Terms of Service and Use
Last updated: 11/14/2018
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY.
This Agreement constitutes a legal agreement between you (“you” or “User”) and Grindstock Ltd. (“Grindstock” or “platform”). This Agreement governs your use of our services and platform that facilitates communications between Users offered through our website located at www.Grindstock.com, as it may be modified, relocated and/or redirected from time to time (the “Site”), and the mobile applications (IOS & Android) offered by us (the “Apps”). Our services, platform, Site and Apps are collectively referred to as the “Grindstock platform”.
By accessing, using or registering with the Grindstock platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms of services of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Grindstock platform. GRINDSTOCKS acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.
By using the Grindstock platform, you represent and warrant that: (i) you are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms of services of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. To the extent permitted and except where prohibited by applicable law, these Terms of Service include:
- Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit an informal dispute resolution process for at least 30 days prior to the initiation of any claim
- Your agreement that no claims can be adjudicated on a class basis
- Your agreement that the Grindstock platform is provided “as is” and without warranty
- Your agreement that the Grindstock platform is solely a communications platform providing a method for Grinder services to be booked, that all Grinder services are performed by third parties, and that Grindstock has no liability for any Grinder services or any acts or omissions of third parties.• Your agreement to release Grindstock from liability based on claims relating to Grinder services
- Your agreement to indemnify Grindstock from claims due to your use, misuse or inability to use the Grindstock platform, the Grinder services, your violation of this Agreement, applicable laws or third party rights, and/or content or information submitted from your account to the Grindstock platform
- Your consent to any modifications or amendments to this Agreement.
1. Grindstock connects Uses (Users &Grinders)
a.The Grindstock platform is solely a venue for communications. The Grindstock platform is a communications platform for enabling the connection between individuals seeking to obtain services (“Users”) and/or individuals seeking to provide services (“Grinders”). Users and Grinders together are referred to as “Members”. Those certain services requested by the Users, which are to be completed by the Grinders, are hereinafter referred to as “Grinder services” or a “grind”. Grindstock does not itself provide Grinder services. The provision of all Grinder services is up to the Grinders, which may be scheduled through use of the Grindstock platform.
b.GRINDERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF GRINDSTOCK LTD. GRINDSTOCK DOES NOT PERFORM TASKS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM TASKS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A GRINDER’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE TASKS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
c.Background Checks. GRINDSTOCK may check the backgrounds of Grinders via third party background check services to the extent permitted by applicable law. However, each Member should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. BY USING THE GRINDSTOCK PLATFORM, THE USER AGREES TO HOLD GRINDSTOCK FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE GRINDER SERVICES. GRINDSTOCK IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER INCLUDING GRINDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROFESSIONAL SERVICES.
d.The Grindstock Platform is not an employment agency service or business and Grindstock Ltd. is not an employer of any User. As such, Grindstock is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, Canada Pension Plan, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a Member’s use of the Grindstock’s Platform.
2. Personal Information; Member’s Accounts.
a.Collection of your personal information. Some of the materials available on the Grindstock Platform may require prior registration to access. If you decide to access such materials, you will be required to register. We may refuse to grant you, and you may not use, a user name, email address or screen name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion.
c. Account, Password and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the Grindstock Platform. You are solely and fully responsible for all activities that occur under your password or account, except that Grindstock may, in certain circumstances, access your account to make changes that you request. Grindstock has no control over the use of any Member’s account by the Member or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account, or you suspect any other breach of security, you must contact us immediately at [email protected]. Nothing in this section shall affect Grindstock’s rights to limit or terminate the use of the Grindstock Platform.
d.Proof of Identity. You will provide us with such proof of identity as we may reasonably request from time to time.
e.Emails. Grindstock may send you confirmation and other transactional emails regarding the Grinder services. Grindstock may also send you emails about services that we think might interest you (“Promotional Emails”). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
3.Conditions & Exclusions
If you carry insurance that would cover you in the event of a claim, such as renter’s insurance, homeowner’s insurance, automobile insurance or an umbrella policy (“Personal Insurance”), You agree that your Personal Insurance is primary and Grindstock is not responsible for compensating losses caused by another member of the Grindstock Platform. The Grindstock Platform is not responsible for the following:
- Losses arising out of acts of nature, including, but not limited to, pollution, earthquakes and weather-related events such as hurricanes and tornadoes
- Losses arising out of interruption of business, loss of market, loss of income and/or loss of use
- Losses for property damage and theft
- Losses arising from negligence of a Requester or third party
- Losses arising from a manufacturer’s or a product’s defects
- Losses from pre-existing damages or conditions of the item or property
- Losses arising from items supplied by the user or due to User recommendations
- Losses arising from flooding and/or water damage including mold, fungi or bacteria
- Losses arising from products containing hazardous or harmful materials, acts of terrorism, product liability, or pollution
- Losses of cash, third party gift cards and securities
- Losses as a result of theft of property intentional wrongful act by a Grinder
- Losses arising from normal wear and tear
- Losses for items that retain their functionality
- Losses based on sentimental and/or undocumented intangible value
- Losses related to repairs outside of the area where the Grinder services were performed
- Losses of pets, personal liability or damage to shared or common areas
- Losses arising from shipping costs and/or shipping of replacement items and/or taxes incurred in purchasing the original and/or replacement items
- Losses of theft
Users must comply with all applicable laws, the Grindstock terms of service and all posted rules. Here is a partial list of goods, services, and content prohibited on Grindstock:
- Weapons; firearms/guns and components; BB/pellet, stun, and spear guns; etc.
- ammunition, clips, cartridges, reloading materials, gunpowder, fireworks, explosives
- Offers, solicitation, or facilitation of illegal prostitution and/or sex trafficking
- Exploitation or endangerment of minors; child pornography
- Hazardous materials; body parts/fluids; unsanitized bedding/clothing
- Prescription drugs, medical devices; controlled substances and related items
- Alcohol or tobacco; unpackaged or adulterated food or cosmetics
- Pet sales (re-homing with small adoption fee ok), animal parts, stud service
- Endangered, imperiled and/or protected species and any parts thereof, e.g. ivory
- False, misleading, deceptive, or fraudulent content; bait and switch; keyword spam
- Offensive, obscene, defamatory, threatening, or malicious postings or email
- Anyone’s personal, identifying, confidential or proprietary information
- Food stamps, WIC vouchers, SNAP or WIC goods, governmental assistance
- Stolen property, property with serial number removed/altered, burglary tools, etc.
- ID cards, licenses, police insignia, government documents, birth certificates, etc.
- US military items not demilitarized in accord with Defense Department policy
- Counterfeit, replica, or pirated items; tickets or gift cards that restrict transfer
- Lottery or raffle tickets, sweepstakes entries, slot machines, gambling items
- Spam; miscategorized, over posted, cross-posted, or nonlocal content
- Postings or email the primary purpose of which is to drive traffic to a website
- Postings or email offering, promoting, or linking to unsolicited products or services
- Affiliate marketing; network, or multi-level marketing; pyramid schemes
- Any good, service, or content that violates the law or legal rights of others
- Sharing any type of links to other websites when creating a grind
- No advertising
Please don’t use Grindstock for these purposes, and report anyone else you see doing so. Let’s keep the Grindstock Platform safe and clean, Thank you
Avoiding Scams and Safety Issues
- Deal locally, face-to-face —follow this one rule and avoid 99% of scam attempts.
- Do not extend payment to anyone you have not met in person.
- Beware offers involving shipping – deal with locals you can meet in person.
- Never wire funds (e.g. Western Union) – anyone who asks you to is a scammer.
- Don’t accept cashier/certified checks or money orders – banks cash fakes, then hold you responsible.
- Transactions are between users only; no third party provides a “guarantee”.
- Never give out financial info (bank account, social security, PayPal account, etc.).
- Do not rent or purchase sight-unseen—that amazing “deal” may not exist.
- Refuse background/credit checks until you have met landlord/employer in person.
- When meeting someone for the first time, please remember to:
- Insist on a public meeting place like a cafe, bank, or shopping center.
- Insist the user to send some sort of verification through the chat (photo with name and date)
- Do not meet in a secluded place or invite strangers into your home.
- Tell a friend or family member where you’re going.
- Take your cell phone along if you have one.
- Consider having a friend accompany you.
- Trust your instincts.
- If you feel unsafe after or during a job, make sure you contact your local police station and report the member to Grindstock moderators, so we can take proper precautions for the overall safety of the Grindstock Community.
Taking these simple precautions helps make Grindstock safer for everyone.
4. Terms and Termination
Termination by Grindstock. To the extent permitted by applicable law, we may terminate this Agreement or terminate or suspend your right to use the Grindstock Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the Grindstock Platform, or if we otherwise find that you have engaged in inappropriate and/or offensive behavior (collectively, “Prohibited Conduct”)) by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend your right to use the Grindstock Platform due to any Prohibited Conduct.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name or email address, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, Grindstock may delete the account and all the information in it. You have no ownership rights to your account.
Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the Grindstock platform and by closing any account you have opened on the Grindstock Platform.
5. Links to and Plug-Ins from Other Web Sites or Media.
6. Submission Areas.
The Grindstock Platform may contain blogs, message boards, applications, opportunities to provide reviews, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities that allow Members to communicate with other Members and with Grindstock (collectively communication areas). Some communication areas within the Grindstock Platform will be public, and Grindstock will not be responsible for any information or materials posted in such public areas. Grindstock may, in its discretion, publicly post messages or text you submit to a non-public area of the Grindstock platform. You may only use such communication areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this agreement. “Your Information” is defined as any information and materials you provide to us or other Members in connection with your registration for and use of the Grindstock Platform, including without limitation, information and materials that are posted or transmitted for use in communication areas.
You are solely responsible for Your Information, and we are merely a passive conduit for your online distribution and publication of your information. You hereby represent and warrant that your information:
Will comply at all times with this agreement, below, and will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of your information that is posted to community areas from or through your account on the Grindstock platform, including but not limited to all images, videos, musical works and text included in such postings. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Grindstock Platform. We reserve the right to remove postings from Community Areas in our sole discretion.
7. Rules for Use of the Grindstock Platform.
During the term of this agreement, User may use the Grindstock platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). users may use the Grindstock platform to communicate and offer a deal to Grinder services solely with respect to a location where the User is legally authorized to have Grinder services performed. User may not use the Grindstock platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. User agree that an order for Grinder services is an offer, which is only accepted when the User receives a confirmation of the deal.
- User agree to treat Grinders courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Grinder to enable them to supply Grinder services. User agree to communicate any complaints to us and not to the Grinder. User agree to comply with our complaint and other policies designated on the site. User acknowledge that their selected Grinder may be unavailable. Grinders agree to provide Grinder services in accordance with all applicable laws and regulations within the service agreement. You shall NOT use the Grindstock Platform (including but not limited to any communication areas) to do any of the following:
- Upload files that contain viruses, trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer.
- Upload files that contain software or other material that violate the intellectual property rights or rights of privacy or publicity of any third party.
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other members.
- Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
- Use the Grindstock Platform or any Grinder Service for any purpose or in any manner that is in violation of local, state, provincial, national, or international law.
- Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
- Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the Grindstock Platform. You may not solicit, advertise for, or contact in any form Members for employment, contracting, or any other purpose not related to Grinder services facilitated through the Grindstock platform without express written permission from us.
- Use the Grindstock Platform to collect or harvest usernames and/or email addresses of members by electronic or other means without our express prior written consent.
- Conduct, send or forward e-mail or other electronic communications, including promotions, advertising of products or services, surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
- Post the same note repeatedly (referred to as ‘spamming’). Spamming is strictly prohibited.
- Download any file posted by another Member that you know, or reasonably should know, cannot be legally distributed through the Grindstock Platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Restrict or inhibit any other Memberfrom using and enjoying the Grindstock Platform.
- Imply or state that any statements you make are endorsed by us, without our prior written consent.
- Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Grindstock platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Grindstock Platform in any manner, or attempt to do any of the foregoing.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of majority, in an abusive, violent or sexual manner.
- Register to use the Grindstock Platform under different usernames or identities, after your account has been suspended or terminated.
- Mirror or archive any part of the Grindstock Platform or any content or material contained on the Grindstock Platform without Grindstock’s written permission.
- Alter transmission data without Grindstock consent.
8.Special Promotions; Gift Cards and Vouchers.
Changes to Promotions. We may from time to time provide certain promotional opportunities to Requesters. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.
9. Intellectual Property Rights.
The Grindstock platform, and the information, data, content and materials, which it contains (“Grindstock Materials”), are the property of Grindstock and/or its affiliates and licensors, excluding Member-generated content, which Grindstock has a right to use as described below. The Grindstock Materials are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws. Grindstock and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Grindstock Materials. Any use of Grindstock Materials, other than as expressly permitted herein, is prohibited without the prior permission of Grindstock and/or the relevant right holder. The service marks and trademarks of Grindstock, including without limitation Grindstock.com and the Grindstock logo are service marks owned by Grindstock or its licensors. Any other trademarks, service marks, logos and/or trade names appearing on the Grindstock platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Grindstock platform without the express prior written consent of the owner.
10. Copyright Complaints and Copyright Agent.
Grindstock respects the intellectual property of others and expects Members to do the same. Grindstock will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Grindstock platform infringe upon that person’s or entity’s copyright or other intellectual property right (such person or entity, a “Complainant”) and sends to Grindstock a properly submitted copyright notice as indicated below, Grindstock will investigate, and if it determines, in its discretion, that the material is infringing, Grindstock will remove the content and may terminate the access of the Member who posted such content to the Grindstock platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:
(i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included.
(ii) A statement specifically identifying the location of the infringing material, with enough detail that Grindstock may find it on the Grindstock platform.
(iii) The complete name, address, telephone number and e-mail address of Complainant.
(iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.
(v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed
(vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.
11. The App / Mobile Devices
a.The Grindstock platform may allow you to access our services, download our Apps, upload content to the Grindstock platform, and receive messages on your mobile device (collectively “Mobile Features”). Your mobile device carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in mobile features. We have no responsibility or liability for any fees or charges you incur when using the mobile features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues.
b.You acknowledge that your use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android).
c. Grindstock is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Grindstock reserves the right to terminate the use of the Apps or any other aspect of the Grindstock platform should you be using the Apps or the Grindstock platform with an incompatible or unauthorized device.
12. Modifications to the Grindstock platform.
We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Grindstock platform or any content or information on the Grindstock platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Grindstock platform.
The term “Confidential Information” shall mean any and all of Grindstock and its licensors’ trade secrets, confidential and proprietary information, personal information and all other information and data of Grindstock that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The Grindstock platform contains secured components that are accessible only to those who have been granted a user name and password by Grindstock. Information contained within the secure components of the Grindstock platform is confidential and proprietary. You acknowledge that confidential information (as hereinafter defined) is a valuable, special and unique asset of Grindstock and agree that you will not use confidential information other than as necessary for you to make use of the Grindstock platform as expressly permitted by this agreement and only during the term of this agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any confidential information for any purpose. You shall promptly notify Grindstock in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of confidential information. You shall implement reasonable technical, physical and administrative safeguards to protect confidential information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing confidential information to Grindstock upon termination of this agreement for any reason whatsoever.
USE OF THE Grindstock platform IS ENTIRELY AT YOUR OWN RISK.
NO LIABILITY. YOU AGREE NOT TO HOLD Grindstock, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, “MEMBERS”) LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE Grindstock platform, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY MEMBER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY Grindstock OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL Grindstock OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE Grindstock platform OR ANY SERVICES, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. Grindstock AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE Grindstock platform, THE PROFESSIONAL SERVICES OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Grindstock OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL OF $1000 (ONE THOUSAND DOLLARS CANADIAN)
RELEASE. Grindstock AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN MEMBERS OF THE Grindstock PLATFORM. THE Grindstock PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE Grindstock platform CONNECTS A MEMBER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING MERCHANDISE HEREUNDER, Grindstock WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE Grindstock FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. BECAUSE Grindstock IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY PROFESSIONAL SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE MEMBERS, YOU RELEASE Grindstock AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
ADDITIONAL DISCLAIMER. THE QUALITY OF THE PROFESSIONAL SERVICES SCHEDULED OR REQUESTED THROUGH THE USE OF THE Grindstock platform IS ENTIRELY THE RESPONSIBILITY OF THE GRINDER WHO ULTIMATELY PROVIDES SUCH PROFESSIONAL SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE Grindstock platform, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE Grindstock platform, AND SUCH PROFESSIONALS, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE Grindstock PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
BY USING THE Grindstock PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE Grindstock platform.
YOU ACCEPT THAT, AS A CORPORATION Grindstock HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST Grindstock OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE Grindstock OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS Grindstock.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
You hereby agree to indemnify, defend, and hold harmless Grindstock, its licensors, and each such party’s directors, officers, parent organizations, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys’ fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Grindstock platform and/or any Grinder service, (ii) your violation of this agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Grinders), and (v) Your Information and content that you submit or transmit through the Grindstock Platform. Grindstock reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Grindstock.
16. Mutual Arbitration Agreement.
a. Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Grindstock, including without limitation any dispute or claim related to or arising out of this agreement (“Dispute”), you and Grindstock may attempt to negotiate any dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to Grindstock. Grindstock address for such notices is: [email protected] and/or by mail to Grindstock, ltd., Attn: Legal, 200 – 835 Granville Street, Vancouver BC V6Z 1K7, Canada.
b.Arbitration. If a Dispute is not resolved through informal negotiations, you and Grindstock agree to resolve any and all disputes (except those disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). The arbitration shall be administered by the British Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its applicable rules. The place of arbitration shall be Vancouver, British Columbia, Canada. You and Grindstock agree that neither party will appeal any arbitration decision to any court. Each party will pay the fees for his/her or its own legal counsel, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, provincial, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described in Section d below.
c.Excluded Disputes. You and Grindstock agree that the following disputes are excluded from this arbitration agreement: (1) any dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable law expressly states cannot be arbitrated; and (4) any claim for injunctive relief.
d.WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. To fullest extent permitted by applicable law, You and Grindstock agree to bring any dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this arbitration agreement, the interpretation, applicability, enforceability or formation of the class action waiver may only be determined by a court and not an arbitrator.
e. Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a dispute covered by this arbitration agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.
f. Severability. You and Grindstock agree that if any portion of this section entitled “Mutual Arbitration Agreement” is found illegal or unenforceable, that portion will be severed, and the remainder will be given full force and effect.
17. Governing Law; Jurisdiction.
Except where required otherwise by law, this Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia, Canada.
This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This agreement shall inure to the benefit of permitted successors and assigns.
19. General Provisions.
No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this agreement. A failure by us to enforce any provision(s) of this agreement will not be construed as a waiver of any provision or right. This agreement constitutes the entire agreement between you and Grindstock with respect to its subject matter. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any dispute, claim or cause of action arising out of or related to this agreement must be filed within one (1) year after such dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to Grindstock. Grindstock address for such notices is: [email protected] and/or by mail to Grindstock ltd., Attn: Legal, 200 – 835 Granville Street, Vancouver BC V6Z 1K7, Canada.
20. Changes to this Agreement.
We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms of service of this agreement at any time, effective with or without prior notice. If any future changes to this agreement are unacceptable to you or cause you to no longer be in compliance with this agreement, you must terminate, and immediately stop using, the Grindstock platform. Your continued use of the Grindstock Platform following any revision to this agreement constitutes your complete and irrevocable acceptance of any and all such changes.
These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
22. Contact Information.
If you have any questions regarding this Agreement, please contact us at [email protected].
23. Billing and Payment
Members of Grindstock contract Grinds directly with other Users. Company will not be a party to any contracts for Grinds or services. Payment for the Grinds or services is made directly from the User to the Grinder via the discussed payment method in the Grind description (chosen when creating the grind), and not by Company. Company is not obligated to pay Grinders for Client’s failure to pay for services. So please use common sense when negotiating about payment options.