Unit of Work, Inc. Terms of Use

Version 1
Effective Date: December 2, 2019
Last Updated Date: December 2, 2019

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND UNIT OF WORK.

Unit of Work, Inc. (“Unit of Work” or “we” or “us”) operates a website (the “Site”), a web application and cloud application programing interface (API) (collectively, “Platform”) and a mobile application (“Application”) that is a technology solution for users.  The Site, Platform and Application provide a platform for users to share information about their workplace with their coworkers, make suggestions to improve their workplace, and gauge their coworkers’ interest in organizing a bargaining unit for purposes of negotiating with their employers (“Services,” together with the Site, the Platform and the Application, collectively, the “System”).  These Terms of Use govern your (for the purposes of this Terms of Use you will be referred to as “you” or “User”) use of and access to the System.

By completing the registration process and/or accessing any component of the System (including without limitation the Site) or downloading Unit of Work’s Platform or Application, you represent that (1) you meet any eligibility requirements described during registration; (2) you have read, understand, and agree to be bound by the Terms of Use; (3) you are of legal age to form a binding contract with Unit of Work; and (4) you have the authority to enter into the Terms of Use personally or on behalf of the company you have named as the user, and to bind that company to the Terms of Use.  If you do not agree to be bound by the Terms of Use, you may not access or use the System. Moreover, if you submit untrue information to us, for example to unlawfully gain information about employees who report to you or work for an employer that you manage or own, you may incur civil and/or criminal liability under U.S. labor laws.

The information provided THROUGH THE SYSTEM is not intended as a substitute for professional LEGAL advice. YOU ARE FREE AT ANY TIME TO SEEK THE ADVICE OF AN ATTORNEY IN ORGANIZING YOUR WORKPLACE, AND WE CAN PROVIDE REFERRALS FOR ATTORNEYS WHO CAN HELP YOU IN THAT REGARD.

SECTION 12 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 12 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT. 

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by US in OUR sole discretion at any time.  When changes are made, Unit of Work will notify you of any changes to the Terms of Use by posting the new Terms of Use here (https://unitworkers.com/terms) and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site or within the Application.  We will also update the “Last Updated” date at the top of the Terms of Use.  Unit of Work may require you to provide consent to the updated Terms in a specified manner before further use of the Site, the Platform, the Application and/or Service is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Site, the Platform, the Application and/or the Services.  Otherwise, your continued use of the Site, the Platform, the Application and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

1.       Use of the Services and Unit of Work Properties.  The Site, the Platform, the Application, the Services, and the information and content available on the Site and in the Application, the Platform and the Services (as these terms are defined herein) (collectively, the “Unit of Work Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, Unit of Work grants you a limited license to reproduce portions of Unit of Work Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Unit of Work in a separate license, your right to use any Unit of Work Properties is subject to the Terms.

1.1      Application License.  Subject to your compliance with the Terms, Unit of Work grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.  Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Use.

1.2     Unit of Work Software.  Certain software (the “Software”) is embedded in the Unit of Work Platform and Application. At no time will Unit of Work provide you with a tangible copy of our Software.  Any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis.  Subject to your compliance with the Terms, Unit of Work grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the System in the manner permitted by the Terms.

1.3     Updates.  You understand that Unit of Work Properties are evolving.  As a result, Unit of Work may require you to accept updates to Unit of Work Properties that you have installed on your computer or mobile device.  You acknowledge and agree that Unit of Work may update Unit of Work Properties with or without notifying you.  You may need to update third-party software from time to time in order to use Unit of Work Properties.

1.4     Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Unit of Work Properties or any portion of Unit of Work Properties; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Unit of Work Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Unit of Work Properties; (d) you shall not access Unit of Work Properties in order to build a similar or competitive product or service; and (e) except as expressly stated herein, no part of Unit of Work Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update or other addition to Unit of Work Properties shall be subject to the Terms.  Unit of Work, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of Unit of Work Properties terminates the licenses granted by Unit of Work pursuant to the Terms.

2.      Registration.

2.1     Registering Your Account.  In order to access certain features of Unit of Work Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Site or has an account with the provider of the Application for the User’s mobile device (“Account”).

2.2     Registration Data.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are at least thirteen (13) years old (or such other minimum age of requirement as may be applicable in your jurisdiction) and not a person barred from using Unit of Work Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to notify Unit of Work immediately of any unauthorized use of your password or any other breach of security and exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Unit of Work has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Unit of Work has the right to suspend or terminate your Account and refuse any and all current or future use of Unit of Work Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account at any given time.  You agree not to create an Account or use Unit of Work Properties if you have been previously removed by Unit of Work, or if you have been previously banned from any Unit of Work Properties.

2.3     Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Unit of Work.

2.4     Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to Unit of Work Properties, including but not limited to, a computer or mobile device that is suitable to connect with and use Unit of Work Properties.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Unit of Work Properties.

3.      Ownership.

3.1     Unit of Work Properties.  You agree that Unit of Work, its licensors and suppliers own all rights, title and interest in Unit of Work Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services, or Unit of Work Properties.

3.2     Trademarks. “Unit of Work” and other related graphics, logos, service marks and trade names used on or in connection with Unit of Work Properties or in connection with the Services are the trademarks of Unit of Work and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Unit of Work Properties are the property of their respective owners.

3.3     Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Unit of Work through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Unit of Work has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Unit of Work a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Unit of Work Properties.

3.4     Labor Communications. You agree that we may host your response surveys, questions to your coworkers, and other communications that you submit through the System for you and your coworkers to evaluate and improve your workplace, and in furtherance of labor organizing activities (the foregoing, “Labor Communications”). You represent and warrant that you have all rights necessary to submit the Labor Communications, and that your Labor Communications will not contain any false or defamatory statements. We will make commercially reasonable efforts to maintain the anonymity of your Labor Communications, but we may disclose your Labor Communications and identity if we believe in good faith that such disclosure is necessary (a) in connection with any legal investigation; (b) to comply with relevant laws or to respond to subpoenas or warrants served on Unit of Work; (c) to protect or defend the rights or property of Unit of Work or users of the Site or Services; and/or (d) to investigate or assist in preventing any violation or potential violation of the law, this Privacy Policy, or our Terms of Use.

4.      Application.

4.1     App Stores.  You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”).  You acknowledge that the Terms are between you and Unit of Work and not with the App Store.  Unit of Work, not the App Store, is solely responsible for Unit of Work Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with Unit of Work Properties, including the Application.  You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Unit of Work Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.

4.2     Accessing and Download the Application from the Apple App Store.  The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a)     You acknowledge and agree that (i) the Terms are concluded between you and Unit of Work only, and not Apple, and (ii) Unit of Work, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Use.

(b)      You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(c)     In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Unit of Work and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Unit of Work.

(d)      You and Unit of Work acknowledge that, as between Unit of Work  and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e)     You and Unit of Work acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Unit of Work and Apple, Unit of Work, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

(f)      You and Unit of Work acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(g)      Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

5.      Privacy.  By downloading, installing, and/or using the Unit of Work Properties, you acknowledge and agree that Unit of Work will collect, use, and disclose data relating to your use of the Unit of Work Properties in accordance with Unit of Work’s Privacy Policy available in the Application.

6.      Indemnification.  You agree to indemnify and hold Unit of Work , its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Unit of Work  Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, Unit of Work  Properties; (b) your violation of the Terms; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations.  Unit of Work reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Unit of Work in asserting any available defenses.  This provision does not require you to indemnify any of the Unit of Work Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Unit of Work Properties.

7.      Disclaimer of Warranties.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF UNIT OF WORK PROPERTIES IS AT YOUR SOLE RISK, AND UNIT OF WORK PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  UNIT OF WORK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SITE.  UNIT OF WORK MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UNIT OF WORK OR THROUGH UNIT OF WORK PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.  Unit of Work PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) Unit of Work Properties WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF Unit of Work Properties WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) INFORMATION MADE AVAILABLE THROUGH UNIT OF WORK PROPERTIES IS UP-TO-DATE, ACCURATE, OR RELIABLE; OR (4) ANY ERRORS IN Unit of Work Properties WILL BE CORRECTED.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

8.      Limitation of Liability.

8.1     Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL UNIT OF WORK PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH UNIT OF WORK PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT UNIT OF WORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF UNIT OF WORK PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE UNIT OF WORK PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH UNIT OF WORK PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON UNIT OF WORK PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO UNIT OF WORK PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF A UNIT OF WORK PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A UNIT OF WORK PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A UNIT OF WORK PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.2     Cap on Liability.  UNDER NO CIRCUMSTANCES WILL UNIT OF WORK PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS ($100.00).  THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF A UNIT OF WORK PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A UNIT OF WORK PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A UNIT OF WORK PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

8.3     Content.  EXCEPT FOR UNIT OF WORK’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE UNIT OF WORK’S PRIVACY POLICY, UNIT OF WORK ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT.

8.4     Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNIT OF WORK AND YOU.

9.      Remedies.  In the event that Unit of Work determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Unit of Work Properties, Unit of Work reserves the right to: (a) warn you via e-mail (to any e-mail address you have provided to Unit of Work) that you have violated the Terms; (b) discontinue your registration(s) with the any of Unit of Work Properties, including any Services or any Unit of Work community; and (c)) pursue any other action which Unit of Work deems to be appropriate.

10.     Term and Termination.

10.1      Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Unit of Work Properties, unless terminated earlier in accordance with the Terms.

10.2     Termination of Services by Unit of Work.   Unit of Work has the right to, immediately and without notice, suspend or terminate any Services provided to you, if you have materially breached any provision of the Terms, or if Unit of Work is required to do so by law (e.g., where the provision of the Site, the Platform, the Application, or the Services is, or becomes, unlawful). You agree that all terminations for cause will be made in Unit of Work’s sole discretion and that Unit of Work will not be liable to you or any third party for any termination of your Account.

10.3     Termination of Services by You.  If you want to terminate the Services provided by Unit of Work, you may do so by (a) notifying Unit of Work at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Unit of Work’s address set forth below.

10.4     Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information and files associated with or inside your Account (or any part thereof).  Upon termination of any Service, your right to use such Service will automatically terminate immediately. All provisions of the Terms which by their nature should survive, will survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

10.5     No Subsequent Registration.  If your registration(s) with or ability to access Unit of Work Properties is discontinued by Unit of Work, you agree that you will not attempt to re-register with or access Unit of Work Properties or any Unit of Work community through use of a different member name or otherwise.  In the event that you violate the immediately preceding sentence, Unit of Work reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

11.      International Users.  Unit of Work Properties can be accessed from countries around the world, but are currently intended for use only within certain jurisdictions of the United States of America.  These references do not imply that Unit of Work intends to announce such Unit of Work Properties in your country.  Unit of Work Properties are controlled and offered by Unit of Work from its facilities in the United States of America, for users located in the United States of America.  Those who access or use Unit of Work Properties from other countries do so at their own volition and are responsible for compliance with local law.

12.     Dispute Resolution.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Unit of Work and limits the manner in which you can seek relief from us.

12.1      Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site or to any aspect of your relationship with Unit of Work will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Unit of Work  may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH UNIT OF WORK, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST UNIT OF WORK ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE UNIT OF WORK IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.  YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

12.2     Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Harvard Business Services, with an address of 16192 Coastal Highway, Lewes, Delaware, 19958.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Unit of Work will pay them for you.  In addition, Unit of Work will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  Likewise, Unit of Work will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.   Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12.3     Authority of Arbitrator.  The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Unit of Work.   The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

12.4     Waiver of Jury Trial.  YOU AND UNIT OF WORK HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Unit of Work are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.   However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

12.5     Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 13.7.

12.6     30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Unit of Work, 288 Norfolk Street, Suite 3B, Cambridge, MA  02139, within 30 days after first becoming subject to this Arbitration Agreement, or by sending such written notice via email to arbitration@unitworkers.com. Your notice must include your name and address, your Unit of Work username (if any), the email address you used to set up your Unit of Work account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.7     Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

12.8     Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Unit of Work.

12.9     Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Unit of Work makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Unit of Work.

13.     General Provisions.

13.1      Electronic Communications.  The communications between you and Unit of Work use electronic means, whether you visit Unit of Work Properties or send Unit of Work e-mails, or whether Unit of Work posts notices on Unit of Work Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Unit of Work in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Unit of Work provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

13.2     Release.  You hereby release Unit of Work  Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Unit of Work Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Unit of Work  Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

13.3     Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Unit of Work’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

13.4     Force Majeure.  Unit of Work will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.5     Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Unit of Work Properties, please contact us at info@unitworkers.com. We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

13.6     Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Unit of Work agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of Massachusetts.

13.7     Governing Law and Jurisdiction.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the COMMONWEALTH of MASSACHUSETTS, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

13.8     Notice.  Where Unit of Work requires that you provide an e-mail address, you are responsible for providing Unit of Work with your most current e-mail address.  In the event that the last e-mail address you provided to Unit of Work is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Unit of Work’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Unit of Work at the following address: 288 Norfolk Street, Suite 3B, Cambridge, MA  02139.  Such notice will be deemed given when received by Unit of Work by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

13.9     Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.10      Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

13.11       Export Control.  You may not use, export, import, or transfer Unit of Work Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Unit of Work Properties, and any other applicable laws.  In particular, but without limitation, Unit of Work Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Unit of Work Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Unit of Work Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Unit of Work are subject to the export control laws and regulations of the United States.  You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Unit of Work products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

13.12      Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

13.13      Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

 

End of Terms