Terms and Conditions
Welcome to Assist 2 Develop – A Freelance Marketplace for Mechanical Engineering and Design.
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://marketplace.a2d.app/ a marketplace (the “Service”) operated by Assist 2 Develop Inc (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
General Terms
https://marketplace.a2d.app/ is an online marketplace that enables buyers of professional services (“Clients”) to search for, enter into and manage transactions with providers of professional services (“Participants”).
Our platform contains functionality that helps Participants and Clients to do, among other things, the following: Clients: Create profiles, post jobs, post challenges, communicate with Candidates, negotiate with Participants, award projects to Participants, manage projects, leave feedback for Participants, and pay Candidates.
Participants: Create profiles, advertise capabilities, submit proposals, negotiate with Clients, obtain project awards, obtain feedback from Clients, and receive payment from Clients.
Accounts
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a thirdparty service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content in our sole discretion.
Client Conditions. When posting and administering a Challenge/Job, you agree to comply with our rules for listing and that:
You are solely responsible for the accuracy and content of the Challenge/Job.
You are solely responsible for ensuring that the Challenge/Job (including its rules, administration, and prizes) complies with all applicable laws, rules, and regulations.
You are solely responsible for preparing and posting clear rules of the Challenge/Job, including how the Challenge/Job will be judged and what prize will be offered.
You are solely responsible for judging the outcome of the Challenge/ Job but our platform can assist with the judging process
You are solely responsible for securing all necessary intellectual property rights in any materials submitted by Candidates in the Challenge/Job through your own Challenge/Job-Specific Terms.
You are solely responsible for procuring and delivering any prizes to be awarded in connection with the Challenge/Job unless agreed upon by the Client before the Challenge/Job is launched
Participant Conditions. When participating in a Challenge or applying for a job, you agree to abide by the applicable Challenge/Job-Specific Terms. You further agree that:
You are responsible for reading the rules of the Challenge and any job descriptions and all other Challenge/Job-Specific Terms before deciding to apply, which may include the grant of intellectual property rights in any submission you may make for the Challenge/Job.
The Challenge/Job is governed by the Challenge/Job-Specific Terms entered into directly between you and the applicable Client, and you will contact the Client (and not Assist 2 Develop) regarding any complaint, dispute, or other issue regarding the Challenge/Job.
Communications
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Content
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
Intellectual Property
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Assist 2 Develop and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Assist 2 Develop.
Links To Other Web Sites
Our Service may contain links to third party web sites or services that are not owned or controlled by Assist 2 Develop.
Assist 2 Develop has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Assist 2 Develop shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
As a marketplace, we do not facilitate the Challenges or jobs listed on the Platform or provide any prizes (unless explicitly outlined in the challenge details), so the Challenge or job (full-time or freelance) and it’s relationship is between the Users posting and administering Jobs or Challenges (“Clients”) and Users seeking to compete in such Challenges (“Candidates”).
Assist 2 Develop Only Provides a Platform for Jobs and/or Challenges. While Assist 2 Develop operates the Platform that provides useful tools for the administration of Jobs and/or Challenges, all Jobs and/or Challenges are created and administered by Clients. We do not take part in the interaction between Users. We do not have control over the quality, timing, legality, failure to provide, or any other stage of the Jobs and/or Challenges, over any materials provided by Clients or by Candidates, or over the integrity, responsibility, or any actions of any Users. Assist 2 Develop makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions between Users.
ASSIST 2 DEVELOP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY CLIENT OR CANDIDATE, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM.
Use of the Platform. The Platform and the information and content available on the Platform are protected by copyright laws throughout the world. Subject to the Terms of Use, Assist 2 Develop grants you a limited license to reproduce portions of the content available on the Platform for the sole purpose of administering the Challenges/Jobs (if you are a Client of such Challenges/Jobs) or participating in Challenges/Jobs (if you are a Candidate).
Certain Restrictions. The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of the Platform, (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (d) access the Platform in order to build a similar or competitive technology, application or service; (e) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform. Assist 2 Develop, its suppliers and Challenge providers reserve all rights not granted in the Terms of Use. Any unauthorized use of the Platform terminates the licenses granted by Assist 2 Develop pursuant to the Terms of Use.
Third-Party Materials. As a part of the Platform, you may have access to materials that are hosted by another party. You agree that it is impossible for Assist 2 Develop to monitor such materials and that you access these materials at your own risk.
Payment Policy. For all purchases and payments for reimbursement costs, fees or expenses associated with a sale, Assist 2 Develop will charge your credit card for the posting of Challenges and/or Jobs, and you hereby authorize us to charge your credit card for such amounts. Assist 2 Develop retains the right, in its sole discretion, to place a hold on any payment for a completed transaction.
Refunds. Assist 2 Develop has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Assist 2 Develop, in each case in Assist 2 Develop’s sole discretion.
Challenge Prizes & Job Payments. Candidates for each Challenge/Job contract directly with the Client for such Challenge/Job, including with respect to the award of prizes. Assist 2 Develop will not be a party to any contracts between Clients and Candidates (unless agreed upon by the Client before the challenge/job is launched), or otherwise between Users. If you have any dispute with any other User (whether a Client or a Candidate), you agree to directly resolve such dispute with such other User without the involvement of Assist 2 Develop.
Taxes. You will be liable for all transaction taxes on the Challenges/Jobs provided under this Agreement (other than taxes based on Assist 2 Develop’s income).
Release. Assist 2 Develop expressly disclaims any liability that may arise between Users. Because Assist 2 Develop is not involved in the actual contract between Users or in the administration of the Challenge/Job, in the event that you have a dispute with one or more Users, you release Assist 2 Develop (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Responsibility for Content
Types of Content. You acknowledge that all content displayed on the Platform (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Assist 2 Develop, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Post”) on the Platform (“Your Content”), and other Users of the Platform, and not Assist 2 Develop, are similarly responsible for all Content they Post on the Platform (“Other User Content”).
No Obligation to Pre-Screen Content. You acknowledge that Assist 2 Develop has no obligation to pre-screen Content (including, but not limited to, Your Content and Other User Content), although Assist 2 Develop reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms of Use, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Assist 2 Develop pre-screens, refuses or removes any Content, you acknowledge that Assist 2 Develop will do so for Assist 2 Develop’s benefit, not yours. Without limiting the foregoing, Assist 2 Develop shall have the right to remove any Content that violates the Terms of Use or is otherwise objectionable.
Assist 2 Develop Challenges/Jobs Hosting. Unless expressly agreed to by Assist 2 Develop in writing elsewhere, Assist 2 Develop has no obligation to store any of Your Content that you Post on the Platform. Assist 2 Develop has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform. If you delete your account, Your Content and personal information is entirely and permanently deleted.
Ownership
The Platform. Except with respect to Your Content and Other User Content, you agree that Assist 2 Develop and its suppliers own all rights, title and interest in the Platform (including, but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in The Platform.
Trademarks. Assist 2 Develop’s and other related graphics, logos, service marks and trade names used on or in connection with the Platform are the trademarks of Assist 2 Develop and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Platform are the property of their respective owners.
Your Content. Assist 2 Develop does not claim ownership of Your Content. However, when you post or publish Your Content on or in the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/ or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You hereby grant Assist 2 Develop a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Platform to you and to our other Users, and related marketing and promotional activities. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. If you delete your account, Your Content and personal information is entirely and permanently deleted.
Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Platform, you hereby expressly permit Assist 2 Develop to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
Your Account. For all of Your Content and personal information on the Assist 2 Develop Site, you have the rights to access, rectify, erase, restrict use, and object to the use. If you delete Your Account, all of Your Content and personal information is erased entirely and permanently. If you have any questions, please contact info@assist2develop.com.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Assist 2 Develop through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Assist 2 Develop has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Assist 2 Develop a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform.
User Conduct. While using or accessing the Platform you agree that you will not, under any circumstances:
Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
Interfere with or damage the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
Interfere with the activities of other Users, including Candidates;
Post false, inaccurate, misleading, defamatory or libelous content;
Take any action that may undermine or circumvent the rules of a Job/ Challenge;
Transfer your Account and username to another party without our consent;
Bypass our robot exclusion headers, interfere with the working of the Platform, or impose an unreasonable or disproportionately large load on our infrastructure;
Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Use the Platform to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
Post any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities.
Investigations. Assist 2 Develop may, but is not obligated to, monitor or review the Platform and Content at any time. Without limiting the foregoing, Assist 2 Develop shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms of Use or any applicable law. Although Assist 2 Develop does not generally monitor User activity occurring in connection with the Platform or Content, if Assist 2 Develop becomes aware of any possible violations by you of any provision of the Terms of Use, Assist 2 Develop reserves the right to investigate such violations, and Assist 2 Develop may, at its sole discretion, immediately terminate your license to use the Platform, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Interactions with Other Users. You are solely responsible for your interactions with other Users of the Platform; provided, however, that Assist 2 Develop reserves the right, but has no obligation, to intercede in disputes between Users. The Platform may contain Other User Content, which is provided by other Users. Assist 2 Develop is not responsible for and does not control Other User Content. Assist 2 Develop has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Other User Content. You use all Other User Content and interact with other Users at your own risk.
Third-Party Links. The Platform may contain links to third-party services and/or advertisements for third parties (collectively, “Third-Party Link”). When you click on a Third-Party Link, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another service or destination. Such Third-Party Links are not under the control of Assist 2 Develop. Assist 2 Develop is not responsible for any Third-Party Links. Assist 2 Develop provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links, or their products or services. You use all Third-Party Links at your own risk. When you leave the Platform, our Terms of Use and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Link, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Indemnification. You agree to indemnify and hold Assist 2 Develop, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Assist 2 Develop Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your participation in any Challenge/Job (if you are a Candidate) or your design, administration, or operation of any Challenge/Job, including the award of any prizes (if you are a Client); (c) any dispute between you and another User (whether Client or Candidate); (d) your use of, or inability to use, the Platform; (e) your violation of the Terms of Use; (f) your violation of any rights of another party, including any Users; or (g) your violation of any applicable laws, rules or regulations. Assist 2 Develop reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Assist 2 Develop in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms of Use or your access to the Platform.
Disclaimer of Warranties
AS-IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM AND/OR THE JOBS/CHALLENGES IS AT YOUR SOLE RISK, AND THE PLATFORM AND JOBS/CHALLENGES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE ASSIST 2 DEVELOP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE ASSIST 2 DEVELOP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. ASSIST 2 DEVELOP MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO CHALLENGES/JOBS, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF JOBS/ CHALLENGES, OR WITH RESPECT TO ANY PRIZES TO BE PROVIDED IN CONNECTION WITH ANY JOBS/CHALLENGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASSIST 2 DEVELOP OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE ASSIST 2 DEVELOP PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE ASSIST 2 DEVELOP PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM. YOU UNDERSTAND THAT THE ASSIST 2 DEVELOP PARTIES DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. THE ASSIST 2 DEVELOP PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM.
Limitation of Liability Procedure for Making Claims of Copyright Infringement. It is Assist 2 Develop’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Assist 2 Develop by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Platform of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE ASSIST 2 DEVELOP PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR WITH THE CHALLENGES/JOBS, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE PLATFORM; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; (5) ANY CHALLENGES/JOBS; OR (6) ANY OTHER MATTER RELATED TO THE PLATFORM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE ASSIST 2 DEVELOP PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY ASSIST 2 DEVELOP AS A RESULT OF YOUR USE OF THE PLATFORM. IF YOU HAVE NOT PAID ASSIST 2 DEVELOP ANY AMOUNTS ASSIST 2 DEVELOP’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($40).
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
User Content. THE ASSIST 2 DEVELOP PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASSIST 2 DEVELOP AND YOU.
Termination and Suspension. Assist 2 Develop may terminate or suspend your right to use the Platform at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Challenges/Jobs. Without limitation, Assist 2 Develop may terminate or suspend your right to use the Platform if you breach any provision of the Terms of Use or any policy of Assist 2 Develop posted through the Platform from time to time; if Assist 2 Develop otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Assist 2 Develop believes you are creating problems or possible legal liabilities; if Assist 2 Develop believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Assist 2 Develop believes you are infringing the rights of third parties; if Assist 2 Develop believes you are acting inconsistently with the spirit of these Terms of Use; if despite our reasonable endeavors, Assist 2 Develop is unable to verify or authenticate any information you provide; or if you fail to pay all fees due for our Jobs/ Challenges/Jobs by the payment due date. In addition to terminating or suspending your Account, Assist 2 Develop reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Challenges/Jobs is terminated or suspended, these Terms of Use will remain enforceable against you.
Remedies
Violations. If Assist 2 Develop becomes aware of any possible violations by you of the Terms of Use, Assist 2 Develop reserves the right to investigate such violations. If, as a result of the investigation, Assist 2 Develop believes that criminal activity has occurred, Assist 2 Develop reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Assist 2 Develop is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content, in Assist 2 Develop’s possession in connection with your use of the Platform, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms of Use, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer Challenge/Job, or (5) protect the rights, property or personal safety of Assist 2 Develop, its Users or the public, and all enforcement or other government officials, as Assist 2 Develop in its sole discretion believes to be necessary or appropriate.
Breach. In the event that Assist 2 Develop determines, in its sole discretion, that you have breached any portion of the Terms of Use, or have otherwise demonstrated conduct inappropriate for the Platform, Assist 2 Develop reserves the right to:
Warn you via e-mail (to any e-mail address you have provided to Assist 2 Develop) that you have violated the Terms of Use;
Delete any of Your Content provided by you or your agent(s) to the Platform;
Discontinue your registration(s) with any of the Platform, including any Challenges/Jobs or any Assist 2 Develop community;
Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
Pursue any other action which Assist 2 Develop deems to be appropriate.
General Provisions
Electronic Communications. The communications between you and Assist 2 Develop use electronic means, whether you visit the Platform or send Assist 2 Develop e-mails, or whether Assist 2 Develop posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Assist 2 Develop in an electronic form; and (2) agree that all Terms of Use and conditions, agreements, notices, disclosures, and other communications that Assist 2 Develop provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Assist 2 Develop Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Platform, including but not limited to, any interactions with or conduct of other Users or third-party services of any kind arising in connection with or as a result of the Terms of Use or your use of the Platform. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Assignment. The Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Assist 2 Develop’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Assist 2 Develop shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Platform, please contact us at: info@assist2develop.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Limitations Period. YOU AND ASSIST 2 DEVELOP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OF USE, THE PLATFORM OR ANY CHALLENGE/JOB MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED
Governing Law. The Terms of Use and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Choice of Language. It is the express wish of the parties that the Terms of Use and all related documents have been drawn up in English.
Notice. Where Assist 2 Develop requires that you provide an e-mail address, you are responsible for providing Assist 2 Develop with your most current e-mail address. In the event that the last e-mail address you provided to Assist 2 Develop is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Use, Assist 2 Develop’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
Waiver. Any waiver or failure to enforce any provision of the Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any provision of the Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms of Use will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Export Control. You may not use, export, import, or transfer any items or information obtained through the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained access to the Platform, and any other applicable laws. In particular, but without limitation, such items or information may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Assist 2 Develop are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Assist 2 Develop products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Entire Agreement. The Terms of Use are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Contact Us
If you have any questions about these Terms, please contact us at info@assist2develop.com
End of Terms of Use