Clyde Terms of Use

Effective: September 28, 2024

Please read the following carefully. These Terms of Use (these “Terms”) govern your access to and use of the Clyde Staffing Ventures (“Clyde,” “we,” “us,” “our”) websites at https://www.clydestaffing.com  and any other websites that link to these Terms (collectively, the “Site”), and the products and services provided by Clyde (the Site, products and services collectively, the “Service”). 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST PROMPTLY CEASE USING IT.

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described in Section 18 below. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.

1. Your Access to the Service

2. Permitted Use and Restrictions

3. Privacy

4. Accessing Our Newsletter and Private Slack Channel

5. Terms of Sale and Payments

6. Subscriptions

7. Submitted Content

8. Idea Submissions

9. Intellectual Property Rights

10. Third-Party Sites and Services

11. Brand Gifting Opportunities

12. Indemnity

13. Warranty Disclaimer

14. Limitation of Liability

15. Termination

16. Communication Between Us

17. Governing Law

18. Dispute Resolution

19. Notice for California Residents 

20. Notice for New Jersey Residents

21. Additional Important Terms

22. Changes to These Terms

23. Contact Information
    

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1.) Your Access to the Service

1.1.Internet Access

When using the Service on your mobile, laptop, desktop, or other device (“Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for your Device and (ii) any Internet connection and telecommunications fees and charges that you incur.

1.2 Your Device

Clyde is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Service, including, but not limited to screen display operation features of your Device.

1.3 No Guarantee

Access to the Service may be suspended temporarily and without notice (i) in the event of a system failure, (ii) for maintenance or repair, (iii) where we reasonably suspect there has been a breach of these Terms, (iv) for reasons reasonably beyond our control, or (v) as otherwise explained in these Terms.

2.) Permitted Use and Restrictions

2.1 License Grant

Subject to the terms and conditions of these Terms, Clyde hereby grants you a limited, non-exclusive, personal, non-transferrable, non-sublicensable, non-assignable license to access and use the Service (including updates and upgrades that replace or supplement it in any respect and are not distributed with a separate license, and any documentation) solely for your personal use on a Device that you own or control. We reserve all other rights that are not granted in these Terms.

2.2 Use Restrictions

You may not access or use the Service in any way that is not expressly permitted by these Terms. You may not: (i) cause, permit or authorize the modification, copying, creation of derivative works, translation, reverse engineering, decomplication, disassembly, or hacking of the Service; (ii) sell, assign, rent, lease, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity; or (iii) use the Service for any unlawful, prohibited, abnormal, or unusual activity as determined by Clyde in its sole discretion. 

2.3 Eligibility

The Service may not be used by anyone under the age of 18. By accessing or using the Service, you represent and warrant that you are at least 18 years of age (or the age of legal majority under applicable law).

2.4 Investigations

We may, but are not obligated to, monitor, or review the Service at any time. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Service pursuant to Section 15 (Termination) below.

2.5 Violation of these Terms 

You must not use (or permit a third-party to use) the Service: (i) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system used by the Service; (ii) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (iii) to collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service; (iv) via use of a robot, spider, or other automated device to monitor or copy the Service or any information provided by the Service, other than as permitted by the robots.txt file for the Site; (v) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; or (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam). You acknowledge and agree that you are solely responsible, and Clyde has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.

3.) Privacy

These Terms also incorporate the terms of our Privacy Policy (as updated from time-to-time). Our Privacy Policy explains how your personal information will be collected and used as well as other information regarding your privacy. By agreeing to these Terms, you are also agreeing to the Privacy Policy, and you consent to (i) the processing of your personal information as explained in the Privacy Policy and (ii) the collection of information from your Device as explained in the Privacy Policy.

4.) Accessing Our Newsletter and Private Slack Channel

4.1 User Accounts

To use certain features of the Service, including subscribing to our newsletter or accessing our private Slack channel, you may be required to register for an account and provide us with your name, email address, and certain other information about yourself. You are solely responsible for the information associated with your account and anything that happens related to your account. You agree to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete. Your failure to maintain true, accurate, current, and complete information may result in your inability to access or use these parts of the Service.

4.2 Account Sharing or Transfers

Accounts are registered to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose the contents of our newsletter or communications on the Slack channel to, anyone else. Similarly, you may not use another user’s account without permission. You agree to notify us immediately if you become aware of any unauthorized use of your account at clyde@clydestaffing.com.

4.3 Account Deletion by You

You may delete your account at any time by contacting us as described in Section 23 (Contact Information) below. 

4.4 Account Deletion by Us

Clyde may terminate your account at any time for any reason or no reason, including if: (a) Clyde determines that you are (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Clyde; (b) Clyde determines it is required by law to terminate your account; or (c) Clyde decides to stop providing the Service or critical portions of the Service. When terminating your account, Clyde may delete your account and the information in it. You have no ownership rights to your account.

5.) Terms of Sale and Payments

5.1 Billing Policies

If you choose, at your sole discretion, to purchase goods or services, you acknowledge that you will be required to provide a current, valid, accepted method of payment (“Payment Method”) and you agree that we may charge your Payment Method. Clyde uses authorized third parties for the purpose of processing your transactions and credit card authorizations. By submitting Payment Method details to us or our third-party processors, you grant (or otherwise authorize) Clyde the right to store and process your information with such third parties. You agree to immediately notify Clyde of any change in your billing address or the Payment Method used for payment hereunder. You agree that Clyde will not be responsible for any failures of such third parties to adequately protect your information.

You shall be responsible for all charges incurred through your account as well as for paying any applicable taxes and possible transaction fees. By providing Clyde with your Payment Method, you agree that Clyde (or its third party service providers) is authorized to immediately charge your Payment Method for all fees and charges due and payable to Clyde as a result of your order, including but not limited to service fees, Subscription Fees (defined below), transaction fees, overdraft fees, or any other fee or charge associated with your access to the Service.

5.2 Currency

All prices are listed in US dollars and all payments must be made in US dollars. Clyde will not be responsible for any exchange rates or fees incurred by you from your chosen Payment Method.

5.3 Price Changes

Clyde reserves the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting on the applicable Site or such other means as Clyde may deem appropriate from time to time (including by email). Except as otherwise provided for in these Terms, any price changes or changes to your Subscription (defined below) will take effect following notice to you.

5.4 Failed Payment

Your right to use a paid service is conditional upon Clyde’s receipt of payment. If payment cannot be charged to your Payment Method, or if a charge is refunded for any reason, including chargeback, Clyde reserves the right to either suspend or terminate your access. You remain responsible for any uncollected amounts. You agree that in the event Clyde is unable to collect the fees you owe Clyde for the services specified in your order, Clyde may take any other steps it deems necessary to collect such fees from you, and that you will be responsible for all costs and expenses incurred by Clyde in connection with such collection activity, including collection fees, interest, court costs and attorneys’ fees.

6.) Subscriptions

6.1 Subscription

Some parts of the Service, such as access to our private Slack channel, are available only with a paid subscription (the “Subscription”). If you enroll in a Subscription, you will be charged the current price of the Subscription plan, plus any applicable taxes and other charges (the “Subscription Fee”) at the beginning of the Subscription and each month thereafter. Subscription prices, fees, or other charges are subject to change with or without notice and may affect your Subscription Fee between Subscription periods.

6.2 Payments

To enroll in a Subscription, you may be required to provide a current, valid, accepted Payment Method in accordance with Section 5 (Terms of Sale and Payments). If a payment is not successfully settled—for example, due to expiration of a credit card, insufficient funds, or otherwise—we may suspend your Subscription until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees. Check with your Payment Method service provider for details.

WHEN YOU ENROLL IN A SUBSCRIPTION PLAN, WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMIANTED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD (AS DESCRIBED BELOW). SUCH NOTICE WILL NOT AFFECT ANY CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT TO TERMIANTE YOUR AUTHORIZATION OR TO CHANGE YOUR PAYMENT METHOD OR THE SUBSCRIPTION.

6.3 Updating Your Payment Method

If you want to use a different Payment Method, or if there is a change in your Payment Method validity or expiration data, you may update your information by contacting us at clyde@clydestaffing.com. We may also update your Payment Method using information provided by Payment Method service providers. Following any update to your Payment Method, you authorize us to continue to charge the applicable Payment Method(s). If your Payment Method reaches its expiration date, your continued use of the Service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.

6.4 Refunds and Cancellation

Your Subscription will continue in effect unless and until you cancel your Subscription, or we terminate it. You can cancel your Subscription at any time by emailing us at clyde@clydestaffing.com. You must cancel your Subscription before it renews each month in order to avoid being charged for the next month’s Subscription Fee.

You may cancel your Subscription at any time, however, there are no refunds for cancellation. If you cancel before the end of your Subscription period, you will have access to your Subscription for the remainder of the Subscription period. In the event that Clyde suspends or terminates your Subscription or these Terms for your breach of these Terms, you understand and agree that you shall receive no refund for any unused time on a Subscription period, any license or Subscription Fees for any portion of the Subscription service, any content or data associated with your Subscription, or for anything else.

6.5 Changes to the Subscription Plan or Price

We reserve the right to change the Subscription or adjust the Subscription Fees or discounts for the Subscription or any components thereof in any manner at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any Subscription Fee changes will take effect following notice to you.

6.6 Notice to Residents of the United Kingdom

(a) Right to Cancel 
You have the right to cancel your Subscription contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the conclusion of the Subscription contract.

To exercise the right to cancel, you must inform us of your decision to cancel your Subscription contract by a clear statement (e.g., a letter sent by post, fax or email). You may use the model cancellation form located at the end of these Terms, but it is not obligatory.

(b) Effects of Cancellation
If you cancel your Subscription contract within the cancellation period, we will reimburse all payments received from you. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we receive notice of your decision to cancel your Subscription contract. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

7/) Submitted Content

Clyde is not the source of, does not verify or endorse, and takes no responsibility for the content of communications or any material submitted or made available through the Service via any function, including our private Slack channel, that allows a user to upload or share content, communicate with other users, or post comments (the “Submitted Content”). Submitted Content is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent, or otherwise objectionable. Submitted Content may be protected by intellectual property rights owned by third parties. You are responsible for the content you choose to communicate and access using the Service. Clyde may in its sole discretion block, prevent delivery of, or otherwise remove the content of communications as part of its effort to protect the Service or its users, ensure compliance with Slack’s requirements, or otherwise enforce these Terms. Further, Clyde may in its sole discretion remove or decline to publish such content on the Service and terminate your account if you submit any content that is in breach of these Terms.

7.1 Accessing Clyde’s Private Slack Channel

Clyde may provide you with access to our private Slack channel, which is intended to serve as discussion center for users of the Service. Although our Slack channel is a private forum, any Submitted Content that you post through the Service may be seen by all other users with access to the Slack channel. When posting Submitted Content through the Service, you must use good taste when discussing sensitive topics. Users are required to treat others with respect and honesty, and to be fair and informative. You are only permitted to post honest and valuable Submitted Content and you are prohibited from posting rumors or negative opinions that are not supported by facts. 

7.2 Submitted Content Restrictions

In addition to the prohibited activities described above, when posting Submitted Content through the Service you must not:

• Post anything that violates Slack’s User Terms of Service or Acceptable Use Policy (as updated from time to time);

• Post anything that interferes with or disrupts the Service or the operation thereof, including files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Service;

• Post statements or materials that are libelous or defame, harass, abuse, stalk, threaten, intimidate or in any way infringe on the rights of others;

• Post statements or materials that violate other contractual or fiduciary rights, duties or agreements;

• Post or upload personal information, pictures, videos or any other media of another person without their express permission;

• Delete or revise any material posted by another person or entity;

• Post statements or materials that are bigoted, hateful, racially offensive, vulgar, obscene, pornographic, profane, defamatory, or otherwise objectionable, including language or images that typically would not be considered socially or professionally responsible or appropriate in person;

• Post statements or materials that violate applicable law, encourage criminal conduct or discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age, or that would give rise to civil or criminal liability or otherwise violate any law or regulation in any jurisdiction;

• Post statements or materials that in any way harm minors;

• Post statements or materials that impersonate any other person or entity, whether actual or fictitious, including without limitation, employees and representatives of Clyde;

• Post statements or materials that misrepresent your affiliation with any individual, entity and/or Clyde;

• Post anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual, including without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit or debit card numbers or any trade secrets or information for which you have any obligation of confidentiality;

• Post statements or materials that constitute junk mail, spam or unauthorized advertising or promotional materials, including without limitation, links to commercial products or services or any political campaigning;

• Post material that in the sole judgment of Clyde is objectionable or restricts or inhibits any person or entity from using or enjoying any interactive features or other portions of the Service, or which may expose Clyde or its users to harm or liability of any nature; or

• Post material that infringes, or that may infringe, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available, without the express permission of the owner of the copyright, trademark, patent or other proprietary right. Clyde does not have any express burden of responsibility to provide any user with indications, markings or anything else that may aid any user in determining whether the material in question is copyrighted or trademarked. Users shall be solely liable for any damage resulting from infringements of copyrights, trademarks, patents, proprietary rights or any other harm resulting from such submission.
  

7.3 Submitted Content License

Clyde does not claim ownership of any of your Submitted Content. With respect to all of your Submitted Content, you grant Clyde a perpetual, irrevocable, non-terminable, transferable, worldwide, royalty-free, sublicensable, fully paid-up, and non-exclusive license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of the Submitted Content in connection with the Service and Clyde’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You hereby represent, warrant, and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music, or video) to which you do not have the full right to grant the license specified in this Section 7 (Submitted Content). None of the Submitted Content disclosed or posted via the Slack channel shall be subject to any obligation, whether of confidentiality, attribution or otherwise.

7.4 Disclaimer

Clyde expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in the Slack channel by third parties, nor is Clyde responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will Clyde, or its licensors, affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through the Slack channel. The opinions expressed in the Slack channel are solely the opinions of the participants, and do not reflect the opinions of Clyde, its licensors or any of their subsidiaries or affiliates.

7.5 User Acknowledgement

You acknowledge and agree that: (i) to access our private Slack channel, you must agree to Slack’s User Terms of Service and Acceptable Use Policy; (ii) by using the Service, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (iii) you are solely responsible for, and Clyde has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish on or through the Service; (iv) Clyde does not guarantee any confidentiality with respect to your Submitted Content; (v) Clyde is not responsible for any Submitted Content provided by third parties that you may have access to through your use of the Service and all Submitted Content is the responsibility of the person from whom such Submitted Content originated. You acknowledge and agree that (y) Clyde has no control over and is not responsible for the use of Submitted Content by its users, including any user that has downloaded Submitted Content to a personal device; and (z) Clyde may not be able to remove Submitted Content that is downloaded onto a user’s Device. Clyde does not endorse any Submitted Content, or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content. 

You acknowledge that your Submitted Content is your sole responsibility. You agree that, under no circumstances, will Clyde be liable in any way for any Submitted Content, including, but not limited to, any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service. 

7.6 Removal

Clyde and its licensors have no obligation whatsoever to monitor any of the Submitted Content on the Slack channel. Notwithstanding the foregoing, you acknowledge that Clyde has the right to monitor or pre-screen your Submitted Content but has no obligation to do so. At Clyde’s sole discretion, any Submitted Content may be included in the Service in whole or in part in modified form. In addition, Clyde and its designees shall have the right, but not the obligation, in their sole discretion, to alter, edit, refuse or remove any Submitted Content that is made available via the Service that violates these Terms or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or violating any party’s intellectual property rights. Clyde may disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect itself, its clients, sponsors, users and visitors. Clyde further reserves the right to contact users to inform them of policies, hide users’ Submitted Content or delete users’ accounts without warning or advance notice, for any reason, including but not limited to the violation of these Terms. Any user failing to comply with the Guidelines set forth in this Section 7 (Submitted Content) may be expelled from and refused continued access to the Slack channel in the future.

8.) Idea Submissions

We welcome feedback from our users and appreciate your comments regarding the Service. However, our policy does not permit us to accept or consider ideas, suggestions, proposals, or materials (“Submissions”) that we have not specifically requested. This policy is intended to help us, and our users avoid future misunderstandings when new products or services developed internally by our employees might be similar or even identical to a customer’s idea.

If, despite our request that you not send us your ideas, you still submit them, then regardless of any conditions you may have attempted to place on your Submission, the following terms shall apply to your Submission: you acknowledge and agree that: (i) such Submissions will be considered non-confidential and non-proprietary; (ii) we have the right (subject to our Privacy Policy), without limit in time and without payment to you, to use, copy, distribute, adapt, and disclose it via the Service or otherwise to third parties for any purpose, in any way, and in any media worldwide now known or later discovered, including, without limitation, the right to create derivative works, make improvements, perform (including through digital performance), and transmit (including through digital transmissions) such Submissions, and the right to transfer or sublicense such rights; (iii) we may have something similar to the Submissions already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us in connection with the Submissions under any circumstances.

9.) Intellectual Property Rights

9.1 Trademarks

The Clyde name and logo are trademarks and service marks of Clyde. You do not have the right to use any of our trademarks, service marks, or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.

9.2 Ownership

You acknowledge that all intellectual property rights in the Service, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all other content in the Service and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Clyde, and are protected by intellectual property laws. Except for your Submitted Content, you acknowledge and agree that Clyde, and/or its licensors, own all right, title, and interest in and to the Service, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge the Service may contain information that Clyde has designated as confidential, and you agree not to disclose such information without Clyde’s prior written consent. Nothing posted on the Service grants a license to any Clyde trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read through accessing the Service is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Clyde. When accessing the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. 

10.) Third-Party Sites and Services

The Service may contain links to allow you to share content directly with other third-party websites (“Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk. 

These links are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites, and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with the Third-Party Terms.

11.) Brand Gifting Opportunities

11.1 Brand Partnerships

From time to time, we may be contacted by brands that are interested in distributing free samples of their products to our influential clients (i.e., your employers). These opportunities are designed to enhance the visibility of the brand and provide added value to our clients.

11.2 Notification of Opportunities

When these opportunities arise, we will notify you through our newsletter so that you can review the offer and determine if it is appropriate to present the opportunity to your employer. You acknowledge and agree that if you would like to accept a brand gifting opportunity that we make available through our newsletter, you will pursue such opportunity exclusively by working with us and will not engage directly with any third-party brand offering the gifting opportunity without Clyde’s prior written consent.

11.3 Authority and Acceptance

By accepting a brand gifting opportunity on behalf of your employer, you are representing that you have the authority to do so. Further, you agree (and represent that you have the authority to agree) that we may share your employer’s name and relevant contact information with the brand to facilitate the gifting process.

11.4 Direct Brand Relationship

Please be aware that once you accept a brand gifting opportunity, any subsequent relationship will be directly between your employer and the brand. Our role is limited to facilitating the initial connection and providing you with information about the opportunities.

11.5 Compliance Responsibility

After your employer receives the gifted product, it is their responsibility to comply with all applicable laws and regulations, including, without limitation, the FTC’s endorsement disclosure guidelines. Clyde has no responsibility for ensuring compliance with these requirements.

12.) Indemnity

You agree to indemnify and hold us and our affiliates, and their respective business partners, licensees, licensors, officers, directors, members, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or in connection with: (a) your use of the Service; (b) your breach or violation of any of these Terms; or (c) your violation of the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as they may reasonably request.

13.) Warranty Disclaimer

WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SERVICE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content provided through the Service is accurate, complete, or up to date.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SERVICE (INCLUDING OUR PRODUCTS) WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SERVICE (INCLUDING OUR PRODUCTS) AND ALL INFORMATION AND CONTENT PROVIDED THROUGH THE SERVICE.

No information or advice obtained through the Service, or affirmation by us, by words or actions, shall constitute a warranty.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

14.) Limitation of Liability

IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SERVICE (INCLUDING OUR PRODUCTS) OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF CLYDE, EVEN IF WE HAVE BEEN ADVISED OF THE POSIBILITY OF SUCH DAMAGES.

Your sole remedy for dissatisfaction with the Service including, without limitation, content provided through the Service, is to stop using the Service (including our products). Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Service or any links on the Service, as well as by reason of any information or advice received through or advertised in connection with the Service or any links on the Service. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Service.

In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Service or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Service must be brought within one year after such claim or cause of action arises or be forever barred.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, CLYDE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON CLYDE’S GOVERNING LAW PROVISION SET FORTH BELOW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

15.) Termination

We may terminate these Terms and/or terminate your permission to use the Service immediately, without prior notice or liability, if (a) you commit any breach of these Terms, (b) we discontinue the Service, or (c) we are prevented from providing the Service for any reason.

Furthermore, we reserve the right to change, edit, suspend, delete, and/or cancel any part of the Service and/or your access to it at any time with or without notice to you: (i) if required by law, or (ii) due to an event beyond our control.

On termination of these Terms for any reason: (x) all rights granted to you under these Terms will cease immediately, (y) you must immediately cease all activities authorized by these Terms (including your use of the Service), and (z) you acknowledge that we may restrict your access to the Service. Sections 3, 7-9, and 11-21 will survive any termination or expiration of these Terms.

16.) Communication Between Us

If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us as indicated in Section 23 (Contact Information) at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.

17.) Governing Law

These Terms and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of California in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of California or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

18.) Dispute Resolution

18.1 User Concerns

Most user concerns can be resolved quickly and to the user’s satisfaction by contacting us at the contact details in Section 23 (Contact Information) below.

18.2 Disputes

By agreeing to these Terms, you expressly agree to the arbitration of all Disputes. Any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, the remaining portions of the arbitration provisions will remain in force.

18.3 Arbitration Procedures

In the event your concern cannot be resolved informally, you and Clyde agree that, except as provided in Section 18.6 below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 18 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail. 

Except as otherwise set forth in Section 18.6 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Clyde will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (i) you and Clyde may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. 

IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

18.4 Location

The arbitration will take place in the City and County of Los Angeles, California, United States of America, unless the parties agree to video, phone, or internet connection appearances.

18.5 Limitations

You and Clyde agree that any arbitration shall be limited to the Claim between Clyde and you individually. YOU AND CLYDE AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

18.6 Exceptions to Arbitration

You and Clyde agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

18.7 Arbitration Fees

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

18.8 Severability

You and Clyde agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 18.6), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 18.6 is found to be illegal or unenforceable then neither you nor Clyde will elect to arbitrate any Claim falling within that portion of Section 18.6 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the City and County of Los Angeles, California, United States of America, and you and Clyde agree to submit to the personal jurisdiction of that court.

19.) Notice for California Residents

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Ste N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

20.) Notice for New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you: Section 13 (Warranty Disclaimer), Section 14 (Limitation of Liability), and the New York governing law provision of Section 17 (Governing Law) above (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

21.) Additional Important Terms

21.1 Assignment

The rights granted to you under these Terms may not be assigned without Clyde’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.

21.2 Severability 

Except as otherwise provided in Section 18.8, if any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.

21.3 Attorneys’ Fees 

In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 18.7, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.

21.4 No Waiver

Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Clyde of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.

21.5 Equitable Remedies

You acknowledge and agree that Clyde would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

21.6 Entire Agreement

These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and Clyde with respect to the Service and supersedes any and all prior agreements between you and Clyde relating to the Service.

21.7 Transfer

We may transfer our rights and obligations under these Terms to another organization but this will not affect your rights or our obligation sunder these Terms.

22.) Changes to These Terms

We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Service (we may also email you about any material changes to these Terms). We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.

23.) Contact Information

If you have any questions or comments relating to the Service or these Terms, please contact us at clyde@clydestaffing.com.