Assemble, Inc. - Website Terms of Use

Last Modified: May 10, 2019

1. INTRODUCTION; ACCEPTANCE OF THE TERMS OF USE

Welcome to the Assemble platform, a creative collaboration platform enabling freelancers who perform photographic, video, audio or other creative services to connect with customers or clients. These terms of use are entered into by and between you and Assemble, Inc. ("Company", "we" or "us"). The following terms and conditions ("Terms of Use"), govern your access to and use of any content, functionality and services ("Services") offered on or through our website at assemble.tv (the "Website"), whether as a guest or a registered user. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START TO USE THE WEBSITE. BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY, FOUND AT ASSEMBLE.TV/PRIVACY-POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE. This Website is offered and available to users who are 18 years of age or older and reside in the United States. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Certain features of the Services or specific software offerings may also have their own specific terms and conditions that you agree to when you sign up for that particular product, function, or service ("Specific Terms of Service"). A Specific Term of Service supplements this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Term of Service, the conflicting term in the Specific Term of Service will control but only with respect to the applicable product, function or service. All other terms and conditions in both this Agreement and the Specific Terms of Service will remain in force.

2. ACCESSING THE WEBSITE AND ACCOUNT SECURITY

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. You are responsible for: (1) making all arrangements necessary for you to have access to the Website; and (2) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

The word "you" as used in this Agreement will apply to visitors who browse our Website and individuals who access and use the Services on their own behalf and/or on behalf of an entity. Users that use the Services to post creative work on the Website on behalf of themselves are referred to in this Agreement as, "Freelance Users" and individuals who access and use the Services on their own behalf and/or on behalf of an entity to locate Freelancers and engage them to perform services are referred to as “Clients” or “Client Users.” If you use the Services on behalf of an employer, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

3. USE OF SERVICES

a. If you access the Services through a social networking site, you agree that we can access, store, and make available on the Services, any information and data that you provide in your applicable social networking site account such that the same information is available in your User account. You agree that we are not liable for any personal information that is made available to us in violation of your privacy settings with the applicable social networking site. By providing us your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by following the opt-out and/or unsubscribe instructions in the email message. You can also contact SUPPORT@ASSEMBLE.TV. Note: Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

b. In connection with the use of the Services and the Website, you agree not to engage in any of the following prohibited activities:

  1. Taking any action that violates any applicable federal, state, local or other law or regulation (including, without limitation, any laws relating to copyright and other intellectual property use, and privacy laws);
  2. collecting or storing personal data of any other user without the prior, written permission of such user;
  3. copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping";
  4. using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
  5. Sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content. We may block the transmission of such content;
  6. transmitting spam, chain letters, or other unsolicited communications or transmitting content that may be harmful to minors;
  7. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
  8. taking any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  9. uploading invalid data, viruses, worms, or other software agents through the Services;
  10. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
  11. interfering with the proper working of the Services;
  12. accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
  13. bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
  14. disclosing or sharing login credentials;
  15. reverse engineering or decompiling any parts of the Services;
  16. posting or submitting any inaccurate, incomplete, or false biographical information or another person’s information;
  17. violating the legal rights of others or promoting or encouraging illegal activity.

4. USER CONTENT AND CONTENT STANDARDS.

a. The Website contains interactive features ("Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons content or materials, including photos, videos, or audio files (collectively, "User Contributions") on or through the Website. All User Contributions remain the property of the user and must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Website will be considered non-confidential. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, the right to use and display the User Contributions in connection with providing the Services and you also grant us and our affiliates the right to use, modify, reproduce, perform and display the User Contributions on the Website and in our marketing communications with you and other users or prospective users of the Services, including without limitation on our marketing emails and other promotional materials (subject to the requirements of our Privacy Policy). You represent and warrant that: (1) the downloading, copying, displaying and use of the User Contributions will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party; (2) if your employer (or other third party) has rights to intellectual property you create, you have either (i) received permission from your employer (or other third party) to post or make available the User Contributions, or (ii) secured from your employer (or other third party) a waiver as to all rights in or to the User Contributions; (3) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers; (4) all of your User Contributions do and will comply with these Terms of Use; and (5) you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

b. The following content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: (1) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (2) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (3) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (4) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy or (5) promote any illegal activity, or advocate, promote or assist any unlawful act.

5. DOING BUSINESS WITH ASSEMBLE

a. The Company’s Website includes a marketplace for approved Freelancers that have been endorsed by the Company. Only those Freelancers who have been approved by the Company will be included in the marketplace and the Company reserves the right to decide, in its sole discretion, on who will be included the in the marketplace. The Company reviews such factors as quality of creative work, work experience, and experience with a recognizable brand, among other factors.

b. In addition to complying with the other Terms of Use herein, the following additional terms shall apply to Client Users engaging Freelance Users to provide services (“Freelance Services.”)

  1. The Company does not guarantee any outcomes, satisfaction or success of the Freelance Services, does limited screening of Freelance Users, and Client Users are solely responsible for vetting all Freelance Users.
  2. Client Users and Freelance Users contract separately with the Company regarding their business relationships with the Company. By opening an account with the Company and displaying User Contributions on the Website, all Freelance Users agree to provide Freelance Services to Client Users as an independent contractor to the Company under a separate independent contractor agreement with the Company and not directly to a Client. All Freelance Users agree to: (a) not directly or indirectly take any action to circumvent the contractual process described above or (b) contract, deal with, or participate in any transaction with a Client User without first entering into an independent contractor agreement with the Company. By opening an account with the Company and selecting a Freelance User from the Website to provide Freelance Services, all Client Users agree that they will engage the Freelance User through the Company and agree to not contract, deal with, or participate in any transaction with a Freelance User without first entering into a service agreement with the Company.

c. Client Users who engage Freelance Users to perform Freelance Services through the Company will receive free access to the Company’s tool for project management for the specific project for which they engaged the Freelance User. The use of the project management tool is subject to separate terms of use.

6. INTELLECTUAL PROPERTY RIGHTS

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. This section does not apply to User Contributions; however, if you provide feedback and related materials to us concerning the functionality and performance of the Services or the Website, including identifying potential issues, improvements, modifications, or enhancements (“Feedback”), you hereby grant to us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback for any purpose without restriction. You agree that we may disclose any or all Feedback to any third party in any manner, and you agree that we may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is gratuitous, unsolicited and without restriction, and will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use such Feedback without any additional compensation to you, and free to disclose such Feedback on a non-confidential basis or otherwise to anyone.

The Company name and the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

7. MONITORING AND ENFORCEMENT; TERMINATION

We have the right to: (1) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (2) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company; or (3) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

8. COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices should be sent to: Assemble, Inc., 777 S. Alameda St. 2nd Floor, Los Angeles, CA 90014. We suggest that you consult your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA. It is our policy to terminate the user accounts of repeat infringers.

9. RELIANCE ON INFORMATION POSTED

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

10. CHANGES TO THE WEBSITE

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

11. INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITE

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

12. LINKS FROM THE WEBSITE

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

13. DISCLAIMER OF WARRANTIES

You understand that we do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

14. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY TO YOU FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING NOTWITHSTANDING, IF IN ANY JURISDICTION THE FOREGOING LIMITATIONS ARE NOT GIVEN FULL EFFECT, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) ANY CLAIM MUST BE BROUGHT BY YOU WITHIN ONE (1) YEAR OF ITS ACCRUAL OR IT IS WAIVED AND (B) THE MAXIMUM AMOUNT PAYABLE TO YOU, REGARDLESS OF THE NATURE OF THE CLAIM (E.G., TORT OR CONTRACT) SHALL NOT EXCEED THE LESSER OF $1,000 OR THE AMOUNT PAID BY YOU TO US DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE APPLICABLE CLAIM ACCRUED.

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO OUR ABILITY TO MAKE THE WEBSITE AND OUR SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS.

15. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

16. GOVERNING LAW AND JURISDICTION

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17. WAIVER AND SEVERABILITY

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

18. ENTIRE AGREEMENT

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

19. NOTIFICATION PROCEDURES

We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our Website, as determined by us in its sole discretion. We reserve the right to determine the form and means of providing notifications, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add no-reply@assemble.tv to your email address book to help ensure you receive email notifications from us. Under California Civil Code Section 1789.3, California users of the Website receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

20. CUSTOMER SUPPORT QUESTIONS

If you have questions about our Website or any of our services, please contact Customer Service at support@assemble.tv