1.2 If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.3 Tara may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) fifteen (15) days after Tara provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
2.1 The “Service(s)” includes (i) the Site, (ii) The Tara software platform for hiring contractors and managing projects and (iii) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and Content made available through any of the foregoing (collectively referred to as the “Content”). The Services provided under this Agreement may be updated and enhanced by Tara from time to time as documented on the Site.
2.2 The Service is designed to connect customers (“Customers”) with third party contractors (“Contractors”) and manage projects and deliverables for Customers. You may be subject to additional terms, including payment terms if you are a Customer or Contractor. If you are a Contractor, you may be required to agree to our Contractor Terms prior to accepting a Project. The Customer Terms and Contractor Terms shall hereinafter be referred to as the “Additional Terms.” If there is any conflict between this TOS and the Additional Terms, the Additional Terms shall control.
3.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Tara. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Tara provides you or publishes in connection with the Service, and you shall promptly notify Tara if you learn of a security breach related to the Service.
3.2 Any software that may be made available by Tara in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Tara hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Tara for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Tara or any third party is granted to you in connection with the Service.
3.3 You are solely responsible for all data, information, feedback, suggestions, text, Content and other materials that you upload, post, deliver, provide or otherwise transmit or store (here- after “post(ing)”) in connection with or relating to the Service (“Your Content”). You agree to cooperate with and provide reasonable assistance to Tara in promoting and advertising the Services.
3.4 You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Tara reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Tara a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content solely to provide the Services. Tara has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Tara may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
3.5 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Tara’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Tara will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.6 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Tara’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
3.7 The failure of Tara to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Tara, even though it is electronic and is not physically signed by you and Tara, and it governs your use of the Service.
3.8 Subject to the terms hereof, Tara may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
4.1 Tara expects a consistent and high level of courtesy, respect and professionalism from all of its Customers and Contractors. Customers and Contractors agree to use good judgment when posting information, comments, or other Content regarding other Customers and Contractors, Tara or any third party anywhere within the Tara Platform. All Customers and Contractors are to comply with all laws applicable to them or to their activities, and with all posted Tara Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Tara’s discretion, and the currently effective policies will be deemed to be part of this Agreement.
When submitting any Content to or otherwise using the Tara Platform, you agree not to post or transmit to or from the Tara Platform: any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or Content that would violate rights of publicity and/or privacy or that would violate any law; any material or Content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party; any falsehoods or misrepresentations that could damage us, our users or any third party; any private information concerning another person, without their permission; anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals; anything which solicits a user’s password or other account information; anything which harvests user names, addresses, or email addresses for any purpose; and any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems. You will not access (or attempt to access) the Tara Platform by any means other than the interface provided, and you will not use information from the Tara Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Tara Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.
You do further hereby agree to use the Tara Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Tara Platform:
attempt to access or search the Tara Platform or download Content from the Tara Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers; access, tamper with, or use non-public areas of the Tara Platform, our computer systems, or the technical delivery systems of our providers; gather and use information, such as other users’ names, real names, email addresses, available through the Tara Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation; use the Tara Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement; violate any applicable law or regulation; or advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. Tara is not legally responsible for any remarks, information or other Content posted or made available on the Tara Platform by any Client or Contractor or third party, even if such information or Content is defamatory or otherwise legally actionable. Tara is not legally responsible for any negative outcome of the relationship between Customers and Contractors. Tara is not responsible for and does not monitor or censor Content for accuracy or reliability. However, Tara reserves the right to remove or restrict access to any information or Content posted or made available on the Tara Platform if ordered to do so by a government authority or if Tara considers such information or Content to be in violation of this Agreement, or to be unlawful, immoral or harmful.
The Site, Content and Services contain material that is protected by United States intellectual property laws, including copyright and trade secret law, and by international treaty provisions. All rights not expressly granted to Customer under this Agreement are expressly reserved by Tara, and its respective licensors. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Site, Content and Services shall remain the sole and exclusive property of Tara and its licensors, as applicable. Except as set forth in Section 4b (License, Restrictions), Tara reserves all other rights in the Site, Content and Services, including without limitation, the right to pursue actions against infringers.
Tara reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Tara reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.
You represent and warrant to Tara that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Tara to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Tara’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
9.1 TARA WARRANTIES / DISCLAIMERS. YOUR USE OF THE SITE, SERVICES AND CONTENT IS AT YOUR OWN RISK. THE SITE, CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND EXPRESS, STATUTORY OR IMPLIED. TARA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE / NON-INFRINGEMENT, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE. Tara does not warrant and has no obligation to screen or monitor material submitted by the users of the Site. TARA DOES NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. TARA SPECIFICALLY DISCLAIMS ANY WARRANTY RELATED TO THE SUITABILITY OF CANDIDATES FOR A PARTICULAR ROLE AND THE ACCURACY OF THE INFORMATION PROVIDED TO CUSTOMER BY ANY POTENTIAL CANDIDATES. ANY ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY TARA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN.
UNDER NO CIRCUMSTANCES SHALL TARA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, COSTS OR ATTORNEYS’ FEES ARISING OUT OF OR RELATING TO THIS AGREEMENT, ACCESS TO, USE OF OR OPERATION OF THE SITE, CONTENT AND SERVICES, EXCEPT WITH RESPECT TO ANY REFUNDS TO WHICH YOU MAY BE ENTITLED, YOUR SOLE AND EXCLUSIVE REMEDY AND TARA’S SOLE AND EXCLUSIVE LIABILITY TO YOU FOR ANY REASON SHALL BE FOR YOU TO DISCONTINUE ACCESS TO OR USE OF THE SITE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TARA BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
9.2 Customer Warranties. Customer represents, warrants and agrees that it is authorized to enter in to this Agreement and that it will not use (or plan, encourage or help others to use) the Site, Content or Services for any purpose or in any manner that is prohibited by this Agreement or by applicable law.
9.3 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TARA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Validity of Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You agree that the fact that this Agreement is in electronic form does not affect in any way their validity or enforceability. You also agree that your continued use of and access to the Site, constitutes your valid and legal signature. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to choice of law principles. Access to the Site, Content and Services may not be legal by certain persons or in certain countries. When you access the Site, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. Use of the Site is strictly prohibited in any jurisdiction that does not give effect to all provisions of this Agreement. Assignment; Waiver. You may not assign any part of this Agreement without Tara’s prior written consent. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. Severability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.