PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGA TIONS. BY ACCESSING OR USING THE SOCIAL INTELLIGENCE PLATFORM, YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS.
Thank you for using Social Intelligence! These Terms constitute a legally binding agreement ("Agreement") between you and Social Intelligence LLC, a Delaware Company ("Social Intelligence," "SI," "Company," " "we," "us," or "our,"), governing your access to and use of the Social Intelligence platform, including SI’s websites, SI’s mobile applications, and any websites (or portions thereof) or mobile applications that are operated by SI, and SI’s customer service, and SI’s internal teams, and SI’s partners (collectively, the "Platform").
Users of the Platform ("Members") are businesses and individuals (collectively, the "Task Owner," "Owner," "Task Requestor," or "Task Submitter,") that are submitting tasks ("Task," "Service," "Request," or "Reservation,") and independent contractors or businesses (collectively, the "Runner," "Service Provider," "Contractor," or "Tasker,") that are performing the job for the Owners. Every member is required to register for an account ("Account") within our Platform in order to use the Platform and request or accept Services.
By completing the registration process, browsing our Website, downloading and installing the App or using the Platform or services, you acknowledge that you have read and understood these Terms and agree to be bound by them. You may terminate this Agreement at any time by sending us an email to si-legal@socialintelligence.us. If you cancel your SI Account, any confirmed reservations will be automatically cancelled, and your Runners might receive full payment without completing the Task. If you cancel your Account as a Runner, any confirmed reservations(s) will be automatically cancelled, and your last pay might be delayed or subject to adjustments.
SI may terminate this Agreement for convenience at any time by notifying you via email to your registered email address. SI may immediately, without notice, terminate this Agreement and/or stop providing access to the SI Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) SI believes in good faith that such action is reasonably necessary to protect the personal safety or property of SI, its Members, or third parties (for example in the case of fraudulent behavior of a Member). When this Agreement has been terminated, you are not entitled to a restoration of your SI Account or any of your Member Content. If your access to or use of the Platform has been limited or your Account has been suspended or this Agreement has been terminated by us, you may not register a new Account or access and use the Platform through an Account of another Member.
Sections 5 and 14 to 18 of these Terms shall survive any termination or expiration of this Agreement. These Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 16 must be brought in state or federal court in the state of Delaware, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in the state of Delaware.
1.1) SI platform is an online marketplace that enables Task Owners to schedule, manage and have certain household chores and other SIs performed on their behalf via Runners. To schedule a task, Task Owner must input the required information as requested through the Service. They must agree that any information provided when scheduling a task is true, accurate, current and complete, and, where applicable, they will update all such information as necessary to maintain its truth, accuracy and completeness. Failure to do so will constitute a breach of these Terms. To the extent permitted by applicable law, we reserve the right to deny or terminate service to any member at our discretion.
1.2) As the provider of the Platform, SI does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Services. Runners alone are responsible for their Services. When an Owner submits a Task and Runner(s) accepts it, they are entering into a contract directly with each other. SI is not and does not become a party to or other participant in any contractual relationship between Owners and Runners, nor is SI a service provider or insurer. SI is not acting as an agent in any capacity for any Member, except for payments.
1.3) While we may help facilitate the resolution of disputes, SI has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any services performed by Runners, (ii) the truth or accuracy of any Task descriptions, Ratings, Reviews, or other Member Content, or (iii) the performance or conduct of any Member or third party. SI does not endorse any Member, Task or Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by SI about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to have a Runner perform a task for you, use their services, accept a booking request from an owner, or communicate and interact with other Members, whether online or in person.
1.4) If you choose to use our Platform as a Runner, your relationship with SI is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of SI for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of SI. SI does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Services. You acknowledge and agree that you have complete discretion whether to register, accept and perform services for owners, or otherwise engage in other business or employment activities.
1.5) The SI Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. SI is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by SI of such Third-Party Services.
1.6) Due to the nature of the Internet, SI cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. SI may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. SI may improve, enhance and modify the Platform and introduce new Services from time to time.
2.1) You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction (if different than eighteen (18) years of age), or an organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2) You can only use SI to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules, and regulations that apply to you.
2.3) You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor the service are located or take place 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.
2.4) SI may make access to and use of the Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking, performance and/or cancellation history.
2.5) User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.6) The access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.7) If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
SI reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Platform and update the date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the SI Platform will constitute acceptance of the revised Terms.
4.1) You must register an account ("SI Account," or "Account,") to access and use certain features of the SI Platform, such as submitting or accepting a Task or schedule a Service. If you are registering an SI Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2) When you set up your account, you will be required to create log-in credentials by providing certain types of personal information (“Login Credentials”). For more information on the types of personal information we will collect in order to create your Login Credentials and Account, please review our Privacy Statement. In registering for the Services, you agree (i) to provide true, accurate, current and complete information about yourself as prompted by the registration form (“Registration Data”); (ii) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (iii) that you have a legitimate interest in the property you are providing your Runner access to (your residence), and you have all the necessary permissions from other persons or entities who also have an interest in your residence. You are responsible for maintaining the confidentiality of your Login Credentials, and are solely responsible for all activities that occur using your Login Credentials. You agree not to allow a third party to use your Login Credentials at any time. We reserve the right to terminate any username and password which we reasonably determine may have been used by an unauthorized third party. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Services if you have been previously removed by the Company, or if you have been previously banned from any of the Services.
4.3) You may not register more than one (1) SI Account unless SI authorizes you to do so. You may not assign or otherwise transfer your Account to another party.
4.4) Depending on the version of the Platform you are using, you may also link your Account with certain third party social networking services, including Facebook, Google, Twitter, and other Third Party Apps (each a “Third Party Account”) by either (i) providing your Third Party Account login information to us; or (ii) allowing us to access your Third Party Account, if permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers. Your relationship with the social networking service and other software application providers associated with your third party accounts is governed solely by your agreement(s) with such social networking service and software application providers.
4.5) We may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Account. For example, we may enable Members to link their Accounts to other businesses and take actions, we may enable eligible Members or certain third parties to request or accept tasks on behalf of other Members, or we may enable Runners to add other Members as Co-Runners to facilitate a Service. These features do not require that you share your credentials with any other person. No third party is authorized by SI to ask for your credentials, and you shall not request the credentials of another Member, or use another Member’s device to interact with their logged-in app.
4.6) In order to provide certain Tasks, such as house cleaning, putting your groceries in the refrigerator, or taking your car to an appointment, the Runners will require access to your residence or vehicle, or use your properties and/or assets, interact with your kids, pets or other people in your property. Upon registration or requesting a Service, you agree to provide your Runner with a set of keys or any necessary access to your property, along with any other information reasonably required by your Runner, to perform the Task.
5.1) SI may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the SI Platform ("Member Content"); and (ii) access and view Member Content and any content that SI itself makes available on or through the Platform, including proprietary SI content and any content licensed or authorized for use by or through SI from a third party ("SI Content" and together with Member Content, "Collective Content").
5.2) The SI Platform, SI Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the SI Platform and SI Content, including all associated intellectual property rights, are the exclusive property of SI and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SI Platform, SI Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of SI used on or in connection with the SI Platform and SI Content are trademarks or registered trademarks of SI in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the SI Platform, SI Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3) You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances.
5.4) SI respects copyright law and expects its Members to do the same. If you believe that any content on the SI Platform infringes copyrights you own, please notify.
6.1) SI may charge fees to Task Owners ("Owner Fees") and/or Runners ("Runner Fees") (collectively, "Service Fees") in consideration for the use of the SI Platform.
6.2) Any applicable Service Fees (including any applicable Taxes) will be displayed to an Owners or Runners prior to submitting or accepting a Task. SI reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.
6.3) You are responsible for paying any Service Fees that you owe to SI. The applicable Service Fees (including any applicable Taxes) are collected by SI Payments. SI Payments will deduct any Runner Fees from the task before remitting the payout to the Runner. Any Owner Fees are included in the Total Fees collected by SI Payments. Except as otherwise provided on the SI Platform, Service Fees are non-refundable.
7.1) Subject to meeting any requirements (such as completing any verification processes) set by SI and/or the Runner, you can submit a task on the Platform by following the respective submission process. All applicable fees, including the Task submission fee, Security Deposit (if applicable), Service Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to submit a task. You agree to pay the Total Fees for any requests in connection with your SI Account.
7.2) Upon acceptance of your task by a Runner, a legally binding agreement is formed between you and your Runner, subject to any additional terms and conditions, including in particular the applicable cancellation policy and any rules and restrictions specified in the task. SI Payments will collect the Total Fees at the time of the acceptance by the Runner. SI Payments might collect extra fees from Owners, if a task was modified after a Runner accepted the job, or a payment was done by the Runner in behalf of the Owner as part of the task (such as grocery shopping).
7.3) You understand that a confirmed booking of a task (“Task Booking”) is a license granted by you to a Runner to enter the specified location of the task and perform necessary actions needed to complete the task. You are required to provide necessary access or tools to the Runners to perform the job.
7.4) When creating a task through the SI Platform you must (i) provide complete and accurate information about your task (such as description, involvements, location, exact timeframe), (ii) disclose any deficiencies, restrictions (such as house rules, existence of pets, stairs, heavy lifting, narrow hallways, locked doors, unsafe areas, hazardous materials) and requirements that apply (such as any minimum age, proficiency) and (iii) provide any other pertinent information requested by SI. You are responsible for keeping your task information up-to-date until the task is considered fully completed by you and your Runner.
7.5) Any terms and conditions included in your description, must not conflict with these Terms.
7.6) SI might collect or pre-authorize a Security Deposit for all or certain tasks submitted by Owners. Such deposits will be transferred to Runners upon filing a claim and approved by SI, or to compensate Runner for making a payment necessary to perform the task (Such as grocery shopping).
7.7) You represent and warrant that any task you post will (i) not breach any agreements you have entered into with any third parties, such as homeowners association, workplace, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Task Owner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who are performing tasks on your behalf.
7.8) If your Runner believes your task is different than the job description, or there has been an incident, SI might ask them to send photos or videos of the task, incident or progress. By using our Platform, you give consent to SI and your Runners to take such videos and/or pictures from your personal properties and surrounding areas and use them to file, process and review claims and/or solve disputes. While we require the Runners to use our app to stream those media directly to our secure servers, we cannot guarantee that Runners won’t use their Camera app and store those media on their devices.
8.1) You understand that a confirmed reservation of a task (“Task Reservation”) is a limited license granted to you by the Task Owner to enter the premises and perform the requested task. Once the job is finished, you are required to leave the Owner’s property immediately (if applicable).
8.2) If you had any problem performing the task such as non-emergency incidents, or you have to leave, or you are not sure how to perform the task and the Owner is not available, or you found the task to be different than the description, you are required to notify the Owner and SI’s customer service immediately. If there was a life-threatening emergency, please first contact emergency services (911 in the US) before contacting us.
8.3) In case you forgot something in Owner’s property, you are required to contact the Owner or SI’s customer support to arrange a re-entry or schedule a pickup. You agree not to re-use the keys or codes provided to you, or enter the premises after you set in the Platform that the job has been completed.
8.4) You also represent and warrant that you will not, and will not authorize or induce any other party, to:
• offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of ratings, or to prevent or remove reviews, and you understand and acknowledge that SI may publicly notify Members about such incentives and other attempts to obtain, prevent, or remove reviews;
• solicit or ask for reviews or ratings from your Task Owner;
• directly or indirectly write reviews or rating for your competitors;
• attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
• use any automated means or form of scraping or data extraction to access, query or otherwise collect SI data, content and/or reviews from the Platform, except as expressly permitted by SI (for example, as described at www.SI.com/robots.txt);
• use any SI trademarks in any manner without SI’s prior written consent; or
• misrepresent your identity or affiliation to anyone in connection with SI.
9.1) Owners and Runners are responsible for any modifications to a reservation that they make via the Platform or direct SI customer service to make ("Reservation Modifications"), and agree to pay any additional Fees, Owner Fees or Runner Fees and/or Taxes associated with such Reservation Modifications.
9.2) If Owner cancels a task after a Runner accepted it, they might be charged a cancellation fee, up to the whole amount paid for the Task. The Service Fee is always non-refundable, unless previously noted at the time of request.
9.3) SI reserve the right to monitor cancellations, reviews and ratings of Members, and limit or ban those Members from Platform after reaching certain thresholds.
9.4) Except as otherwise set out in these Terms, Members may use the Resolution Center to send or request money for refunds, additional Services or Damage Claims related to reservations. You agree to pay all amounts sent through the Resolution Center in connection with your SI Account, and SI Payments will handle all such payments.
10.1) Within a certain timeframe after completing a reservation, Owners and Runners can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of SI. Ratings and Reviews are not verified by SI for accuracy and may be incorrect or misleading.
10.2) Ratings and Reviews by Owners and Runners must be accurate and may not contain any offensive or defamatory language.
10.3) Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
10.4) Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Platform.
11.1) If an Owner claims and provides evidence that you as a Runner have damaged any personal or other property ("Damage Claim"), the Owner can seek payment from you through the Resolution Center. If a Owner escalates a Damage Claim to SI, you will be given an opportunity to respond. If you agree to pay the Owner, or SI determines in its sole discretion that you are responsible for the Damage Claim, SI via SI Payments will collect any such sums from you. SI also reserves the right to otherwise collect payment from you and pursue any remedies available to SI in this regard in situations in which you are responsible for a Damage Claim.
11.2) Members agree to cooperate with and assist SI in good faith, and to provide SI with such information and take such actions as may be reasonably requested by SI, in connection with any Damage Claims or other complaints or claims made by Members relating to (i) any personal or other property, (ii) tasks, or (iii) other agreements. A Member shall, upon SI's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by SI or a third party selected by SI or its insurer, with respect to losses for which a Member is requesting payment from SI.
11.3) If you are a Owner or a Runner, you understand and agree that SI may make a claim under your homeowner's, auto's, renter's or other insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property of the Owner or Runner. You agree to cooperate with and assist SI in good faith, and to provide SI with such information as may be reasonably requested by SI, to make a claim under your homeowner's, auto's, renter's or other insurance policy, including, but not limited to, executing documents and taking such further acts as SI may reasonably request to assist SI in accomplishing the foregoing.
12.1) If you choose to use the Platform or Collective Content, you do so voluntarily and at your sole risk. The SI Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
12.2) You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your reservation and/or Services you are receiving and that you are not relying upon any statement of law or fact made by SI relating to a reservation.
12.3) If we choose to conduct identity verification or background checks on any Runner, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
12.4) You agree that some task or services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Services. You assume full responsibility for the choices you make before, during and after your participation or a task reserved throught SI Platform. If interaction with a minor is required, you are solely responsible for the supervision of that minor throughout the duration of your service and to the maximum extent permitted by law, you agree to release and hold harmless SI from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Service or in any way related to your Service.
12.5) The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, PERSONAL INJURY (INCLUDING DEATH), AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, OUR PLATFORM, WEBSITES, APPS, SERVICES, SUPPORT OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE PLATFORM OR RUNNERS OR OWNERS OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY OR SERVICE RELATED TO OUR PLATFORM. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS, OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS CONTAINED HEREIN AND ELSEWHERE IN THESE TERMS OF SERVICE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
As a Member, you agree to indemnify, defend and hold harmless, the Company, its affiliates, successors, and assigns, and each of their respective investors, directors, officers, employees, agents, and suppliers (including distributors and content licensors) from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of:
• any claim due to or arising out of your violation of these Terms, including but not limited to a claim arising out of a breach of your representations or warranties made hereunder;
• your use or misuse of or access to the Platform or the Services;
• your violation of any law, regulation or third party right, including without limitation any
copyright, property, or privacy right; or
• any claim that you have caused damage to a third party.
The Company reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company's defense of these claims.
15.1) You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the SI Platform. In connection with your use of the SI Platform, you will not and will not assist or enable others to:
• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
• use the SI Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies SI endorsement, partnership or otherwise misleads others as to your affiliation with SI;
• copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the SI Platform in any way that is inconsistent with SI’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
• use the Platform in connection with the distribution of unsolicited commercial messages ("spam");
• request, as a Task Owner, any tasks related to a property or asset that you do not yourself own or have permission to access, modify, or service through the SI Platform;
• unless SI explicitly permits otherwise, accept any task request if you will not actually be providing the services yourself;
• contact another Member for any purpose other than asking a question related to your own reservation or request, or the Member's use of the SI Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;
• use the Platform to request, make or accept a reservation independent of the SI Platform, to circumvent any Service Fees or for any other reason;
• request, accept or make any payment outside of the SI Platform or SI Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold SI harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
• misuse or abuse any reservation or services associated with the SI Platform;
• use, display, mirror or frame the SI Platform or Collective Content, or any individual element within the SI Platform, SI's name, any SI trademark, logo or other proprietary information, or the layout, design or content of any page or form contained on a page in the SI Platform, without SI's express written consent;
• dilute, tarnish or otherwise harm the SI brand in any way, including through unauthorized use of Collective Content, registering and/or using SI or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to SI domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the SI Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by SI or any of SI's providers or any other third party to protect the SI Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the SI Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the SI Platform;
• export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.
15.2) You acknowledge that SI has no obligation to monitor the access to or use of the SI Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the SI Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist SI in good faith, and to provide SI with such information and take such actions as may be reasonably requested by SI with respect to any investigation undertaken by SI or a representative of SI regarding the use or abuse of the SI Platform.
15.3) If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to SI by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
16.1) This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against SI in the United States (to the extent not in conflict with the “Applicable Law and Jurisdiction” section below).
16.2) Overview of Dispute Resolution Process. SI is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two- part process for individuals to whom Section 16.1 applies: (1) an informal negotiation directly with SI’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 16 and except as provided in Section 16.6). Specifically, the Consumer Arbitration Rules provide:
• Claims can be filed with AAA online (www.adr.org);
• Arbitrators must be neutral and no party may unilaterally select an arbitrator;
• Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
• Parties retain the right to seek relief in small claims court for certain claims, at their option;
• The initial filing fee for the consumer is capped at $200;
• The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
• The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
16.3) Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and SI each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact SI’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
16.4) Agreement to Arbitrate. You and SI mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the SI Platform, the Services, the Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and SI agree that the arbitrator will decide that issue.
16.5) Exceptions to Arbitration Agreement. You and SI each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
16.6) Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
16.7) Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, SI agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and SI both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
16.8) Modification of AAA Rules - Attorney’s Fees and Costs. You and SI agree that SI will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, SI agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
16.9) Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
16.10) Jury Trial Waiver. You and SI acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes
16.11) No Class Actions or Representative Proceedings. You and SI acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and SI both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class- wide arbitration” waiver in this Section 16.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 16.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and SI agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
16.12) Severability. Except as provided in Section 16.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
16.13) Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if SI changes this Section 16 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the date above or in the date of SI’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and SI (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and SI.
16.14) Survival. Except as provided in Section 16.12, this Section 16 will survive any termination of these Terms and will continue to apply even if you stop using the SI Platform or terminate your SI Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the SI Platform (“Feedback“). You may submit Feedback by emailing us, or through the designated sections of the Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
18.1) Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between SI and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between SI and you in relation to the access to and use of the SI Platform.
18.2) No joint venture, partnership, employment, or agency relationship exists between you and SI as a result of this Agreement or your use of the SI Platform.
18.3) These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
18.4) If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
18.5) SI’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
18.6) You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without SI's prior written consent. SI may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
18.7) Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by SI via email, SI Platform notification, or messaging service (including SMS and other communication services).
If you have any questions about these Terms please email si-legal@socialintelligence.us.