Last Modified on December 21, 2020
PLEASE READ THIS AGREEMENT
CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to WorkXimity and the hirisenetwork.com website (the "Site").
Your access and use of the Site and features, products and services provided byWorkXimity, Inc. ("WorkXimity,"
"we," "us," or "our")
through the Site, but excluding any software, products or services provided by WorkXimity under a separate written
agreement, (individually and collectively, the "Service")
You must agree to this ToU in order
to use the Site or the Service. If you use the Site or the Service, or click to
accept or agree to this ToU if presented to you in a user interface for the
Service, we will understand this as your acceptance of this ToU and your
agreement to all of its terms and conditions. By accepting this ToU or using
the Site or the Service, you represent and warrant that you have the legal
capacity to enter a contract in the jurisdiction where you reside. If you do
not accept this ToU, then you may not use the Site or the Service. If you are
using the Site or the Service on behalf of your employer or another entity, you
represent and warrant that you have full legal authority to bind your employer
or such other entity to this ToU. If you do not have such authority, then you
may not use the Site or the Service on behalf of your employer or such other
entity and you must discontinue all use of the Site and the Service
- ToU Updates.WorkXimity may update this ToU
at any time, and WorkXimity
will post the updated version of this ToU on the Site. You understand and
agree that you will be deemed to have accepted the updated ToU if you use
the Site or the Service after the updated ToU is posted on the Site. If at
any point you do not agree to any portion of this ToU then in effect, you
must immediately stop using the Site and the Service.
- Provision of the Service. You are responsible for any Internet connection and
telecommunications fees and charges that you incur when accessing the Site
and the Service. You acknowledge and agree that WorkXimity may make changes to the Site or the Service at any
time without notifying you in advance.
- Termination of Service. WorkXimity
reserves the right to deny service to any person or entity at WorkXimity's sole and absolute
discretion. You acknowledge and agree that WorkXimity may stop providing the Site or the Service or
restrict your use of the Site or the Service at any time, without
notifying you in advance, for any reason or no reason, including, without
limitation, for any violation of this ToU or if WorkXimity suspects that you have used any aspect of the
Service to conduct any fraudulent or illegal activity. If WorkXimity disables your access to
your account, you may be prevented from accessing the Service, your
account details or any materials contained in your account.
- Accounts and Security.
To access certain aspects of the Service, you must have an
account. You can create an account by completing the registration
process. You may be required to provide information about yourself as
part of the registration process or your continued use of the Service.
You agree that any registration information that you submit to WorkXimity will be correct,
accurate and up to date.
You agree to pay all applicable fees and taxes incurred by you or anyone
using your account that pertain to any classified notices posted or
advertising on our site. All fees and charges are payable in
accordance with payment terms in effect at the time the fee or the charge
becomes payable. WorkXimity
may, from time to time, modify, amend, or supplement its pricing and
billing procedures, and such changes shall be effective immediately upon
posting a link to an update of this ToU or posting such changes elsewhere
on the Site. If there is a dispute regarding your payment of fees, or the
Service, WorkXimity shall have
the right to terminate your account without prior notice. YOU ACKNOWLEDGE
AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON-REFUNDABLE
IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR
ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
- Account Security.
Maintaining account security is very important. You are solely
responsible for maintaining the confidentiality of your account password.
You agree to notify WorkXimity
immediately if you become aware of any unauthorized use of your password
or of your account.
- Account Sharing or Transfers. Accounts are registered to you personally and may
not be sold, traded, gifted or otherwise transferred at any time under
any circumstances. You may not share your account with, or disclose your
password to, anyone else.
- Cancellation by You.
You have the right to cancel your account at any time. You may cancel
your account by following the cancel link available on the Site or by
contacting us via email at firstname.lastname@example.org. Once you cancel
your account, your personal information will no longer be viewable by
other users. However, content previously shared with other users may
remain viewable by those users until they delete such content.
- Termination by WorkXimity. WorkXimity
may at any time terminate your account if:
- WorkXimity determines that you are (i) in breach of or
otherwise acting inconsistently with this ToU or (ii) engaging in
fraudulent or illegal activities or other conduct that may result in
liability to WorkXimity;
- WorkXimity determines it is required by law to terminate your
- WorkXimity decides to stop providing the Service or critical
portions of the Service.
- Effect of Account Termination or Cancellation. If you voluntarily terminate your account or allow
your account to lapse, you may reactivate that account at any time by
logging in to the Site or the Service and reactivating the account.
Accounts terminated by WorkXimity
for any type of abuse including, without limitation, a violation of this
ToU, may not be reactivated for any reason.
- Use Requirements.
- License Grant.
Subject to the terms and conditions of this ToU, WorkXimity hereby grants you a limited, non-exclusive,
personal, non-sublicensable, non-assignable license to use the Site and
the Service, which may only be used in connection with the Service and in
accordance with this ToU and any rules, restrictions or documentation set
forth by WorkXimity from time
You acknowledge and agree that WorkXimity
may update the Site or the Service from time to time with or without
notifying you, and may add or remove features or functions to the Site or
the Service at any time in its sole discretion. You acknowledge and agree
that WorkXimity has no
obligation to make the Site or the Service available to you, make any
subsequent versions of the Site available to you or to continue to
support the Site or the Service in any way. You acknowledge that your
access to the Site and the Service may not be continuous, features may
change during your use of the Site and the Service, and WorkXimity may terminate your
access to the Site or the Service or stop offering the Site and the
Service at any time.
You acknowledge that you may only use the Site and the Service in in
accordance with this ToU. The requirements hereunder and this ToU may
change as the Service evolves.
- Restrictions and Conditions of Use.
- Use of the Service.WorkXimity permits you to view
and use the Site and the Service solely for your own personal or limited
commercial use, as applicable, in either case not inconsistent with the
intended purpose of the Service. You agree not to license, create
derivative works from, transfer, sell or re-sell any information,
content, materials, data or services obtained from the Site or the
Service. WorkXimity reserves
the right to add or remove information, content or Services from the Site
at any time at its sole discretion.
- Accessing the Service. You agree not to access, or attempt to access, the
Service by any means other than through the user interface provided
through the Site. You specifically agree not to access, or attempt to
access, the Service through any automated means (including, without
limitation, through the use of scripts, bots, spiders or web crawlers)
and you agree to comply with the instructions contained in any robots.txt
file present on the Site or the Service.
- No Violation of Laws.
You agree that you will not, in connection with your use of the Site or
the Service, violate any applicable law, ordinance, rule, regulation or
treaty. Without limiting the foregoing, you agree that you will not make
available through the Site or the Service any material or information
that infringes any copyright, trademark, patent, trade secret, or other
right of any party (including rights of privacy or publicity).
- Use Restrictions.
You may not connect to or use the Site or the Service in any way that is
not expressly permitted by this ToU.
- You may not: (i) remove any proprietary notices from
the Site or the Service; (ii) cause, permit or authorize the
modification, creation of derivative works, translation, reverse
engineering, decompiling, disassembling or hacking of the Site or the
Service; (iii) sell, assign, rent, lease, act as a service bureau, or
grant rights in the Service, including, without limitation, through
sublicense, to any other person or entity without the prior written
consent of WorkXimity; or
(iv) make any false, misleading or deceptive statement or representation
regarding WorkXimity or the
Site or the Service.
- Without limiting the foregoing, you agree that you
will not: (i) institute, assist, or become involved in any type of
attack including, without limitation, denial of service attacks, upon
the Site or the Service (or any servers, systems or networks connected
to the Site or the Service) or otherwise attempt to obstruct, disrupt or
interfere with the operation of the Site or the Service or any other
person's or entity's use of the Site or the Service (or any servers,
systems or networks connected to the Site or the Service); (ii) attempt
to gain unauthorized access to the Site, the Service, accounts
registered to other users, or any servers, systems or networks connected
to the Site or the Service; (iii) use the Site or the Service for any
commercial purpose unless consistent with this ToU and the intended use
of the same, or for the benefit of any third party, or charge any person
or entity, or receive any compensation for, the use of the Site or the
Service, unless you are specifically authorized to do so in a separate
written agreement with WorkXimity;
(iv) use the Site or the Service to develop, generate, transmit or store
information that is defamatory, harmful, abusive, obscene or hateful;
(iv) use the Site or the Service to perform any unsolicited commercial
communication not permitted by applicable law; or (v) use the Site or
the Service to engage in any activity that (A) constitutes harassment or
a violation of privacy or threatens other people or groups of people;
(B) is harmful to children in any manner; (C) constitutes phishing,
pharming or impersonates any other person or entity, or steals or
assumes any person's identity (whether a real identity or online
nickname or alias); or (D) violates any applicable law, ordinance, rule,
regulation or treaty.
- Without limiting the foregoing, you agree that you
will not use the Site or the Service for any other unlawful, prohibited,
abnormal or unusual activity as determined by WorkXimity in its sole discretion.
- No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to
obtain any information from the Service including, without limitation,
email addresses or mobile phone numbers of other account holders or other
software data; (b) intercept, examine or otherwise observe any
proprietary communications protocol used by the Site or the Service,
whether through the use of a network analyzer, packet sniffer or other
device; or (c) use any type of bot, spider, virus, clock, timer, counter,
worm, software lock, drop dead device, Trojan horse routing, trap door,
time bomb or any other codes, instructions or third party software that
is designed to provide a means of surreptitious or unauthorized access
to, or distort, delete, damage or disassemble, the Site or the Service.
- Violation of this ToU. You acknowledge and agree that you are solely
responsible, and WorkXimity
has no responsibility or liability to you or any other person or entity,
for any breach by you of this ToU or for the consequences of any such
breach. WorkXimity may at its
option, terminate its relationship with you, or may suspend your account
immediately if it determines you are using the Service contrary to the
restrictions found in this Section 6 or any other terms of this
- Links from the Site.
The Site may contain links to websites operated by other parties. WorkXimity provides these links
to other websites as a convenience and use of these websites is at your
own risk. The linked websites are not under the control of WorkXimity and WorkXimity is not responsible for
the content available on the other websites. Such links do not imply WorkXimity's endorsement of
information or material on any other website and WorkXimity disclaims all liability with regard to your access
to and use of such linked websites.
- Links to the Site.
Unless otherwise set forth in a written agreement between you and WorkXimity, you must adhere to WorkXimity's linking policy as
follows: (a) the appearance, position and other aspects of the link may
not be such as to damage or dilute the goodwill associated with WorkXimity's or its licensors'
names and trademarks; (b) the appearance, position and other attributes
of the link may not create the false appearance that your organization or
entity is sponsored by, affiliated with, or associated with WorkXimity; and (c) when selected
by a user, the link to the Site must display the Site on full-screen and
not within a "frame" on the linking Site. WorkXimity reserves the right to revoke its consent to the
link at any time and in its sole discretion.
- Intellectual Property.
The WorkXimity name and logo
are trademarks and service marks of WorkXimity.
Unless permitted in a separate written agreement with WorkXimity, you do not have the
right to use any of WorkXimity's
trademarks, service marks or logos and your unauthorized use of any of
these may be a violation of federal and state trademark laws.
You acknowledge and agree that WorkXimity,
or its licensors, owns all right, title and interest in and to the Site
and the Service, including all intellectual property, industrial property
and proprietary rights recognized anywhere in the world at any time and
that the Site and the Service are protected by U.S. and international
copyright laws. Further, you acknowledge that the Service may contain
information that WorkXimity
has designated as confidential and you agree not to disclose such
information without WorkXimity's
prior written consent.
- Copyright Agent.WorkXimity respects the
intellectual property rights of others, and requires that people who use
the Site and the Service do the same. WorkXimity maintains a policy of terminating users of the
Site or the Service who engage in repeated infringing conduct. If you
believe that your work has been copied in a way that constitutes
copyright infringement, please forward the following information to the
Copyright Agent, designated as such pursuant to the Digital Millennium
Copyright Act, 17 U.S.C. § 512(c)(2), named below:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim
has been infringed;
- description of where the alleged infringing material
- statement by you that you have a good faith belief
that the disputed use is not authorized by you, the copyright owner, its
agent, or the law;
- An electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury,
that the above information in your notice is accurate and that you are
the copyright owner or authorized to act on the copyright owner's
Agent: Legal Department
10940 Wilshire Blvd, 6th Floor
Los Angeles, CA 90024
Tel: (844) 944-7473
By accepting this ToU or using the Site or the Service, you represent that
Policy at any time, and a link to the new versions will be posted on the
Site. If at any point you do not agree to any portion of the Privacy
Policy, you must immediately stop using the Site and the Service. By using
the Site or the Service, you agree to the then current versions of the ToU
The Site and the Service are operated by WorkXimity in the United States. If you choose to access the
Site or the Service from a location outside of the United States, you do
so on your own initiative and you are responsible for compliance with
applicable local laws.
- Submitted Content.
- Content of Communications. WorkXimity
is not the source of, does not verify or endorse and takes no
responsibility for the content of communications made using the Service
or any materials submitted or made available through the Site or the
Service via uploading, sharing or publishing or any other function on the
Site or the Service which allows you to post, edit, host, share or
publish content ("Submitted Content"). By using
the Service, you agree that your Submitted Content may be viewable by
other users of the Site or the Service. All Submitted Content is entirely
the responsibility of the person from whom such content originated. You
therefore may be exposed to content that is offensive, unlawful, or
otherwise objectionable. Submitted Content may be protected by
intellectual property rights, which are owned by third parties. You are
responsible for your Submitted Content and the content you choose to
communicate and access using the Service. In particular, you are
responsible for ensuring that you do not submit material that is (a)
copyrighted, protected by trade secret or otherwise subject to third
party proprietary rights, including privacy and publicity rights, unless
you are the owner of such rights or have permission from their rightful
owner; (b) a falsehood or misrepresentation; (c) offensive, unlawful, harmful
to minors, obscene, defamatory, libelous, threatening, pornographic,
harassing, hateful, racially or ethnically offensive, or that encourages
conduct that would be considered a criminal offense, gives rise to civil
liability, violates any law, or is otherwise objectionable; or (d)
impersonating another person. WorkXimity
may in its sole discretion block, prevent delivery of or otherwise remove
the content of communications as part of its effort to protect the
Service or its customers, or otherwise enforce the terms of this ToU.
Further, WorkXimity may in its
sole discretion remove such content and terminate your Account if you
submit any content that is in breach of this ToU.
- WorkXimity does not claim ownership of any Submitted Content.
With respect to such Submitted Content, you grant WorkXimity a perpetual, irrevocable, non-terminable,
transferrable, worldwide, royalty-free, sublicensable, fully paid-up,
non-exclusive and transferable license to use, reproduce, distribute,
prepare derivative works of, display, modify, copy and perform the
Submitted Content or any part of such Submitted Content in connection
with the Service and WorkXimity's
(and its successors' and affiliates') business, including without
limitation for promoting and redistributing part or all of the Service
(and derivative works thereof) in any and all media formats and through
any and all media channels. You also hereby grant each user of the
Service a non-exclusive license to access your Submitted Content through
the Service while the Submitted Content is made available through the
Service. You may take down any Submitted Content at any time; however,
you acknowledge and agree, that WorkXimity
may still have access to such Submitted Content and that the above
licenses granted by you to WorkXimity
will remain in effect despite your removal of such Submitted Content from
the Service. You hereby represent, warrant and covenant that any
Submitted Content you provide does not include anything (including, but
not limited to, text, images, music or video) to which you do not have
the full right to grant the license specified in this Section 11.2.
- You acknowledge and agree that: (a) by using the Site
or Service, you may be exposed to content that you may find offensive or
indecent and you do so at your own risk; (b) you are solely responsible
for, and WorkXimity has no
responsibility to you or any third party for any Submitted Content that
you create, submit, post or publish on the Site or Service; (c) WorkXimity does not guarantee any
confidentiality with respect to Submitted Content, whether or not they
are published; and (d) WorkXimity
is not responsible for any Submitted Content that you may have access to
through your use of the Site or Service and all Submitted Content is the
responsibility of the person from whom such Submitted Content originated.
You acknowledge and agree that (i) WorkXimity
has no control over and is not responsible for the use of Submitted
Content by its users, including any user that has uploaded such Submitted
Content to such user's personal device, after such Submitted Content is
submitted or made available through the Service; and (ii) WorkXimity may not be able to
remove certain Submitted Content that is uploaded onto another user's
device. WorkXimity does not
endorse any Submitted Content or any opinion, recommendation, or advice
expressed therein, and expressly disclaims any and all liability in
connection with Submitted Content.
- You acknowledge that WorkXimity has the right to pre-screen any Submitted Content,
but no obligation to do so. At WorkXimity
sole discretion, any Submitted Content may be included in the Service in
whole or in part in a modified form. In addition, WorkXimity and its designees shall have the right (but not
the obligation) in their sole discretion to refuse or remove any
Submitted Content that is available via the Site or the Service that
violates this TOU or is otherwise objectionable including, but not
limited to, being unlawful, offensive, threatening, libelous, defamatory,
pornographic, obscene or violating any party's intellectual property.
- You acknowledge that the Submitted Content is your
sole responsibility. You are entirely responsible for the Submitted Content
and agree that under no circumstances will WorkXimity be liable in any way for Submitted Content,
including, but not limited to, for any errors or omissions in any
Submitted Content, or any loss or damage of any kind incurred as a result
of the use or distribution of any Submitted Content transmitted or
otherwise made available via the Service.
The Site and the Service are not directed toward children under 13 years
of age, and WorkXimity does not
knowingly collect information from children under 13 or allow them to
create an account or access account features. If you are under 13, please
do not submit any personal information about yourself to WorkXimity.
- Each party providing an advertisement or sponsored
posting on the Site and/or the App ("Advertiser")
represents and warrants that (a) the Advertiser has full power and
authority to enter into transactions and market, advertise, distribute,
promote, reproduce, offer for sale and sell the properties and to use all
marks, names and designs used in connection with the foregoing; and (b)
the property information, documentation and specifications that the
Advertiser has provided to WorkXimity
is accurate, true, correct, complete and not misleading.
- WorkXimity shall not be responsible for monitoring whether the
advertisements or sponsored postings by Advertisers are accurate and does
not guarantee that such advertisements or promotions are being honored.
- DISCLAIMER OF WARRANTIES.
- YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND
THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE SERVICE ARE
PROVIDED ON AN "AS IS"AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKXIMITY EXPRESSLY DISCLAIMS
ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES
AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE.
- WORKXIMITY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR
RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR
THE PERFORMANCE OF, THE SITE OR THE SERVICE.
- WORKXIMITY DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE
ABLE TO ACCESS OR USE THE SITE OR THE SERVICE AT THE TIMES OR LOCATIONS
OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR
THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF
THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE SITE OR THE SERVICE
IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS AT
YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING
FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
states or jurisdictions do not allow the disclaimer of implied warranties, the
foregoing disclaimers may not apply to you.
- LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKXIMITY, AND ITS AFFILIATES,
LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED
PARTIES"), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
- ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE
OR THE SERVICE, EVEN IF WORKXIMITY
OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF
THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
- THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES
OR TECHNOLOGY; OR
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE
ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF
THE SITE OR THE SERVICE.
- WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE
LIABILITY OF WORKXIMITY OR ANY
OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
states or jurisdictions do not allow the exclusion or the limitation of
liability for consequential or incidental damages, in such states or
jurisdictions, the liability of WorkXimity
and the Related Parties shall be limited to the fullest extent permitted by
You agree to defend, indemnify and hold WorkXimity and the Related Parties harmless from and against
any and all claims, demands, liabilities damages and losses including,
without limitation, reasonable attorneys' fees, resulting from or arising
out of (a) your use of the Site or the Service; or (b) your breach of this
ToU or any other policies that WorkXimity
may issue for the Site or the Service from time to time.
- Governing Law; Jurisdiction. This ToU is governed by California law, without
regard to conflict of laws principles. The application of the United
Nations Convention on Contracts for the International Sale of Goods is
expressly excluded. You and WorkXimity
agree that, except as otherwise provided in Section 18 below, the
state and federal courts located in the County of Los Angeles, California
will have exclusive jurisdiction of all disputes arising out of or related
to this ToU or your use of the Site or the Service and agree to submit to the
personal jurisdiction and venue of these courts. Notwithstanding the
foregoing, WorkXimity shall be
allowed to apply for equitable remedies (including injunctions) in any
- Binding Arbitration.
- Arbitration Procedures. You and WorkXimity
agree that, except as provided in Section 17.4 below, all
disputes, controversies and claims related to this ToU (each a "Claim"),
shall be finally and exclusively resolved by binding arbitration, which
may be initiated by either party by sending a written notice requesting
arbitration to the other party. Any election to arbitrate by one party
shall be final and binding on the other. The arbitration will be
conducted under the Streamlined Arbitration Rules and Procedures of JAMS
that are in effect at the time the arbitration is initiated (the "JAMS
Rules") and under the terms set forth in this ToU. In the
event of a conflict between the terms set forth in this Section 18
and the JAMS Rules, the terms in this Section 18 will control and
Except as otherwise set forth in Section 18.4, you may seek any
remedies available to you under federal, state or local laws in an
arbitration action. As part of the arbitration, both you and WorkXimity will have the
opportunity for discovery of non-privileged information that is relevant
to the Claim. The arbitrator will provide a written statement of the
arbitrator's decision regarding the Claim, the award given and the
arbitrator's findings and conclusions on which the arbitrator's decision
is based. The determination of whether a Claim is subject to arbitration
shall be governed by the Federal Arbitration Act and determined by a
court rather than an arbitrator. Except as otherwise provided in this
ToU, (a) you and WorkXimity
may litigate in court to compel arbitration, stay proceedings pending
arbitration, or confirm, modify, vacate or enter judgment on the award
entered by the arbitrator; and (b) the arbitrator's decision shall be
final, binding on all parties and enforceable in any court that has jurisdiction,
provided that any award may be challenged if the arbitrator fails to
follow applicable law.
The arbitration will take place in Los Angeles, California, unless the
parties agree to video, phone or internet connection appearances.
You and WorkXimity agree that
any arbitration shall be limited to the Claim between WorkXimity and you individually.
YOU AND WORKXIMITY AGREE THAT
(a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A
CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO
RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED
REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO
ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
- Exceptions to Arbitration. You and WorkXimity
agree that the following Claims are not subject to the above provisions
concerning negotiations and binding arbitration: (a) any Claim seeking to
enforce or protect, or concerning the validity of, any of WorkXimity's intellectual
property rights; (b) any Claim related to, or arising from, allegations
of theft, piracy, invasion of privacy or unauthorized use; and (c) any
claim for equitable relief. In addition to the foregoing, either party
may assert an individual action in small claims court for Claims that are
within the scope of such court's jurisdiction in lieu of arbitration.
- Arbitration Fees.
If you initiate arbitration for a Claim, you will need to pay the JAMS
arbitration initiation fee. If we are initiating arbitration for a Claim,
we will pay all costs charged by JAMS for initiating the arbitration. All
other fees and costs of the arbitration will be charged pursuant to the
You and WorkXimity agree that
if any portion of this Section 18 is found illegal or
unenforceable (except any portion of Section 18.4), that portion
shall be severed and the remainder of the section shall be given full
force and effect. If Section 18.4 is found to be illegal or
unenforceable then neither you nor WorkXimity
will elect to arbitrate any Claim falling within that portion of Section
18.4 found to be illegal or unenforceable and such Claim shall be
exclusively decided by a court of competent jurisdiction within the
County of Los Angeles, California, United States of America, and you and WorkXimity agree to submit to the
personal jurisdiction of that court.
- ToU Revisions.
This ToU may only be revised in a writing signed by WorkXimity, or published by WorkXimity on the Site.
- No Partnership.
You agree that no joint venture, partnership, employment, or agency
relationship exists between you and WorkXimity
as a result of this ToU or your use of the Site or the Service.
- Assignment.WorkXimity may assign its rights
under this ToU to any person or entity without your consent. The rights
granted to you under this ToU may not be assigned without WorkXimity's prior written
consent, and any attempted unauthorized assignment by you shall be null
If any part of this ToU is determined to be invalid or unenforceable,
then that portion shall be severed, and the remainder of the ToU shall be
given full force and effect.
- Attorneys' Fees.
In the event any litigation or arbitration is brought by either party in
connection with this ToU, except as otherwise provided in Section 18.5,
the prevailing party shall be entitled to recover from the other party
all the reasonable costs, attorneys' fees and other expenses incurred by
such prevailing party in the litigation.
- No Waiver.
Our failure to enforce any provision of this ToU shall in no way be
construed to be a present or future waiver of such provision, nor in any
way affect our right to enforce the same provision at a later time. An
express waiver by WorkXimity
of any provision, condition or requirement of this ToU shall not be
understood as a waiver of your obligation to comply with the same
provision, condition or requirement at a later time.
All notices given by you or required under this ToU shall be in writing
and sent to email@example.com.
- Export Administration. You must comply with all export laws and regulations
of the United States or any other country ("Export
Controls") and you shall not export, direct or transfer any
portion of the Software, the Site or the Service, or any direct product
thereof, to any destination, person or entity restricted or prohibited by
the Export Controls.
- Equitable Remedies.
You acknowledge and agree that WorkXimity
would be irreparably damaged if the terms of this ToU were not
specifically enforced, and therefore you agree that we shall be entitled,
without bond, other security, or proof of damages, to appropriate
equitable remedies with respect to breaches of this ToU, in addition to
such other remedies as we may otherwise have available to us under
- Entire Agreement.
This ToU, including the documents referenced in this ToU, constitutes the
entire agreement between you and WorkXimity
with respect to the Site and the Service and supersedes any and all prior
agreements between you and WorkXimity
relating to the Site or the Service.