Welcome to emissaries.co, provided to you by Emissaries, Inc. (“Emissaries”, “we” or “us”). This website is an online platform through which “Freelancers” can create and display a professional profile to make themselves available to “Companies” who source and connect with Freelancers via the website (the “Service”). Both Freelancers and Companies shall be deemed “Users” for the purposes of this Agreement. Users receive access to resources such as industry news, legal contract templates and referrals to unique companies offering specialized services in the freelance and parental leave industries.
1. SERVICE TERMS AND LIMITATIONS
1.1 Your Content. You retain all right, title and interest in and to the content you create and post on the website as well as your name, photograph, video, likeness, voice, biographical/professional information (collectively, the “Content”). Even though Emissaries does not claim ownership of your Content, we do need certain licenses to your Content in order to operate and enable the Services. When you upload or submit your Content to our Services, you grant Emissaries (and our parents, subsidiaries and affiliates) a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, freely transferable and sub-licensable license to host, store, use, reproduce, distribute, display, publicly perform, publish, modify, and create derivative works of such Content in any form, media or technology, whether now known or hereafter developed, for the purposes of operating, marketing, promoting, and improving our website and our Service. Except as otherwise provided herein, any redistribution, retransmission or publication of the Content without the express written consent of the Content owner is prohibited.
1.2 Our Content. The website and the Service are proprietary to Emissaries, and are protected by intellectual property and other laws. All content, documentation, text, software, images, photos, video, graphics, music, sound or other multimedia files or materials (collectively, “Emissaries Materials”) that is displayed on or transmitted via the website is protected by copyright as a collective work and/or compilation, pursuant to United States copyrights laws and international conventions, and all right, title and interest in and to such collective work and/or compilation, as a whole, shall vest with Emissaries. Although Emissaries shall be the copyright owner of such collective works and/or compilations, we may only use your Content, which is a contribution to the collective work, as provided for in Section 1.1 above. Any reproduction, modification, or creation of derivative works based on the website or the Service (or any portions thereof) without the express written consent of Emissaries is prohibited. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the website. You may not use any Emissaries logo or any other proprietary graphic or trademark without our express written consent.
1.3 Limitations Of Our Services. We offer a variety of Services to help Companies find, coordinate, and provide expert advice. However, we do not employ any Freelancers. Except as set forth below, Companies are the potential employers/clients of Freelancers and are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable payroll, tax and minimum wage laws). Further, we do not have control over the quality, timing, or legality of the services actually delivered by Freelancers, nor of the integrity, responsibility or actions of any User. We do not refer or recommend either Companies or Freelancers nor do we make any representations about the suitability, reliability, timeliness, and accuracy of the services provided by Freelancers or the integrity, responsibility or actions of Companies or Freelancers whether in public, private or offline interactions. We do not assume responsibility for the conduct of, or quality of the services provided by the individual Freelancers. Any issues concerning the foregoing must be resolved directly with the agency and/or the individual Freelancer. Emissaries is not responsible for the conduct, whether online or offline, of any User of the Service.
1.5 User Representations. You represent and warrant that: (a) you are at least eighteen (18) years of age and have the power and authority to enter into this Agreement; (b) all information provided by you to Emissaries is true, accurate and complete; (c) you own, or have the necessary consent to disseminate, all Content that you upload to the website; (d) you are not an employee or owner of, or similarly affiliated with, any staffing agencies, “headhunters” or the like, and you shall not perform any services commonly associated with staffing agencies and “headhunters,” directly or indirectly, on or through the website and (e) you shall comply fully with the terms and conditions of this Agreement.
1.6 User Responsibilities. With the exception of permanent placement services provided by Emissaries, the website and platform is intended for independent contractor arrangements between Freelancers and Companies. Users hereby acknowledge and agree that Company is solely responsible for determining whether a Freelancer qualifies as an independent contractor and whether a relationship between a Company and Freelancer qualifies as an independent contractor relationship. Emissaries shall not be responsible or liable to any party for the determination of independent contractor status. Any screening of a User and his, her or its information by Emissaries is limited and should not be taken as complete, accurate, up-to-date or conclusive of the individual’s or entity’s suitability as an employer, employee or independent contractor. Companies are solely responsible for interviewing, performing background/reference checks, confirming the Freelancer carries the necessary licensing and insurance required for your project (if applicable), verifying information provided by, and selecting an appropriate Freelancer for their needs. Each Company is also responsible for complying with all applicable employment and other laws in connection with any employment relationship they establish, including any/all Freelancer payments/agreements, verifying the age of the Freelancer they select as well as that Freelancer’s eligibility to work in the US.
1.7 Fee, Cancellation & Refund Policy. Currently, Users may create a “Freelancer” Account for free. However, Emissaries charges a subscription fee for the use of “Company” Accounts. We will notify Account holders if/when a change is made to their subscription fee policy. Emissaries reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you. We reserve the right to delete your account and block further use of the website or Service if we have reason to believe you have signed up for a “Freelancer” account to avoid paying a subscription fee and/or if you shared your Company Account to a non-paying User. All payments for services are non-refundable and there are no refunds or credits for unused or partially used services or service cancellations. All subscriptions automatically renew unless cancelled in advance of recurring monthly, quarterly or yearly payment. Emissaries reserves the right to keep Company credit card information on file via Stripe; visit https://stripe.com/subscriptions for more information. In the event that your Account is terminated due to a breach of this Agreement, we reserve the right, in our sole discretion, to retain the subscription fee without any offset or refund of any kind.
1.8 User’s Agreement; Restrictions. You agree to: (i) maintain the security of your User identification, password and other Account information; (ii) be solely responsible for the security, confidentiality and integrity of all messages and Content you disseminate, transmit or store on the website; (iii) be responsible for the payment of all charges resulting from the use of your Account, including any unauthorized use prior to your notifying us in writing of such unauthorized use and taking steps to prevent its further occurrence (e.g., by changing your password); (iv) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations; and (v) comply with the terms and conditions of this Agreement. You may not, in whole or in part, without obtaining the express written consent of Emissaries and/or the copyright owner, as applicable, (a) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Content or the Emissaries Materials; (b) distribute (except, if you are a “Company” User, for the purposes of reviewing a “Freelancer” User’s suitability for a job for which you are hiring) or otherwise transfer rights to, or in any way exploit, the Content; or (c) alter or remove any proprietary notices or labels on the Content or the Emissaries Materials.
Additionally, Freelancers agree to (i) keep your profile up to date including whether you are still freelancing or not as well as your availability, skills and all other searchable fields; and (ii) abide by Emissaries’ True Freelancer Checklist verifying that you qualify as a true independent contractor and are authorized to work in the U.S.
1.9 Accessibility. You acknowledge and accept that from time to time the website may be inaccessible or inoperable for any reason, including, without limitation, equipment malfunctions, periodic maintenance or repairs, and/or causes beyond our control or which are not reasonably foreseeable. Only paying Companies will have access to certain pages of https://emissaries.co including but not limited to searching the Freelancer database.
2.1 Disclaimer of Warranties. YOU AGREE THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, EMISSARIES DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE WEBSITE. EMISSARIES EXPRESSLY DISCLAIMS ANY WARRANTIES FOR ANY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE. EMISSARIES CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. EMISSARIES CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER MALICIOUS CODE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
2.2 Disclaimer of Third Party Information; Confidentiality. Statements made in websites, newsgroups, message boards, e-mail, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the website are not authorized Emissaries spokespersons, and their views do not necessarily reflect those of Emissaries. Any statements or other communications which you make or post on any public area of the website shall be deemed non-confidential.
3. ONLINE COMMUNICATIONS
3.1 User Submissions. You may post and submit various online profiles, messages, links, communications, ideas and other information (collectively, the “User Submissions”) on the website through your Account. Neither User Submissions nor Content are edited, checked for accuracy or otherwise controlled by Emissaries. Notwithstanding the foregoing, we reserve the right to monitor and remove User Submissions and Content which we, in our sole discretion, determine to be (i) abusive, libelous, defamatory or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of a copyright trademark, or other intellectual property right of another; or (iv) offensive or otherwise unacceptable. We also reserve the right to reject any applications that don’t fit Emissaries’ criteria in order to maintain our exclusive community. By posting User Submissions or Content on the website, you acknowledge, represent and warrant that: (a) your User Submissions and Content are original, or that you have the necessary consent to submit such User Submissions and Content; (b) your User Submissions and Content do not contain confidential or proprietary information (and Emissaries is under no duty of confidentiality, express or implied, with respect to your User Submissions and Content) and (d) you shall have no recourse against Emissaries for any alleged or actual infringement or misappropriation of any proprietary right in your User Submissions by us or any third-party. You further waive any moral rights in and to any such User Submissions.
3.2 User Restrictions. You are responsible for your Content, User Submissions, and your use of the website. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to the website with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or other content which is unlawful, discriminatory, indecent, obscene or pornographic; (d) post or transmit any message which is harmful, threatening, abusive or hateful; (e) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (f) use the website to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (g) solicit login information or access an Account other than your own; (h) intercept or attempt to intercept e-mail or other private communications not intended for you; (i) post or transmit unauthorized and/or unsolicited commercial communications (such as spam) from or to the website; (j) post or transmit any message, data, image or other content from, for, or otherwise in connection with any staffing agencies, headhunters or the like, all of who are strictly prohibited from using the website; (k) send unsolicited e-mail messages through third-party mail servers in order to relay your e-mail or hide the origination of your e-mail to others; (l) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (m) upload viruses, malicious code or corrupted data to the website; (n) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the website; (o) falsify the source or origin of software or other material contained in a file that you upload to the website; (p) access the website to collect Content or other User information using automated means such as harvesting bots, robots, spiders, or scrapers; (q) do anything that could disable, overburden, or impair the website, such as a denial of service attack; (r) use, download, copy or otherwise provide to any third party the User directory or any portion thereof(except as otherwise expressly permitted by this Agreement); (s) falsely purport to be an employee or agent of Emissaries; (t) act, or fail to act, in a manner that is contrary to applicable law or regulation with respect to your use of the website; or (u) engage in any other activity reasonably deemed to be in conflict with the spirit or intent of this Agreement.
5. OTHER WEBSITES
Emissaries or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Emissaries shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource. You are encouraged to use discretion while browsing the Internet using links initiated at the website, whether by us or by other Users. These links may lead to sites containing information that some people may find inappropriate or offensive. They may also lead to sites which, among other things, may contain inaccurate information, false or misleading advertising, bugs, viruses or SPAM, or information which violates copyright, libel, defamation or other laws. Emissaries does not control such sites and makes no representations concerning any effort to review the content of sites linked from or to, or listed on, the website.
6. DEALINGS WITH THIRD PARTIES
Your participation, correspondence or business dealings with any third party found on or through the website, whether related to the delivery of goods or services in exchange for payment or otherwise, and any terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. Emissaries makes no representations concerning such dealings. You acknowledge and agree that Emissaries is not a party to any such dealings and shall not be responsible or liable for any loss, damage or other matters resulting therefrom.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EMISSARIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, INFORMATION PROVIDERS AND SUPPLIERS (COLLECTIVELY, THE “EMISSARIES PARTIES”) FROM AND AGAINST ALL CLAIMS, LOSSES, DEMANDS, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE SERVICE, OR YOUR VIOLATION OF THIS AGREEMENT.
9. WAIVER; RELEASE; LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL EMISSARIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE, THE SERVICE, OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO USE THE WEBSITE DUE TO AN INTERRUPTION, SUSPENSION, MODIFICATION, OR TERMINATION OF THE SERVICES. SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY LINKS ON THE WEBSITE, AS WELL AS ANY INFORMATION, ADVICE, PROMISES OR OTHER COMMUNICATIONS RECEIVED THROUGH OR IN CONNECTION WITH OTHER WEBSITE USERS. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW FOR SOME LIMITATIONS OF LIABILITY. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE EMISSARIES PARTIES, IF ANY, SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU OR A MAXIMUM OF $1,000, WHICH EVER IS HIGHER.
EMISSARIES DOES NOT CONTROL INTERACTIONS BETWEEN USERS. ACCORDINGLY, YOU HEREBY AGREE TO (A) RELEASE EMISSARIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, THE WEBSITE, OR ANY CONTENT OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR THE WEBSITE; (B) WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY LAW (WHETHER STATUTORY OR NON-STATUTORY) OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER; AND (C) WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF ANY LAW, RULE OR REGULATION OF ANY OTHER JURISDICTION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.
10. THIRD PARTY RIGHTS
The provisions of Sections 8 (Indemnification) and 9 (Waiver, Release and Limitation of Liability) are for the benefit of the Emissaries Parties. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf.
11. DISPUTES BETWEEN FREELANCERS AND COMPANIES
You agree that any disputes between Freelancers and Companies shall be resolved between the respective parties. Emissaries makes no representations or warranties as to the quality of services offered by users nor guarantees any specific services. Parties must rely on listings at their own risk. Emissaries is not responsible for the actions of those services provided by any listings. Any and all disputes should be resolved between the parties themselves. In addition, you agree to release Emissaries from claims, as set forth in section 9.
12. DISPUTES WITH US, CHOICE OF LAW AND FORUM
You agree that any dispute shall be settled via arbitration and that arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) pursuant to its Streamlined Arbitration Rules & Procedures (the “JAMS Rules”). You agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers applying the standards set forth under the California Code of Civil Procedure. You agree that the arbitrator shall issue a written decision on the merits. You also agree that the arbitrator shall have the final power to award any remedies available under applicable law, and that the arbitrator shall award Attorney’s fees and costs to the prevailing party where provided by applicable law. You agree that the decree or award rendered by the arbitrator may be entered as a final and binding judgment in any court having jurisdiction thereof. You agree that the arbitrator shall administer and conduct any arbitration in accordance with California LAW, including the California Code of Civil Procedure and the California evidence code, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND EMISSARIES WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.
13. TERM; TERMINATION
You may terminate your use Account at any time. Emissaries may terminate or suspend your right to use the website at any time, with or without cause, and without prior notice. The provisions of Sections 1, 2, 3, 5, 6, 8, 9, 10, 11, 12, and 15 shall survive the expiration or earlier termination of your Account.
14. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION
Emissaries respects the intellectual property rights of others. Please notify us of possible copyright infringement so that we can investigate such claims and remove infringing material. To make a claim, please provide the following in writing (the “Infringement Notice”): (i) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly being infringed upon; (ii) A description of the copyrighted work or other intellectual property that has allegedly been infringed upon; (iii) The location on the website of the allegedly infringing material; (iv) Your contact information, including your address, telephone number, and e-mail; (v) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement by you, under penalty of perjury, that the information contained in the Infringement Notice is accurate, and that you are the copyright or intellectual property owner (or are authorized to act on the copyright or intellectual property owner’s behalf). The Emissaries Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:
Mailing Address: Emissaries, Inc. Attn: Copyright Agent 1650 Luse Tank Road Topanga, California 90290
Email: [email protected]
Emissaries may deliver notice to you under this Agreement via e-mail or a general notice on the website. You may deliver notice to Emissaries at any time via e-mail at [email protected] or via mail at:
16661 Ventura Blvd
Los Angeles, California 91436