance on it.

WorkGrades Content, Trademarks and Copyrights

Other than content on a Registered User's ProfilePages, WorkGrades owns all rights to the information, materials and other content on the Site ("Our Content"). The Site and Our Content are protected by copyright, trademark, trade secret and other intellectual property laws.

The "WORKGRADES" word name and logo, and other marks displayed on the Site are the proprietary service marks or trademarks of WorkGrades or its licensors ("WorkGrades Marks"). WorkGrades' Marks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among consumers, or to disparage or discredit WorkGrades. All other trademarks and service marks not owned by us that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by WorkGrades. You may not use, copy, modify or display any of the trademarks, service marks, names or logos appearing on the Site without the express written permission of the service mark or trademark owner.

Privacy

You agree that we may access, store and use any information that we have obtained about you in accordance with the terms of WorkGrades' Privacy Notice. The terms of the Privacy Notice, as may be amended from time to time, are hereby incorporated as part of this Agreement. Please click here to read a copy of our Privacy Notice.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR USE OF WORKGRADES, AND ANY INFORMATION, CONTENT, SERVICES AND MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THIS SITE, INCLUDING, BUT NOT LIMITED TO, PROFILE PAGES, IS AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION, CONTENT, SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF WORKGRADES OR THE INFORMATION, CONTENT, MATERIALS OR SERVICES ON OR ACCESSED VIA THIS SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA WORKGRADES INCLUDING, BUT NOT LIMITED TO, ANY USER CONTENT, IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE. FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM WORKGRADES' NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES, INCLUDING HOSTING COMPANIES THAT MAY BE ENGAGED BY WORKGRADES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) AND THIS SITE. WORKGRADES CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WORKGRADES DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

WORKGRADES SHALL IN NO WAY BE HELD LIABLE FOR ANY CONSEQUENCE WHICH RESULTS FROM OUR DECISION TO MODIFY OR DISCONTINUE PROVIDING WORKGRADES.

Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (THE "WORKGRADES PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE, ANY INFORMATION, CONTENT, MATERIALS OR SERVICES AVAILABLE THEREON, INCLUDING, WITHOUT LIMITATION, WORK EXPERIENCE PAGES, OR THE CONDUCT OF ANY USER, WHETHER ONLINE OR OFFLINE (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR PERSONAL INJURY OR WRONGFUL DEATH, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IF UNDER ANY APPLICABLE LAW, THE FOREGOING LIMITATION IS NOT ENFORCEABLE, THEN OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO WORKGRADES DURING THE ONE (1) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE ACTION IN QUESTION OR ONE HUNDRED DOLLARS ($100).

CERTAIN STATE LAWS MAY NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold the WorkGrades Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees, disbursements and court costs) arising from or in connection with (i) use of WorkGrades or any content, information, materials or services contained, displayed or available therein by you or any other person accessing WorkGrades under any Access Method assigned to you; (ii) your violation of this Agreement; or (iii) your violation of any rights of any third party, including but not limited to any claims that your User Content infringes, misappropriates or violates any copyright, patent, trademark, trade secret, right of privacy or publicity or is defamatory, libelous or violates any law.

Links to Third Party Sites/Third Party Advertisements

WorkGrades may contain links to the websites of third parties, including links posted by our Users. We are not responsible for the content, accuracy or opinions of any linked site, or any link contained in a linked site. The display of any link or advertisement does not imply our endorsement of the linked site, any information or content therein, the third party advertiser or the products or services advertised.

Modification or Discontinuance of the Site/Suspension or Denial of Access by WorkGrades

At any time, without notice to you, and for any or no reason, we may modify or discontinue the Site. We shall in no way be held liable for any consequence which results from our decision to modify or discontinue providing WorkGrades. Similarly, we may restrict or prohibit you from using or accessing the WorkGrades for any or no reason, at any time, in its sole discretion, without notice to you. Without limiting the generality of the foregoing, we may prohibit you from using or accessing the Site if it determines that you are violating this Agreement. In addition, we may adopt policies and procedures regarding inactive accounts (including what will constitute "inactive accounts") and may suspend or discontinue access by such inactive accounts.

Feedback

All comments or feedback which are solicited by or provided to us regarding your experiences with, preferences for, opinion of or suggestions regarding WorkGrades (collectively, "Feedback") shall be considered non-confidential and our property. By submitting such Feedback to us (whether solicited or not), you agree that you assign to us, without charge, all worldwide rights, title and interest, including copyrights and other intellectual property rights, in and to such Feedback, and that we shall be free to use such Feedback in any manner or media whatsoever, on an unrestricted basis and without any attribution, compensation or royalties to you.

Electronic Communications

When visiting the Site or submitting 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 to the address then listed in your account information or by posting notices on this Site. 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.

Governing Law / Arbitration

THE LAWS OF THE STATE OF CALIFORNIA WILL GOVERN THIS AGREEMENT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

ANY CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH OUR SERVICES, THE SITE, OR ANY OTHER ASPECT OF THE RELATIONSHIP BETWEEN WORKGRADES AND YOU (INCLUDING THIS AGREEMENT OR THE BREACH THEREOF), SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. ANY CLAIMS SHALL BE HEARD BY A SINGLE ARBITRATOR. THE PLACE OF ARBITRATION SHALL BE LOS ANGELES, CALIFORNIA.

FOR THE AVOIDANCE OF DOUBT, BOTH YOU AND WORKGRADES HEREBY WAIVE THE RIGHT TO HAVE ANY DISPUTES BETWEEN US ADJUDICATED BY A COURT, AND BOTH YOU AND WORKGRADES HEREBY WAIVE THE RIGHT TO A JURY TRIAL.

THE ARBITRATORS WILL HAVE NO AUTHORITY TO AWARD PUNITIVE OR OTHER DAMAGES NOT MEASURED BY THE PREVAILING PARTY'S ACTUAL DAMAGES, EXCEPT AS MAY BE REQUIRED BY STATUTE. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES AND AN EQUAL SHARE OF THE ARBITRATORS' AND ADMINISTRATIVE FEES OF ARBITRATION. EXCEPT AS MAY BE REQUIRED BY LAW, NEITHER A PARTY NOR AN ARBITRATOR MAY DISCLOSE THE EXISTENCE, CONTENT, OR RESULTS OF ANY ARBITRATION HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH PARTIES.

FORMS FOR INITIATING ARBITRATION PROCEEDINGS IS AVAILABLE ON THE AAA'S WEBSITE AT WWW.ADR.ORG.

EITHER WORKGRADES OR YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. IF ANY DISPUTE BETWEEN US ARISES REGARDING WHETHER ANY PARTICULAR CLAIM IS ARBITRABLE OR REGARDING THIS PARAGRAPH, THE ARBITRATOR, AND NOT A COURT, SHALL RULE ON THAT DISPUTE. IF IT IS DETERMINED THAT ANY PROVISION OF THIS PARAGRAPH IS UNENFORCEABLE BECAUSE IT WOULD PREVENT THE EXERCISE OF A NON-WAIVABLE RIGHT TO PURSUE PUBLIC INJUNCTIVE RELIEF, THEN ANY DISPUTE REGARDING THE ENTITLEMENT TO SUCH RELIEF (AND ONLY THAT RELIEF) SHALL BE SEVERED FROM ARBITRATION AND MAY BE LITIGATED IN COURT. ALL OTHER DISPUTES SHALL BE ARBITRATED UNDER THE TERMS OF THIS AGREEMENT.

IF ANY PORTION OF THIS AGREEMENT IS DETERMINED TO BE UNLAWFUL, VOID OR UNENFORCEABLE, YOU AND WE AGREE THAT SUCH PORTION MAY BE MODIFIED TO MAKE IT ENFORCEABLE, WHILE STILL ACHIEVING ITS INTENT. IF THAT IS NOT POSSIBLE, THEN SUCH UNLAWFUL, VOID OR UNENFORCEABLE PROVISION WILL BE DEEMED SEVERABLE AND WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINING PROVISIONS.

Notice and Procedure for Making Claims of Intellectual Property Infringement

We respect the intellectual property rights of others. If you believe that any content on the Site may infringe your copyrights or other intellectual property rights, please provide us the written information specified below. Please note that this procedure is exclusively for notifying us that your intellectual property rights have been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
• A description of the intellectual property right that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.

Our agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached at legal@workgrades.com.

Miscellaneous

You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder. WorkGrades' failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless WorkGrades agrees to such waiver in writing.

This Agreement sets forth the entire understanding between you and us with respect to the subject matter hereof and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and us with respect to such subject matter. Neither party is relying on any representation of the other not explicitly set forth herein.