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Effective: August 25, 2009
Replaces the Agreement posted: March 20, 2009
This is the Member Terms and Conditions (the "Agreement") for COWORKERS.COM, a World Wide Web site operated by Coworkers.com, Inc. ("COWORKERS.COM"), a Delaware (USA) corporation. This Agreement sets forth the terms and conditions that govern your use, as a registered member (a "Member") of all of COWORKERS.COM's Member Services (the "Services") at the COWORKERS.COM web site (the "Site"). If you have any questions in general concerning this Agreement, please send a message with your questions to COWORKERS.COM via http://www.coworkers.com/contact.action. This Agreement, and any other agreements incorporated herein by reference, constitute the entire agreement between you and COWORKERS.COM and supersede any prior agreements between you and COWORKERS.COM related to your use of the Site. If you do not agree to the terms and conditions described in this Agreement, do not complete the registration process; you will not register as a Member and you will not be able to use our Services.
As used in this Agreement, the term "Member" refers to the individual that enters into this Agreement and, where appropriate, the entity represented by such individual. The term "Visitor" refers to an individual who uses the Site but has not registered as a Member. The term "User" refers to an individual who is either a Member or a Visitor.
COWORKERS.COM provides a web site located on the Internet at http://www.coworkers.com that allows Members to access and use our Services for interacting with coworkers and others with whom they may share work-related interests or experiences. Once registered, Members may access the Services.
By completing the registration form found on the Site, and selecting the "I have read and agree to the Member Agreement" checkbox, you agree to and accept the terms and conditions of this Agreement. Please print a copy of this Agreement for your records. To become a Member, you must register as such by entering a valid email address and a password.
COWORKERS.COM may amend its Member Agreements, and all agreements referred to by this Member Agreement, by providing no less than 30 days' notice to its Members of any such changes and by posting the amended Member Agreement on the Site, with the effective date of any such amendment conspicuously stated. A Member's continued use of the Site after the effective date of any such amendment shall constitute the Member's acceptance of such changes. Modifications to the Member Agreements shall be preceded by a Notice of Modification posted on the Site at least thirty days in advance of such modification taking effect stating the effective date of the modification and describing the modification. Without limiting the generality or effect of the foregoing, COWORKERS.COM may also add, delete or modify some or all of its services at any time in its sole discretion, subject to providing appropriate notice.
COWORKERS.COM PROVIDES THE SITE AND THESE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. MEMBER AGREES THAT USE OF THE SITE AND SERVICES ARE AT MEMBER'S SOLE RISK. COWORKERS.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE AND (IV) AS TO THE ACCURACY OF POSTINGS AND REVIEWS MADE ON THE SITE BY OR ON BEHALF Of ITS MEMBERS.
COWORKERS.COM MAKES NO REPRESENTATION AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY MEMBER POSTING.
AS A MEMBER, YOU AGREE TO THE FOLLOWING:
A) That the person completing this Agreement is 18 years old or older.
B) That, when appropriate, the person completing this Agreement has appropriate authority to bind the Company or other entity he / she represents.
C) That all Member Information provided in the Registration form is accurate and complete. If such information should change during the term of this Agreement, Member shall update such information within 30 days of such change, otherwise this Membership is subject to cancellation by COWORKERS.COM.
D) That you shall not provide access to the Site and Member Services to any other person or entity by disclosing your Password to a third party.
E) That you shall not tamper in any way with the software or functionality of the Site. Without limiting the foregoing, Member agrees not to put any material into the Site or Services which contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
F) That you shall not disclose confidential information, such as Password, even within Member's own organization, except on a need-to-know basis.
G) That you shall not invade another person's privacy, regardless of whether or not such person is a Member. This includes, but is not limited to, the breach or attempted breach of the security of another Member's computer, software or data without the knowledge and express consent of such Member.
H) That you shall not impersonate the identity of an individual other than Member's true identity.
I) That you shall not use or distribute on the Site tools or software designed to compromise privacy or security.
J) That you shall not post any information on site that is knowingly false, misrepresentative or fraudulent with the intent to cause harm to another party, or in any way violates any provision of this or any other Member Agreement, including but not limited to our Terms of Use and Privacy Policy.
K) That you shall not create artificial accounts, or take any action that shall artificially affect the ratings or reviews of a person on the Site.
Member is solely responsible for reviews, comments, ratings, documents, images, or any other content ("Member Content") that it posts on the Site or stores in the Site's databases through our Services. COWORKERS.COM does not endorse or verify the truth or accuracy of any information posted on the Site by Members. Member agrees that COWORKERS.COM has no obligation to monitor the content on the Site, the Services, or links to other web sites, and expressly disclaims any responsibility of COWORKERS.COM to filter any such content. However, COWORKERS.COM may delete any Member Content in its sole discretion if COWORKERS.COM believes such content is improper to post on the Site.
Member Content posted on the Site or stored in the Site's databases by the Member (a) must not be false, inaccurate or misleading; (b) must not be fraudulent or involve the sale of stolen items; (c) must not infringe any third party's rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (d) must not violate any applicable law, statute, rule or regulation; (e) must not be obscene, indecent or contain pornography; (f) must not be defamatory, trade libelous, threatening or harassing; and (g) must not link directly or indirectly to items that qualify under (a) through (f) in this Section 5.
COWORKERS.COM provides its Services to enable its Members to generate honest feedback about other persons and events. When used properly our Services provide a valuable evaluation tool. However, we are aware that our Services, like any tool, can be misused. Without limiting the definition of "misuse", we consider any of the following Member activities to be misuse:
If you believe that a User has engaged in misuse of the Services, you can notify COWORKERS.COM about the suspected misuse, by sending us a message via http://www.coworkers.com/contact.action. We will review the alleged misuse, and, if in our opinion we agree that a User has posted unsuitable content, we will remove the improper material.
COWORKERS.COM reserves the right to delete any Member Content for any reason or no reason whatsoever. By agreeing to use the Services, you provide your consent to permit COWORKERS.COM to make any deletions whatsoever to your Member Content, in the sole discretion of COWORKERS.COM.
Either COWORKERS.COM or Member may immediately terminate this Agreement if the other party is in default, by providing notice to the other party either in writing or via email. This agreement may be terminated by either party with 30 days notice to the other party if the other party is not in default. Member acknowledges that COWORKERS.COM may terminate this Agreement, without prior notice to Member, if COWORKERS.COM, in its sole discretion, believes that Member has violated any provision of the Member Agreements, including but not limited to posting any content on the Site in violation of the terms of this Agreement.
Any controversy or claim arising out of or relating to this Agreement or COWORKERS.COM's services shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the Commonwealth of Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or COWORKERS.COM may seek any interim or preliminary relief from a court of competent jurisdiction in Middlesex County, Commonwealth of Massachusetts necessary to protect the rights or property of you or COWORKERS.COM pending the completion of arbitration. Member hereby agrees to submit to the jurisdiction of the American Arbitration Association in Boston, Massachusetts and/or the jurisdiction of the courts in Middlesex County, Massachusetts for the purpose of resolving any such controversy.
As a condition of using the Site or Services, and in consideration of the services provided by COWORKERS.COM, Member agrees that neither COWORKERS.COM, nor any affiliate, officer, director, shareholder, agent or employee of COWORKERS.COM, will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs resulting directly or indirectly from, or otherwise arising in connection with:
A) the use of the Site or Services by the Member, including but not limited to damages resulting from or arising from Member's reliance on the Services, or reliance on the content of Member Content;
B) the posting of Member Content on the Site by you or any other Member;
C) the deletion of any Member Content; and
D) the termination of Member's account by COWORKERS.COM.
In no event, shall the liability of COWORKERS.COM to Member under this Agreement exceed the fees received by COWORKERS.COM from Member.
All Members agree that in the event a dispute arises between or among Users pertaining to our Services or any User-generated content, COWORKERS.COM shall have no liability in such dispute and shall not be impleaded in such a suit. You hereby waive any claim you may have against COWORKERS.COM with respect to content posted by any third party including other Users.
Without limiting the generality or effect of other provisions of this Agreement, as a condition of Members, each Member agrees to indemnify, hold harmless, and defend COWORKERS.COM, and each of its respective affiliates, subcontractors, agents, and employees, against all third party claims, liabilities and damages incurred or allegedly incurred by COWORKERS.COM arising out of such Member's engagement in activities related to the Site, but excluding such damages arising out of COWORKERS.COM's gross negligence or willful misconduct.
The following documents are incorporated in this Agreement by reference:
The Site's Privacy Policy is available online at http://www.coworkers.com/privacy.action. COWORKERS.COM may amend the Privacy Policy from time to time and the amendments are effective as stated in the Amendment.
The Site's Terms of Use is available online at http://www.coworkers.com/terms.action. All amendments and other notices posted therein shall be deemed to be incorporated in this Agreement.
COWORKERS.COM's Fee Schedule for the use of its Services is available online at http://www.coworkers.com/pay.action. COWORKERS.COM may amend the Fee Schedule from time to time and the amendments are effective as stated in the Amendment.
As a Member, you are permitted to post content to the Site anonymously. Even with an anonymous posting, our records do contain certain data, such as you IP address or MAC address, which could lead to the disclosure of your identity. We call such data "Indirect Identifiable Data." We will not make such Indirect Identifiable Data available to any third party in the normal course of business. However you should be aware, that under certain exceptional circumstances, for example if ordered by a court of law, we may be required to disclose such Indirect Identifiable Data to third parties.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only. A party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between Member and COWORKERS.COM nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement that shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by Member without prior written permission from COWORKERS.COM.
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