WIMZA25

ACCEPTANCE OF THESE TERMS OF USE

Excellent Standard LLC ("Us" or "We") provides this Executive Careers site and various related services (collectively, the "Site") to you, the user, subject to your compliance with all the Terms of Use, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us and you. In addition, when using particular services or materials on this site, users shall be subject to any posted rules applicable to such services or materials that may contain Terms of Use and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Site in any manner, and each of your heirs, assigns, and successors. If you use the Site on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms of Use will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity, its directors, officers, employees, and agents.

BY USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

MODIFICATIONS

These Terms of Use are effective as of 03/21/2021. We expressly reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

ADDITIONAL TERMS OF USE AND POLICIES

Please review Wimza’s Privacy Policy, incorporated herein by reference, for information and notices concerning Wimza’s collection and use of your information. Certain areas of and/or products on the Site may have different Terms of Use and conditions posted or may require you to agree with and accept additional Terms of Use and conditions or policies. If there is a conflict between these Terms of Use and the Terms of Use and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.

As used in these Terms of Use references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

KEY TERMS

"Collective Content" means User Content and Wimza Content together.

“Content” shall mean text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Freelance Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Site.

“Customer Member” shall mean a Member who is registered to receive quotes for Freelance Services, request quotes for Freelance Services, or otherwise uses the Site to receive, pay for, review, or facilitate the receipt of Freelance Services.

“Member” shall mean a person or entity who completes Wimza’s account registration process, a person or entity who submits or receives a request through Wimza, including but not limited to Task Members and Customer Members.

“Site” shall mean all Wimza websites, mobile or other applications, software, processes and any other services provided by or through Wimza.

“Freelance Services” shall mean the services listed, quoted, scheduled, offered or provided by Task Members, or sought, scheduled or received by Customer Members, through the Site.

“Task Member” shall mean a Member who is registered to send quotes for Freelance Services, sends quotes for Freelance Services, or otherwise uses the Site to offer, provide, receive payment for, or facilitate the provisions of Freelance Services.

“Wimza Content” means all Content Wimza makes available on or through the Site, including any Content licensed from a third party, but excluding User Content.

“User Content” means all Content submitted, posted, uploaded, published, or transmitted on or through the Site by any Member or other user of the Site, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Site, but excluding Wimza Content and Feedback.

ELIGIBILITY, TASK MEMBER REPRESENTATIONS, WARRANTIES, AND USE OF THE SITE

We do not knowingly provide the Services to, and will not knowingly collect the personal information from anyone under the age of consent. If you live in a country in the EU/EEA, you must be at least 16 years old to use our Services or such greater age required in your country to register for or use our Services. If you live in any other country except those in the EU/EEA, you must be at least 13 years old to use our Services or such greater age required in your country to register for or use our Services. In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Privacy Policy in your country, your parent or guardian must agree to our Privacy Policy on your behalf. By accessing or using the Site, you represent and warrant that you are eligible.

By registering or using the Site to offer, post, or provide Freelance Services, Task Members represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Freelance Services and in relation to the specific job they are performing. Task Members otherwise agree to comply with all applicable laws,, in their use of the Site and any personal information obtained from the Site.

Wimza is not in the business of providing Freelance Services. Task Members understand and agree that by creating and maintaining an account on the Site, they receive only the ability to use the Wimza Site to access persons interested in receiving Freelance Services and related tools, including but not limited to the ability to message those persons or schedule appointments, that facilitate the provision of Freelance Services. For example, Customer Members may use the Site to intentionally interact with Task Members regarding Freelance Services. Task Members understand and agree that using the Site does not guarantee that anyone will engage them for Freelance Services.

Task Members understand and agree that they are customers of Wimza, and are not Wimza employees, joint venturers, partners, or agents. Task Members acknowledge that they set or confirm their own prices, provide their own equipment, and determine their own work schedule. Wimza does not control, and has no right to control, the services a Task Member provides (including how the Task Member provides such services) if the Task Member is engaged by a Customer Member or any other person, except as specifically noted herein.

Wimza, as permitted by applicable laws, obtains reports regarding Task Members, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Task Member’s account based on the results of such a check. As a Task Member, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from Wimza’s vendors.

DESCRIPTION OF SERVICES

We make various services available on this site including, but not limited to providing employment ads, and other like services. You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer, modem, and Internet access (including payment of all fees associated with such access).

We reserve the sole right to either modify or discontinue the site, including any of the site’s features, at any time with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current services on this site shall also be subject to these Terms of Use.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

Users may access the Site without registering for an account. To access and participate in certain features of the Site, you will need to create a password-protected account ("Account"). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Site, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Wimza password. You are solely responsible for all activity that occurs on your Account, and you will notify Wimza immediately of any unauthorized use. Wimza is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Wimza or others due to such unauthorized use. Your account is nontransferable except with Wimza’s written permission and in line with Wimza policies and procedures.

YOUR LICENSE TO USE THE SITE

Subject to your compliance with these Terms of Use, Wimza grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Site. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or Collective Content, except as expressly permitted in these Terms of Use. The Site and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Wimza or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Site, you hereby grant to Wimza a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Site or Freelance Services, or for any other purpose in our sole discretion, except that the contents of private messaging through the Site will not be used by Wimza in public advertising. In the interest of clarity, the license granted to Wimza shall survive termination of the Site or your Account. Wimza does not claim ownership rights in your User Content and nothing in these Terms of Use will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Site by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents and releases that are necessary to grant to Wimza the rights in such User Content, as contemplated under these Terms of Use; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Wimza's use of your User Content (or any portion thereof) on, through or by means of the Site will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While it has no obligation to do so, you agree that Wimza may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms of Use.

Wimza reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms of Use or otherwise harmful to the Site or users, or for any other reason.

PROHIBITIONS

As a user of the Site, you may not:

TRACKING COMMUNICATIONS

In order to ensure appropriate charging of Fees and to enforce these Terms of Use, Wimza may track the occurrence of communications between Customer Members and Task Members that occur off of the Site via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Customer Member or Task Member. In order to track the occurrence of such communications, Wimza may obscure Task Member contact information in a Task Member profile, replace Task Member contact information in a Task Member profile with a different piece of contact information that will forward to the Task Member, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the Wimza Site unless we first obtain your permission.

If you send text messages with a Customer Member or Task Member using the telephone number for that Member available on the Site, we may use a third-party service provider to track these text messages. We track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms of Use, and for quality and training purposes. As part of this process, Wimza and its service provider will receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.

WIMZA PROMOTIONS

You may receive certain offers from Wimza (“Promotions”), including but not limited to discounted or free use of the Site for a limited period. Any Promotions are offered at Wimza’s discretion, and may be revoked at any time and for any reason.

You are only eligible for any benefits described in the Promotion if (a) you received a communication directly from Wimza offering you that Promotion, (b) you satisfy all the requirements identified in that communication; and (c) you maintain an account in good standing with Wimza. We may condition receipt of a benefit described in a Promotion in any manner we see appropriate, including limiting eligibility to a subset of Members, to specific categories, or to certain dates. To be eligible for a benefit described in a Promotion, you may need to take a specific action (including but not limited to signing up for a service) or make a payment for specific services.

To the extent you are eligible for multiple promotions that discount a Fee, we will apply those promotions sequentially. For instance, if you are eligible for both a 15% and 10% discount on a $10 Fee, you will pay $7.65.

Any benefits from participating in the Promotion, requirements of accepting the offer, and any other conditions to receive any benefit described in the Promotion will be disclosed to you. After a Promotion ends, regardless of whether you have already satisfied the requirements, you will be ineligible to receive those benefits. Notwithstanding anything to the contrary, Wimza may revoke a benefit if we believe that you have not satisfied the Promotion requirements, including maintaining an Account in good standing.

SPONSORED INFORMATION

Wimza may publicly display advertisements, paid content, and other sponsored information. The manner, mode, and extent of such advertising are subject to change without specific notice to you. Task Members may compensate Wimza to “Promote” themselves in search results and therefore rank higher. Any such Task Members will be clearly designated in applicable search results as “Promoted” or with a similar designation. Wimza may impose certain quality-related standards for Task Members to qualify as “Promoted”, which standards may be enforced and/or changed at any time.

DISPUTES BETWEEN OR AMONG USERS

Wimza values our Customers, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Site cannot be resolved independently, you agree, at Wimza's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Wimza or a neutral third-party mediator selected by Wimza. Notwithstanding the foregoing, you acknowledge and agree that Wimza is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.

INTELLECTUAL PROPERTY RIGHTS

Wimza Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms of Use, Wimza and its licensors exclusively own all right, title, and interest in and to the Site and Wimza Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Wimza used herein are trademarks or registered trademarks of Wimza. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

FEEDBACK

By sending us any feedback, comments, questions, or suggestions concerning Wimza or our services, including the Site (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Wimza and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account or the Site.

COPYRIGHT POLICY

We expect users to respect copyright law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.

NO ENDORSEMENT

Wimza does not endorse any Member, user, or any Freelance Services, and Wimza is not a party to any agreements between or among users, Members, or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or any user's or Member's use of any part of the Site, including but not limited to any scheduling or other services. Neither Wimza nor any Members or users of the Site may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Members are required by these Terms of Use to provide accurate information, and although Wimza may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background, regardless of the specific Wimza services they are using or any involvement by Wimza personnel in providing or scheduling those services.

Any reference on the Site to a user being licensed or credentialed in some manner, or "badged," "best of," "top," "background checked" (or similar language) designations indicates only that the user has completed a relevant account process or met user review standards, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Wimza and is not verification of their identity and whether they or their Freelance Services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other user. Wimza offers an Avoiding Scams section to consider when hiring a Task Member. Wimza has no responsibility for any damage or harm resulting from for your interactions with other users.

The Collective Content may contain links to third-party websites, offers, or other events/activities not owned or controlled by Wimza. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.

By using the Site, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from Wimza with respect to such actions or omissions.

SANCTIONS FOR VIOLATIONS OF THESE TERMS OF USE

Without limiting any other rights reserved herein, Wimza may, in its sole discretion, take any action permitted by law for any violation of these Terms of Use or any other policy or agreement between you and Wimza, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, notifying other Members of the termination of your Account and/or the violation of these Terms of Use, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Wimza Account in whole or in part. If we exercise our discretion under these Terms of Use to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site or your User Content, or receive assistance from Wimza support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, cancelled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Site services or Freelance Services cancelled or delayed as a result of Account termination. You may cancel your use of the Site and/or terminate your Account at any time. Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, including, but not limited to, any reviews.

GOVERNING LAW

The Terms of Use and the relationship between you and Wimza shall be governed in all respects by the laws of the State of Florida, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Wimza that is not subject to arbitration must be resolved by a court located in Miami-Dade County, Florida, or a United States District Court, Southern District of Florida, located in Miami, Florida, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida or the United States District Court, Southern District of Florida located in Miami, Florida, for the purpose of litigating all such claims or disputes. You hereby waive any and all jurisdictional and venue defenses otherwise available.

DISCLAIMERS

YOUR USE OF THE SITE, FREELANCE SERVICES, OR COLLECTIVE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT WIMZA DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO TASK MEMBERS AND CUSTOMER MEMBERS. THE SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WIMZA AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS SITE OR THE FREELANCE SERVICES OFFERED ON OR THROUGH THIS SITE; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. WIMZA MAKES NO WARRANTY THAT THE SITE OR FREELANCE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WIMZA ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE. WIMZA SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WIMZA OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER MEMBERS, TASK MEMBERS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT WIMZA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR TO REVIEW OR VET ANY FREELANCE SERVICES. WIMZA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE FREELANCE SERVICES. WIMZA EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING FREELANCE SERVICES OR REQUESTING OR RECEIVING FREELANCE SERVICES THROUGH THE SITE, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF WIMZA OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER WIMZA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WIMZA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE; (E) THE USE OF OR INABILITY TO USE THE SITE, FREELANCE SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE; OR (G) YOUR OFFERING OR PROVIDING FREELANCE SERVICES OR REQUESTING OR RECEIVING FREELANCE SERVICES THROUGH THE SITE.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF WIMZA AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS OF USE, SITE, FREELANCE SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE SITE OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY FREELANCE SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO WIMZA BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold Wimza and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms of Use; (b) your User Content; (c) your interaction with any Member or user; and (d) the request or receipt or offer or provision of Freelance Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Freelance Services.

Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold Wimza and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms of Use.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

GENERAL

Force Majeure: Other than payment obligations, neither Wimza nor you shall be liable to the other for any delay or failure in performance under the Terms of Use arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use.

Contacting You and E-SIGN Consent: You agree that Wimza may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Site. With your consent, Wimza, Customer Members, Task Members, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Wimza, Customer Members, Task Members, or other individuals you also consent to the use of an electronic record to document your agreement.

Entire Agreement: These Terms of Use, together with the Privacy Policy and any other legal notices or additional Terms of Use and conditions or policies published by Wimza on the Site, shall constitute the entire agreement between you and Wimza concerning the Site or Freelance Services obtained through the Site. Except as explicitly stated herein, if any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

Waiver: No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Wimza's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Site or the Freelance Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.

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