GradTask


Last Revised: May, 2015

 

These Terms of Use (this “Agreement”) is a contract between you (“you”) and GradTask (“GradTask”, “we” or “us”). You must agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.GradTask.com (the “Site”) and related software and services (collectively, the “GradTask Platform”). GradTask may amend this Agreement at any time. Your continued use of the GradTask Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

 

This Agreement may be modified from time to time by GradTask in its sole discretion. In the event of a conflict between our Privacy Policy and/or Fee Policy and this Agreement, this Agreement controls.  GradTask further reserves the right to terminate your use or access to the GradTask Platform at any time for any reason, including, without limitation, if we learn that you have provided false or misleading information or have violated this Agreement.

 

YOU UNDERSTAND THAT BY USING THE GRADTASK PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE GRADTASK PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

 

1. THE GRADTASK PLATFORM.

 

1.1 Purpose of the GradTask Platform.

 

The GradTask Platform offers services, including but not limited to the GradTask online volunteer matching service to individuals, primarily graduate school students, seeking volunteer opportunities (“Volunteers” or “Students”) and nonprofit entities seeking volunteers (“Entities”). Under this Agreement, GradTask provides services to you in your capacity as either a Volunteer or Entity. Volunteers post profiles and apply to perform tasks posted by Entities. If a Volunteer and Entity agree on terms, a contract is formed directly between them. GradTask is a non-party regarding compensatory terms agreed to between and among Entities and Volunteers.

 

1.2 Eligibility.

 

1.2.1 Generally.

 

The GradTask Platform is available only to: (a) nonprofit entities, and (b) natural persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.

 

1.2.2 Registration

 

By registering as a Volunteer or Entity, you represent that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of GradTask’s services does not violate any applicable law or regulation.  Your registration profile may be deleted or suspended without warning if we have reason to believe that you do not meet eligibility requirements.

 

 2. GRADTASK GENERAL POLICIES.

 

 2.1 User Content Transmitted Through the GradTask Platform.

 

(a) With respect to the content or other materials you upload through the GradTask Platform or share with other users or recipients, including without limitation the Work Product (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant GradTask and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the GradTask Platform or, with the exception of Work Product, the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Our use of any Work Product will be governed by our Privacy Policy.

 

(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the GradTask Platform (“Submissions”), provided by you to GradTask are non-confidential and GradTask will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

(c) You acknowledge and agree that GradTask may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; ( iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of GradTask, its users and the public. You understand that the technical processing and transmission of the GradTask Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

 

2.2 Identity and Account Security.

 

GradTask reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the your identity. You authorize GradTask, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your GradTask account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on GradTask. You must notify GradTask support immediately if you suspect that your password has been lost or stolen. By using your GradTask account, you acknowledge and agree the GradTask’s account security procedures are commercially reasonable.

 

2.3 Email Address and Password.

 

If you sign up to become a GradTask member either to post volunteer opportunities or to search volunteer opportunities, you will also be asked to choose an email address and password for your GradTask profile. You are solely responsible for maintaining the confidentiality of your password and all use of your GradTask email address, password, and profile. You agree not to use the GradTask profile, email address, or password of another GradTask member at any time unless expressly authorized by such GradTask member. You agree to notify us immediately if you suspect any unauthorized use of your GradTask profile or access to your password.

 

2.4 Restrictions.

 

(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish, display, email or otherwise use or distribute (hereinafter, “upload”) via the GradTask Platform. GradTask reserves the right to investigate and take appropriate legal action against anyone who, in GradTask’s sole discretion, violates this provision. The following are examples of the kind of content and/or use that is illegal or prohibited by GradTask; you agree to not use the GradTask Platform to:

 

(i) upload any content that (A) infringes any intellectual property or other proprietary rights of any party; (B) you do not have a right to upload under any law or under contractual or fiduciary relationships; (C) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (D) poses or creates a privacy or security risk to any person; (E) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,“ “spam,“ “chain letters,“ “pyramid schemes,“ “contests,“ “sweepstakes,“ or any other form of solicitation; (F) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (G) in the sole judgment of GradTask, is objectionable or which restricts or inhibits any other person from using or enjoying the GradTask Platform, or which may expose GradTask or its users to any harm or liability of any type;

 

(ii) interfere with or disrupt the GradTask Platform or servers or networks connected to the GradTask Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the GradTask Platform;

 

(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;

 

(iv) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

(v) solicit personal information from anyone under the age of 18;

 

(vi) harvest or collect email addresses or other contact information of other users from the GradTask Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

 

(vii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

 

(viii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

 

(ix) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the GradTask Platform.

 

(b) No Reverse Engineering. The technology and software underlying the GradTask Platform or distributed in connection therewith is the property of GradTask, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by GradTask.

 

(c) Enforcement of Agreement and Policies. GradTask has the right, but not the obligation, to suspend or cancel your access to the GradTask Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting GradTask’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the GradTask Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for GradTask. Once suspended or terminated, you MAY NOT continue to use the GradTask Platform under a different account or reregister under a new account. If you attempt to use the GradTask Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the GradTask Platform, including data, messages, files and other material you keep on GradTask.

 

3. PAYMENT TERMS, INVOICES AND PAYMENT METHODS.

 

3.1 Unpaid Volunteers are NOT Interns

 

BY ACCEPTING THIS AGREEMENT, BOTH ENTITIES AND VOLUNTEERS ACKNOWLEDGE THAT VOLUNTEERS ARE “VOLUNTEERS,” NOT “INTERNS.”

 

GRADTASK IS NOT RESPONSIBLE FOR LEGAL ISSUES THAT ARISE FROM MISREPRESENTATION OF A TASK OR FROM MISCLASSIFICATION OF A VOLUNTEER’S ACTIVITIES BY AN ENTITY.

 

3.2 Formal Invoices and Taxes. 

 

In the event that an Entity and Volunteer agree to a non-volunteer paid relationship, GradTask is not a party to such relationship and will have no responsibility for determining the necessity of or for issuing any formal invoices or other payments, or for determining, remitting, or withholding any applicable taxes. Instead, the Entity will be solely responsible for determining whether it is required by applicable law to issue invoices and/or other payments, and for making all applicable withholdings from same.

 

Further, in the event of an audit of GradTask, Volunteers agree to promptly cooperate with GradTask and provide copies of Volunteer’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

 

3.3 Fees

 

If you are posting volunteer opportunities on the Site, you acknowledge that we reserve the right to charge for the Services and to change the fees from time to time in our discretion, upon notice to you at the then-current e-mail address stored in your GradTask profile. Upon using the Services to post volunteer opportunities, you will be responsible for the payment of any applicable fees, and shall pay such fees to us.

 

4. YOUR ACKNOWLEDGMENT OF GRADTASK’S ROLE.

 

4.1 Service Contracts.

 

You expressly acknowledge, agree and understand that: (i) the GradTask Platform is merely a venue where users may act as either Entities or Volunteers; (ii) GradTask is not a party to any Service Contract or other relationship between Entities and Volunteers; (iii) you recognize, acknowledge and agree that you are not an employee of GradTask and that GradTask does not, in any way, supervise, direct, or control your volunteer tasks, work, or services; (iv) GradTask will not have any liability or obligations under or related to service contracts, Volunteer/Entity relationships, or employment relationships or any acts or omissions by you or other users; (v) GradTask has no control over Volunteers or over the tasks promised or rendered by Volunteers; and (vi) GradTask makes no representations as to the reliability, capability, or qualifications of any Volunteer or the quality, security or legality of any volunteer tasks, and GradTask disclaims any and all liability relating thereto.

 

GradTask does not introduce Volunteers to Entities or help Volunteers find Entities seeking their volunteer skills and knowledge, HOWEVER, GRADTASK DOES PROVIDE SEARCH TOOLS AND AUTOMATIC EMAIL NOTIFICATIONS THAT MAY FACILITATE SUCH INTRODUCTIONS.  GradTask merely makes the GradTask Platform available to enable Volunteers to identify and determine the suitability of Entities for themselves, and to enable Entities to identify and determine the suitability of Volunteers for themselves. GradTask does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of tasks advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Volunteers to perform volunteer tasks, or that an Entity or Volunteer can or will actually complete a task.

 

4.2 No Background Checks.

 

GradTask is not required to and does not verify any information given to us by Volunteers or Entities, nor does GradTask perform background checks on Volunteers or Entities. GradTask may provide information about a Volunteer or Entity. However, such information is based solely on data that Volunteer or Entity submits.  And GradTask provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by GradTask. Because GradTask does not guarantee or endorse the ability of Volunteers to provide tasks, we have established a feedback system to help you evaluate the user with whom you are dealing.

 

4.3 GradTask’s Proprietary Rights.

 

GradTask and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected (collectively, “Proprietary Rights”) in and to the GradTask Platform. You may not use the GradTask Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. GradTask reserves the right to withdraw, expand and otherwise change the GradTask Platform at any time in GradTask’s sole discretion. You will not be entitled to create any “links” to the Sire, or “frame” or “mirror” any content contained on, or accessible through, the Site, on any other server or internet-based device.

 

4.4 Third Party Websites.

 

The GradTask Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. GradTask has no control over such sites and resources and GradTask is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that GradTask will 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 content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the GradTask Platform are between you and the third party, and you agree that GradTask is not liable for any loss or claim that you may have against any such third party.

 

4.5 GradTask as a Limited Agent.

 

This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and GradTask, except and solely to the extent expressly stated in this Agreement.

 

From time to time, a user may ask GradTask to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document. You hereby appoint GradTask as your agent for the limited purpose of executing documents that confirm your activities on the GradTask Platform. GradTask will act on your behalf and in a clerical capacity, without in any way restricting GradTask’s rights or expanding GradTask’s obligations under this Agreement or any Service Contract.

 

5. CONFIDENTIAL INFORMATION.

 

5.1 Confidentiality.

 

Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by GradTask, an Entity or a Volunteer (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to any other party (the “Receiving Party”) or which would be apparent to a reasonable person, familiar with Disclosing Party’s business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that reports and/or information related to or regarding the Services or Work Product, or a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party. Notwithstanding anything to the contrary, you acknowledge and agree that the “Toolkit” made available by GradTask through the Website is deemed GradTask’s Confidential Information.

 

5.2 Use of Confidential Information.

 

The Receiving Party acknowledges that it may have access to the Disclosing Party’s Confidential Information. The Receiving Party agrees that it will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Services Contract, as applicable, or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) employees who are required to have access to the Confidential Information in connection with the exercise of Receiving Party’s rights and performance of its obligations under this Agreement or a Services Contract, as applicable, and (b) professional advisers (e.g., lawyers and accountants); providedhowever, that any and all such employees and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Section 5. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Party’s Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Party’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

 

5.3 Return.

 

If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at Entity’s or Volunteer’s written request (which may be made at any time at Entity’s or Volunteer’s sole discretion), Entity or Volunteer (as the case may be) will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each Entity or Volunteer, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 5.2 within ten (10) days after the receipt of disclosing party’s written request to certify.

 

5.4 Publication.

 

Without limiting Section 5.1 above (Confidentiality), Entity, Volunteer and GradTask will not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Services Contract.

 

6. WARRANTY DISCLAIMER.

 

GRADTASK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, GRADTASK PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRADTASK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 BELOW (TERMINATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST GRADTASK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

 

7. LIMITATION OF LIABILITY.

 

IN NO EVENT WILL GRADTASK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF GRADTASK TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED US$2,500. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

 

8. INDEMNIFICATION.

 

8.1 Proprietary Rights.

 

You will indemnify, defend and hold harmless GradTask and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any action or omission by you infringes Proprietary Rights or other rights of any third party.

 

8.2 Indemnification by Entity.

 

Each Entity will indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) such Entity’s use of GradTask services, including without limitation claims by or on behalf of any Volunteer for wages, benefits, discrimination, harassment, retaliation, or Worker’s Compensation or unemployment benefits, or (ii) any service contract entered into between such Entity and a Volunteer.

 

8.3 Indemnification by Volunteer.

 

Each Volunteer will indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) such Volunteer’s provision of volunteer tasks, or (ii) any service contract entered into between such Volunteer and an Entity.

 

9. TERM AND TERMINATION.

 

9.1 Term.

 

This Agreement shall remain in full force and effect while you use the Site, App, and/or Services, or are a GradTask member. Access to the Site, App, and Services is made available for your personal, internal, non-commercial use. You may not frame the Site or Services, or make available, or facilitate distribution of the Site, Services, App, or Content (as defined below) through any means or medium unless otherwise expressly approved in writing by GradTask.

 

9.2 Termination.

 

Either party may terminate this Agreement at any time, with or without cause, effective immediately by terminating or suspending an account.  You may terminate your GradTask membership at any time, for any reason, by sending an email to admin@GradTask.org. We may terminate or suspend your membership for any reason in our sole discretion, effective immediately upon sending notice to you at the primary e-mail address you have stored in your GradTask profile.

 

9.3 Survival.

 

All sections of this Agreement will survive any termination thereof.

 

10. GENERAL.

 

10.1 Entire Agreement.

 

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

 

10.2 Side Agreements.

 

Section 11.1 above notwithstanding, Entities and Volunteers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand GradTask’s obligations or restrict GradTask’s rights under this Agreement.

 

10.3 Compliance.

 

You will not violate any laws or third party rights on or related to the GradTask Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties’ Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the GradTask Platform, including as it concerns online conduct and acceptable content.

 

10.4 Notices; Consent to Electronic Notice.

 

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the GradTask Platform. Notices hereunder will be invalid unless made in writing and given (a) by GradTask via email (in each case to the email address that you provide), (b) a posting on the GradTask Site or (c) by you via email to support@GradTask.com or to such other addresses as GradTask may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

 

10.5 Modifications.

 

No modification or amendment to this Agreement will be binding upon GradTask unless in a written instrument signed by a duly authorized representative of GradTask. For the purposes of this Section 11.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.

 

10.6 No Waiver.

 

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

 

10.7 Assignability.

 

You may not assign this Agreement, or any of its rights or obligations hereunder, without GradTask’s prior written consent in the form of a written instrument signed by a duly authorized representative of GradTask (and, for the purposes of this Section 11.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). GradTask may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

 

10.8 Severability.

 

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

 

10.9 Choice of Law.

 

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the Commonwealth of Texas, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

10.10 Personal Jurisdiction and Venue.

 

You agree that any claim you may have against GradTask must be resolved by the Texas state courts of Travis County (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Texas). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

 

10.11 Prevailing Language.

 

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

 

11. Notice for California Users

 

Under California Civil Code Section 1789.3, users of the GradTask Platform from California are entitled to 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 (916) 445-1254 or (800) 952-5210. You may contact us at GradTask, Inc., 617-947-8270.

 

12. Your Privacy

 

At GradTask, we respect the privacy of our users. For details please see our Privacy Policy. By using the GradTask Platform, you consent to our collection and use of personal data as outlined therein.

 

13. LINKS

 

Our provision of a link to any other site or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside sites or their content. We encourage you to review the terms of use and privacy policies for any such third party links you visit on the Site, App, or Services. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

 

14. LIMITATION OF LIABILITY; RELEASE

 

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GRADTASK OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, APP, OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. The aggregate liability of GradTask to you for all claims arising from or related to the Site, APP, or the Services OR THESE TERMS is limited to one-hundred dollars ($100).

 

15. EXCLUSIONS AND LIMITATIONS

 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.

 

16. TRADEMARKS

 

Certain of the names, logos, and other materials displayed in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

 

17. COPYRIGHTS; RESTRICTIONS ON USE

 

The content made available to you through the Services, other than Your Content, including without limitation, text, databases, software, code, music, sound, photos, and graphics ("Our Content"), is (1) copyrighted by GradTask and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by GradTask or its licensors. Our Content, and Content (except Your Content), may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, publicly performed, publicly displayed, or redistributed in any way without our prior written permission or the prior written permission of our applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for (a) your personal, noncommercial use if you are a volunteer or (b) your archival purposes, if you are a nonprofit or public service organization. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Content.