TERMS OF USE

Effective as of November 17, 2021

These Terms of Use (“Terms”) apply to your use of the website and mobile application (collectively, the “Services”) provided by the agency worX (“worX”, “we”, “our”, or “us”).

THESE TERMS SET FORTH LEGALLY BINDING TERMS THAT GOVERN YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH THE AGENCY WORX AND ARE ACCEPTING THE TERMS AND AGREE TO BE BOUND BY THE TERMS AND ALL ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE SERVICES.

Use of the Services. worX grants you a non-exclusive, personal, non-transferrable, limited license to use and access the Services in accordance with these Terms. worX reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that worX will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

Restrictions. You are prohibited from using the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) to attempt to gain unauthorized access to or impair any aspect of the Services, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Services in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Services, disassemble the Services, or otherwise attempt to derive the source code of the software that enables or underlies the Services, except as may be permitted by applicable law, to copy and redistribute or repost any job listings or other information without attribute to worX.

Services Content. The Services are provided to you as a convenience and for your information only. Your use of the Services is at your own risk. worX does not warrant or represent that: (i) any materials, documents, recommendations, images, graphics, logos, design, audio, video, and any other information provided from or on the Services (collectively, the “Services Content”) is accurate or complete; (ii) the Services Content is up-to-date or current; (iii) worX has any obligation to update any Services Content; (iv) the Services Content is free from technical inaccuracies or programming or typographical errors; (v) the Services Content is free from changes caused by a third party; (vi) your access to the Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Services is accurate or complete.

Account Creation. In order to use certain features of the Services, you will need to register for an account and provide certain information about yourself. You represent and warrant that: (i) all information you submit to worX is solely yours, truthful, and accurate; and (ii) you will maintain the accuracy of such information. worX shall have no liability associated with or arising from your failure to maintain accurate, complete, or up-to-date information within your account. We are not responsible for verifying your account information.

Account Confidentiality. You are solely responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. If you believe your password or login information has been lost, stolen, or will be misused, you must notify us immediately by using the contact information set forth at the end of these Terms. worX shall not be liable for any loss or damage arising from your failure to comply with these requirements.

Employment Test. As you use the Services, you have the option to participate in employment tests to help identify jobs that best match your strengths and qualifications. These employment tests are voluntary and you will not be prohibited from applying for any position for your refusal to participate. worX uses your test responses to create inferences on your characteristics, behavior, intelligence, abilities, and aptitudes to provide you with job recommendations and to match you with prospective employers. All job recommendations are general in nature and do not address the circumstances of any particular user of the Services and worX does not claim or represent that any particular job recommendation is suitable for you. Prospective employers will receive the results of your employment test for educational and/or personal purposes to assist in their employment decision, such as hiring. worX shall not be responsible or liable for any damages or loss, including any direct, incidental, special, or consequential damages, arising out of an employer’s employment determination based on the results of your employment test.

User Content. The Services may now or in the future permit you to upload or post to the Services or otherwise submit to us in various forms of content, such as reviews, ratings, feedback, questions, comments, and suggestions (collectively, “User Content”). We do not claim ownership in your User Content. However, by submitting any User Content, you hereby grant (and you represent and warrant that you have the right to grant) to worX an irrevocable, non-exclusive, royalty-free, and fully-paid license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content in any manner worX deems appropriate. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Content. You agree that you will not submit to worX any information or ideas that you consider to be confidential or proprietary. You further acknowledge that worX will be entitled to unrestricted use of the User Content for any purpose whatsoever, commercial or otherwise. You are solely responsible for your User Content and assume all risks associated with your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Content that personally identifies you or a third party. worX cannot guarantee any confidentiality with respect to any User Content. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person.

Disclaimers. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE AGENCY WORX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE AGENCY WORX MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE SUCCESSFUL, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. THE AGENCY WORX NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. THE SERVICES DO NOT GUARANTEE A SUCCESSFUL EMPLOYMENT OUTCOME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGENCY WORX BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF THE AGENCY WORX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM OR RELATES TO THESE TERMS AND THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY U.S. DOLLARS ($50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification. You agree indemnify, and hold harmless worX (and its employees, service providers, clients, officers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of applicable laws or regulations; (iv) your User Content; or (v) your willful misconduct, negligence, or fraud. worX reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of worX. worX will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Intellectual Property. The Services and Services Content are owned and controlled by worX. worX expressly reserves all of its intellectual property rights in and to the Services and Services Content. No portion of the Services or Services Content may be reproduced in any form or by any means, except as provided elsewhere in these Terms. worX is the owner of, or are otherwise permitted to the use, all trademarks, service marks, and logos used and displayed on the Services. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of worX’ trademarks, service marks, or copyrights without worX’s prior written permission. You may copy or print a single copy of any page from the Services for non-commercial purposes if you do not remove, modify or alter any copyright or proprietary rights notices that may be present. You may not otherwise: (i) remove or obscure any copyright, trademark, digital watermarks, proprietary legends or other proprietary notices from any portion of our Services; or (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Services or Services Content, except as expressly permitted by worX.

Mobile Application. You acknowledge that the availability of the worX mobile application is dependent on: (i) your computer, mobile device, Wi-Fi network, Bluetooth connection and other related equipment (“Equipment”); (ii) your Internet service provider (“ISP”); and (iii) your mobile device operator (“Operator”). You acknowledge that you are responsible for all fees charged by your ISP and Operator in connection with your use of the mobile application. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Operator.

App Store. You acknowledge and agree that the availability of the worX mobile application is dependent on the third-party platforms from which you download the mobile application (collectively, the “App Store”). You acknowledge that these Terms are between you and worX and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the mobile application from it. You agree to comply with such App Store terms and conditions, and your license to use the mobile application is conditioned upon your compliance with such App Store terms and conditions. To the extent that such other terms and conditions from such App Store are less restrictive than or otherwise conflict with the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

Errors, Inaccuracies, and Omissions. Occasionally the Services Content may contain typographical errors, inaccuracies or omissions. worX reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Services is inaccurate at any time without prior notice. worX undertakes no obligation to update, amend or clarify Services Content except as required by law.

Governing Law. These Terms and all matters arising out of or relating to the Services shall be governed by the laws of the United States and the State of Delaware, without giving effect to the conflict of law provisions thereof. All proceedings that may arise out of or in connection with the Services shall be brought solely in the appropriate state or federal courts in the State of New York.

Termination of the Services. The Terms will remain in full force and effect while you access and use the Services. We may suspend or terminate your right to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. worX will not have any liability whatsoever to you for any termination of your rights under these Terms.

Age Restrictions. You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms, and abide by and comply with these Terms.

Privacy. worX collects and uses personal information about you when you access and use the Services in accordance with its Privacy Policy.

Electronic Communications. By using the Services, you consent to receive electronic communications from worX unless you follow applicable opt-out procedures. worX will communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

Third-Party Links. The Services may include links content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of worX and worX is not responsible for the content of any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by worX. Use of any Third-Party Content is at your own risk.

Local Laws. worX makes no representation that the Services are appropriate or available for use in jurisdictions outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.

Export Restrictions. The Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Services, or any products utilizing such data, in violation of the United States export laws or regulations.

Miscellaneous. These Terms constitute the entire agreement between you and worX regarding the Services and Services Content. Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Changes To These Terms. worX may revise these Terms or the Services, or stop providing the Services at any time and without notice to you. worX encourages you to review these Terms frequently (the date of the most recent revision to these Terms appears at the end of these Terms). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Contact. If you have any questions about these Terms, please contact us at hello@theagencyworx.com