The term "you" or “your” refers to the person or entity visiting or otherwise using the Platform, or communicating with content creators registered with us as users of the Platform (each content creator so registered with us may be referred to herein as a “Creator”) for the purpose of creating online media content collaboratively (each, a “Collab” and the resulting online media content, "Collab Content"). By accessing or using the Platform, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). you may not access or use the Platform or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Platform.
These terms require the use of arbitration (Section 12.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
We have provided The Platform solely (the “Permitted Use”) to: (1) assist you in obtaining information about and communicating with other Creators available on the Platform, including profiles, videos, and photographs of Creators (each, a “Creator Profile”); (2) enable you to post information regarding yourself and your Collab requests; (3) post reviews of Creators after you have completed a Collab with them; (4) facilitate communication with Creators with the objective of completing a Collab; and (5) facilitate the transmission of payments under a Collab Agreement (defined below) from you to a Creator (collectively, “Platform Services”).
1.1 Account Creation. In order to use certain features of the Platform, you must register for an account (“Account”) and provide certain information about yourself as prompted by the available interfaces. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Platform. Collabspace may suspend or terminate your Account in accordance with Section 8.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Collabspace of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Collabspace cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Access to the Platform
2.1 License. Subject to these Terms, Collabspace grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform solely for your own personal use.
2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; and (d) 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. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to these Terms. All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.
2.3 Modification. Collabspace reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you. You agree that Collabspace will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.
2.4 No Support or Maintenance. You acknowledge and agree that Collabspace will have no obligation to provide you with any support or maintenance in connection with the Platform.
2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Platform and its content are owned by Collabspace or Collabspace’s suppliers. Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Collabspace and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. User Content
3.1 User Content. “User Content” means any and all information, data, records, files, and content that a user (including you) submits to, or uses in connection with use of the Platform, including without limitation messages and content in such user’s profile or postings. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Collabspace. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Collabspace is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. You acknowledge that Collabspace may provide attribution of your User Content to you and that such User Content may be shared with Creators and others using the Platform.
3.2 License. You hereby grant to Collabspace, our business partners and our affiliates, an irrevocable, nonexclusive, fully transferable, sub-licensable, perpetual, royalty-free and fully paid, worldwide license to: (a) reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, create algorithms based on, and otherwise use, review and exploit your User Content, and to grant sublicenses of the foregoing rights, for purposes of including your User Content in the Platform and otherwise facilitating your use of the Platform, including without limitation the creation of any Collab Content; and (b) use your name, voice, image, likeness and user names solely for purposes of operating, improving, promoting, or marketing the Platform, including in connection with commercial or sponsored content, or any Collab Content. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You acknowledge and agree that your User Content is non-confidential and non-proprietary. You represent and warrant that you have the full right, power and authority to grant the rights granted in these Terms.
3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”: (a) You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party (including but not limited to any FTC regulation). (b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to 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, subject to the parameters set forth in our robots.txt file).
3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
3.5 Feedback. If you provide Collabspace with any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Collabspace all rights in such Feedback and agree that Collabspace shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Collabspace will treat any Feedback you provide to Collabspace as non-confidential and non-proprietary. You agree that you will not submit to Collabspace any information or ideas that you consider to be confidential or proprietary.
4. Indemnification. You agree to indemnify and hold Collabspace (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Collabspace reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Collabspace. Collabspace will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5. Third-Party Links & Ads; Other Users
5.1 Third-Party Links & Ads. The Platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Collabspace, and Collabspace is not responsible for any Third-Party Links & Ads. Collabspace provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users. Although Collabspace reserves the right to review and remove User Content that violates these Terms, each Platform user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Platform users are solely between you and such users. You agree that Collabspace will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform user, we are under no obligation to become involved. If you see User Content on the Platform that violates these Terms, please report it within the Platform or via email to info[at]collabspace.co.
5.3 Release. You hereby release and forever discharge Collabspace (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Platform users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, 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.”
6. Disclaimers. THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. COMPANY EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING OR RELATED FEE ERRORS ON THE PLATFORM. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
REVIEWS OF CREATORS OR COLLABS SHOWN ON THE PLATFORM ARE INTENDED ONLY AS GENERAL GUIDANCE AND COMPANY DOES NOT GUARANTEE THE ACCURACY THEREOF. COMPANY DOES NOT MAKE ANY GUARANTEES ABOUT THE AVAILABILITY OF CERTAIN CREATORS, COLLABS OR TYPES OF COLLABS.
7. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO
THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT OR ANY COLLAB AGREEMENT., EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
CREATORS USING THE PLATFORM ARE INDEPENDENT ENTITIES AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF COMPANY. COMPANY IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY CREATORS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR COLLABS CREATED BY YOU OR CREATORS.
TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF COMPANY IN CONNECTION WITH OR UNDER THESE TERMS, INCLUDING FROM A COLLAB AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR ANY USER CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO A COLLAB AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR ANY USER CONTENT, EXCEED ALL FEES COLLABSPACE HAS COLLECTED FROM YOU UNDER THESE TERMS IN THE PRECEDING 14 MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, THE PLATFORM SERVICES OR COLLABS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The limitations above reflect the allocation of risk between the parties. The limitations contained in this section will survive and apply even if any limited remedy specified in these terms is found to have failed in its essential purpose.
8. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Platform. We may suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Collabspace will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 12.
9. Copyright Policy. Collabspace respects the intellectual property of others and asks that users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent at info [at] collabspace.co:
a). your physical or electronic signature;
b) identification of the copyrighted work(s) that you claim to have been infringed;
c) identification of the material on our services that you claim is infringing and that you request us to remove;
d) sufficient information to permit us to locate such material;
e) your address, telephone number, and e-mail address;
f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
10. Collaboration and Collaboration Fees
10.1 Collab Agreements. The Platform allows you to view the Creator Profiles of Creators who have registered on our Platform and have chosen to allow you to view their Creator Profiles. If you select a Creator for a possible Collab through the Platform, you may separately enter into an agreement with that Creator on such terms and conditions as may be agreed to between you and that Creator (“Collab Agreement”). Collabspace is not a party to and will be in no way responsible for the performance of either you or the Creator under any Collab Agreements, except for facilitating the transmission of payment from you to the Creator in accordance with these Terms. Collabspace does not make any representations or warranties of any kind with respect to a Creator or a Collab Agreement. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under a Collab Agreement in accordance with the terms and conditions thereof. You also agree to act in good faith when negotiating and performing your obligations under each Collab Agreement.
10.2 Fees. You shall pay Collabspace a fee equal to seven and one-half percent (7.5%) of the amounts payable by you, and payable to you, in connection with each Collab Agreement (the “Collab Fees”). Additionally, you shall pay Collabspace all such other amounts as determined by the then current fees or fee schedules for your use of the Platform as listed on the Platform (the “Platform Fees”) as well as any sales or similar taxes that may be imposed on your payments, and you authorize Collabspace to charge your chosen payment provider (your “Payment Method”). If you make any payments in connection with a Collab Agreement other than through the Platform or Collabspace, you shall pay Collabspace the Collab Fees within fifteen (15) days of such payment. You will pay Collabspace the Collab Fees even if the Creator fails to perform fully or partially under the Collab Agreement. We may from time to time change the Collab Fees and Platform Fees. If we make any material changes to the Collab Fees or Platform Fees, we will notify you by conspicuously posting notice of the changes within the Platform and such changes will be effective upon the date set forth within such notice. Continued use of the Platform following notice of any changes to the Collab Fees or Platform Fees will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Collabspace may correct any billing errors or mistakes that it makes even if it has already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Collabspace may terminate your account immediately in its sole discretion. You may edit your Payment Method information in the Platform by going to “Payments.” If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated, which may result in a change to your payment billing dates. In addition, you authorize Collabspace to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
10.3 Payments. Collabspace may facilitate the transmission of payments from you to the Creator in connection with a Collab Agreement (“Collab Payment”). You hereby authorize Collabspace to add or deduct, as applicable, the Collab Fees from any such Collab Payment prior to transferring the remaining funds to the Creator on your instructions. Collabspace is not your trustee or fiduciary in respect of any Collab Payments or any Collab Agreements. Collabspace reserves the right, at its sole discretion, to place a hold on a Collab Payment, if Collabspace determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Collabspace is required to cooperate with law enforcement.
10.4 Refunds. Generally, all charges for purchases, Collab Fees, and Platform Fees are nonrefundable, and there are no refunds or credits for partially used periods. We may make an exception if the laws applicable in your jurisdiction provide for refunds. If you subscribed using your Apple ID, refunds are handled by Apple, not Collabspace. To request a refund, go to iTunes, click on your Apple ID, select “Purchase history,” find the transaction and hit “Report Problem”. You can also submit a request at https://getsupport.apple.com. If you subscribed using your Google Play Store account: please contact us at info[at]collabspace.co with your order number for the Google Play Store (you can find the order number in the order confirmation email or by logging in to Google Wallet). You may also mail or deliver a signed and dated notice which states that you are cancelling these Terms (or words of similar meaning). Please also include the email address or telephone number associated with your account along with your order number. This notice shall be sent to: Collabspace, 10250 Constellation Blvd, Suite 100, Los Angeles, CA 90067.
10.5 Disputes and Release. If you have a dispute with one or more Creators or any other user(s) of the Platform, you agree that Collabspace is under no obligation to become involved and you hereby release Collabspace, its affiliates and representatives from claims, demands and damages of every kind and nature, known and unknown, foreseeable and unforeseeable, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Without limiting the generality of the foregoing, if you contact Collabspace for assistance in resolving a dispute with one or more Creators, or any other user(s) of the Platform, you hereby agree to accept the terms of any resolution of such dispute reasonably made by us in good faith in our sole discretion.
10.6 Non-Circumvention. You agree that for a period of six (6) months following the date of your last communication with any Creator concerning a Collab Agreement through the Platform (whether or not such communications resulted in the creation of Collab Content), you will not enter into an agreement with such Creator outside the Platform, whether directly or indirectly, for the creation of any Collab Content if the primary purpose of such agreement is to avoid the payment of Collab Fees, as determined in the sole discretion of Collabspace.
11. In App Purchases. From time to time, Collabspace may offer products and services for purchase (“in app purchases”) through iTunes, Google Play or other application platforms authorized by Collabspace (each, an “App Store”). If you choose to make an in app purchase, you will be prompted to enter details for your account with your App Store (your "App Store Account”), and your App Store Account will be charged for the in app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your App Store Account. Some App Stores may charge you sales tax, depending on where you live. If you purchase an auto-recurring periodic subscription through an in app purchase, your App Store Account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your App Store account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the Collabspace application from your device. Deleting your account on Collabspace or deleting the Collabspace application from your device does not cancel your subscription; Collabspace will retain all funds charged to your App Store Account until you cancel your subscription through your App Store Account.
12.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
12.2 Dispute Resolution. Except as otherwise provided in this section, all disputes arising out of or relating to these Terms will be referred to and settled finally by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association which are in effect at the time of arbitration. All awards may, if necessary, be enforced by a court of competent jurisdiction. The existence of any dispute, details of the arbitration proceeding, and all related documents, information, evidence, judgments and awards therein, must be kept confidential. You and Collabspace hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, nothing in this section will preclude the right and ability for you or Collabspace to file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under applicable law.
12.3 Export. The Platform may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Collabspace, or any products utilizing such data, in violation of the United States export laws or regulations. Not all of the Creators, Collabs and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
12.4 Disclosures. Collabspace is located at 10250 Constellation Blvd, Los Angeles, CA 90067. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.5 Electronic Communications; Mobile Messaging.
12.5.1 Electronic Communications. The communications between you and Collabspace use electronic means, whether you use the Platform or send us emails, or whether Collabspace posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Collabspace in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Collabspace provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
You may receive an additional mobile message confirming your decision to opt-out. You understand and agree that the foregoing options are the only reasonable methods of opting-out. You also understand and agree that any other method of opting-out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting-out.
If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt-Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying Company of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Company, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and Agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.
YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
The Program is offered on an “as-is” basis and may not be available in all areas, at all times, and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We are not liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Company’s control. sale You must have a wireless Device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your Device capabilities for specific text messaging instructions.
12.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Collabspace’s prior written consent, and any attempted a ssignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Collabspace may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. If these Terms conflict with the terms of another agreement between users of the Platform (such as the terms of a Collab Agreement in respect of a Collab), then these Terms shall prevail.
12.7 Copyright/Trademark Information. Copyright © 2021 Collabspace, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
12.8 Except as otherwise explicitly provided herein, these Terms and any action related thereto shall be governed by the laws of the State of California without regard to its conflict of laws provisions, notwithstanding your domicile, residency or physical location. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California in all disputes arising out of or relating to your use of the Platform or User Content. Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.
12.9 Email Contact Information: info [at] collabspace.co