Collectively Network, Inc. (also referred to herein as “Collectively,” “we,” “us,” or “our,” as applicable) is a corporation organized under the laws of Delaware, U.S.A., with the mission of building products that empower communities. These Terms of Service, including the Privacy Policy incorporated herein by reference, (collectively, this “Agreement”) is a contract between Collectively and you and will govern your access and use of Collectively’s free mobile application (the “Application”). The application may only be used or accessed for personal use by natural persons who are at least 18 years of age and are legally capable of entering into this Agreement.  If you are not old enough to have authority enter into this Agreement, your parent or guardian must agree to this Agreement on your behalf. If you do not agree to this Agreement, your only remedy will be to stop using the Services.

 

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION, WHICH STATES THAT UNLESS YOU OPT OUT, YOU AGREE TO RESOLVE ALL CLAIMS (defined below) THROUGH BINDING INDIVIDUAL ARBITRATION. THIS MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE CLAIMS DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. If you are located in the United States, you may opt out of the arbitration provision by notifying us within 30 calendar days of the later of: (i) the date that you first accepted this Agreement; and (ii) the date you became subject to this arbitration provision. Please read the Opt-Out Procedure under the “Dispute Resolution” section below to learn more.

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Introduction.

The Application, including the software, programs, features, the services described below, including creating a Collectively account are governed by this Agreement. Please see the Selected Definitions section at the end of this document for definitions of certain capitalized terms used throughout the Agreement.

 

Revised Agreement.

We are constantly improving the Services, and periodically we will need to revise or amend this Agreement. Accordingly, we reserve the right to amend this Agreement at any time for any reason without notice to you. The revised version will be effective at the time we publish it on our website or within the Application with the “Last Modified” date provided at the top of this Agreement. Continuing to use the Services will constitute your acceptance of this Agreement, as revised. If you do not agree to the revised Agreement, your only remedy will be to stop using the Services.

 

The Application is Not Offered to Sanctioned Persons or in Restricted Jurisdictions.

The Application is not offered to, or intended to be used by, any individual or entity that is the subject of economic or trade sanctions administered or enforced by any Governmental Authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union or its Member States, or other applicable Governmental Authority), or any individual or entity that is organized or resident in a country or territory that is the subject of comprehensive country-wide, territory-wide, or regional sanctions, excluding any such comprehensive sanctions that, if complied with, could cause Collectively to violate U.S. anti-boycott laws (a “Sanctioned Person”). By using the Application, you represent and warrant that you are not a Sanctioned Person or acting on behalf of a Sanctioned Person. You also represent and warrant that you will comply with all applicable import, re-import, sanctions, antiboycott, export, re-export, and foreign exchange laws and regulations. You further represent that you will not use or attempt to use Collectively’s Application (a) at any time that you are located in a country or territory subject to comprehensive country-wide, territory-wide, or region-wide sanctions, or (b) in any manner that is unlawful under economic or trade sanctions. These representations shall remain true during the entire period you use the Application. If you do not agree or otherwise cannot make these representations, then you may not use the Application; even if you accept, this Agreement is null and void.

 

Authorization; Account Security.

You acknowledge and agree that any use of your Account, including all activity that occurs in your Account, will be deemed to be your action and that we may rely upon such action. You remain solely responsible for maintaining adequate security and control of your mobile device, any and all login information, passwords, personal identification numbers (PINs), or any other codes that you use to access the services. You agree not to share or provide access to your account with any other person. If you do so, you alone will be responsible for any actions taken by such persons.

 

Contacts Upload.

You can use the contact upload feature and provide us with the phone numbers in your mobile device address book on a periodic basis.

 

Third-Party Providers.

To provide you with certain features as part of the Application, Collectively may integrate third-party applications into the services. Accordingly, your use of certain features may be subject to your acceptance of separate terms with such third parties. We are not a party to those agreements, but to use the services, you must agree to comply with those third-party terms. You acknowledge that we have no responsibility for the products or services provided by third parties.

 

Links to Other Sites.

This Agreement, the Application, or third-party integrations that provide you access to the Application may reference other websites which are not under Collectively’s control. Collectively is not responsible for the contents or terms of any website to which a link is provided. Links do not imply that Collectively endorses any such websites, and Collectively does not make any warranty or representation as to the accuracy, security, or operability of those websites. Usage of such services and/or websites will be governed by the terms applicable to your use of the third-party services. The disclaimer of warranties in this Agreement also applies to any linked website.

 

License Grant.

Collectively or our licensors own all right, title, and interest in and to the Services and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, license or right to access and use the Application (including all updates, upgrades, and new versions of the same), and related content, materials, and information for your personal use only in accordance with this Agreement. Except as expressly set forth in this provision, you obtain no rights under this Agreement from us, our affiliates, or our licensors to the Application, including any related intellectual property rights.

 

License Restrictions.

You are not authorized to use the Application in any manner or for any purpose other than expressly permitted by this Agreement. You agree you will not attempt to: (a) modify, distribute, alter, tamper with, repair, or otherwise create any derivative works of any services, software, any related content, materials, and information, and any other technology made available to you by Collectively or its affiliates and licensors; (b) reverse engineer, disassemble, or decompile the Application, software, or any other technology or apply any other process or procedure to derive the source code of any software included in the services (except to the extent Applicable Law does not allow this restriction); and (c) resell, rent, lease, use for commercial purposes of any kind, sublicense, or otherwise transfer your rights in the services and related content, materials, and information to a third party. You must comply with the implementation and use requirements contained in all Collectively documentation accompanying the services. If you do not comply with Collectively’s implementation and use requirements, you will be liable for all resulting damages suffered by you, Collectively, and third parties. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

 

Use of Other Intellectual Property Rights.

Collectively and the Collectively logo are service marks/trademarks of Collectively. All other featured logos are service marks/trademarks of their respective owners. You acknowledge and agree that the Application’s contents, including its text, graphics, images, logos and button icons, photographs, editorial content, notices, software, look and feel (including HTML-based computer programs), and other material used by us for the Application are proprietary to us and our licensors and protected under both U.S. and other applicable copyright, trademark and other laws. As such, you will not gain any ownership or other right, title, or interest in or to them by reason of this Agreement or otherwise unless expressly granted to you herein. Except as otherwise expressly stated herein, the services and its contents may not be copied, reproduced, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use, or otherwise used in whole or in part in any manner without our prior written consent.

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Feedback.

You may be asked to provide feedback in different forms including, but not limited to surveys, research program participation requests, and other such requests for feedback regarding your use of the Services. You acknowledge that Collectively owns any feedback you give to us about the Application, and you hereby grant to Collectively a perpetual, non-revocable, royalty-free worldwide license to use, fully exploit, incorporate, or otherwise use without restriction such feedback into any Collectively product or service (including the Services) at any time.

 

Data Privacy and Data Security.

Collectively’s Privacy Policy describes how Collectively collects and processes information from you. The Privacy Policy also explains how we use and share this information. Consistent with the Privacy Policy, you consent to disclosure of information about you, your account, and your transactions to third parties, including our affiliates: (i) to verify your identity or the existence and condition of your account for ourselves or for a third party; (ii) to detect, prevent, and address fraud, security threats, and other potentially harmful conduct or illicit activity; (iii) to comply with Applicable Law and other regulatory reporting obligations, as well as responding to subpoenas, inquiries, court orders, or other requests from law enforcement or other state or federal government agencies; or (iv) if you otherwise give us your permission. We will implement reasonable and appropriate measures to secure your information against accidental or unlawful loss, access, or disclosure.

 

Fees and Taxes.

You agree that you are responsible for all carrier data plans, internet fees, and other fees and taxes associated with your use of the Application.

 

Limitations on Deleting Your Account.

You may not delete your account to evade an investigation or if restricted or prohibited under Applicable Law or by a court of competent jurisdiction. 

 

Complaints.

You may submit a complaint to us regarding the Application or other matters that may warrant investigation by us (“Complaint”). If you suspect someone has used your identity to create an account, please submit a Complaint, in addition to pursuing any other civil or criminal remedies you may have. To submit a Complaint, contact the Collectively customer care team through the chat functionality in the Application. Collectively will take action to address a Complaint in accordance with this Agreement. You agree to use this process before submitting any dispute for dispute resolution, including the Mandatory Arbitration set forth below.

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Indemnification.

You will defend, indemnify, and hold harmless Collectively, each of its affiliates, and each of their and their affiliates’ respective shareholders, members, directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any losses, liabilities, damages and all related costs and expenses arising out of or relating to any Claim concerning: (a) your access to or use of the Application, including information provided in connection therewith; (b) your breach or alleged breach of this Agreement or Applicable Law; (c) any misrepresentation made by you; or (d) any dispute between you and a third party, including without limitation if such third party is also a Collectively Account holder or other User of the Application You will cooperate as fully as required by us in the defense or settlement of any Claim.

 

Release.

If you have a dispute with one or more users using the Application or one of our third-party service providers, you release the Indemnified Parties, joint ventures, partners, and suppliers from any and all Claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. To the extent permitted by Applicable Law, you waive and release the Indemnified Parties from all Claims you have or may have arising from or relating to this Agreement.

 

Limitation of Liability.

IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER IN CONTRACT, TORT, OR OTHERWISE), OR FOR ANY ASSERTION BY A THIRD PARTY, RELATED TO OR ARISING OUT OF THIS AGREEMENT OR OUR SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, OR LOSS OF USE (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES). THE INDEMNIFIED PARTIES’ AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED $100 AS A RESULT OF COLLECTIVELY’S BREACH OF THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY DELAYS OR MISTAKES OR DAMAGES IF WE ARE UNABLE TO PROVIDE THE SERVICES (OR ANY PART THEREOF) OR PERFORM ANY OF OUR OBLIGATIONS IN THIS AGREEMENT DUE TO, DIRECTLY OR INDIRECTLY; SECURITY ISSUES; OR OTHER APPLICABLE BLOCKCHAIN NETWORK BUGS, BACKLOGS, FAILURES, CHANGES OR FORKS; HACKS OR CYBER ATTACKS; DATA BREACHES; THE FAILURE OF ANY EQUIPMENT OR ANY INDUSTRIAL DISPUTE, COMMUNICATION SYSTEM, INTERNET SERVICE, PAYMENT METHOD OR SYSTEM; NATIONAL EMERGENCY, RIOTS, WAR, FLOOD, EXPLOSION, ACT OF GOD OR ANY OTHER EVENT BEYOND OUR CONTROL. The laws of some states or jurisdictions may not allow the exclusion or limitation of certain liability, so some or all of the exclusions and limitations set forth above may not apply to you.

 

No Warranties.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR PERFORMANCE, USAGE, OR TRADE PRACTICES. THE APPLICATION IS PROVIDED “AS IS” AND COLLECTIVELY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. WE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, CUSTODY OR CYBERSECURITY BREACHES, POWER OUTAGES, ETHEREUM OR BLOCKCHAIN SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, PAYMENT, COMPLETION, OR SETTLEMENT OF TRANSFERS OR USE OF THE SERVICES OR THE APPLICATION. Some jurisdictions, including certain U.S. states, do not allow the disclaimer of implied warranties, so some or all of the foregoing disclaimers may not apply to you.

 

Mandatory Arbitration.

In the event we are unable to resolve your Complaint to your satisfaction, we endeavor to provide you with a neutral and cost-effective means of resolving disputes quickly. Except as provided below, you and we agree to resolve any Claims that arise out of or relate to this Agreement by binding arbitration on an individual basis. This means that neither you nor we will have the right to litigate that Claim in court or have a jury trial. It also means that class actions and class arbitrations are not permitted; Claims shall proceed solely on an individual basis without the right for any Claims to be resolved on a class basis or brought in a purported representative capacity on behalf of others. Other rights that you would have in court also may not be available or may be limited in arbitration, including a right to appeal an arbitration award or decision.

 

This arbitration provision is governed by the Federal Arbitration Act. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with this provision's limitations, then only that claim may be brought in court. All other claims (or requests for relief) remain subject to this provision.

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules (the “AAA Rules”). The arbitration will be presided over by a single arbitrator selected in accordance with the AAA Rules. The AAA Rules, information regarding initiating a Claim, a description of the arbitration process, and allocation of fees and costs (including rules regarding frivolous or improper claims) are available at www.adr.org. No arbitration award or decision will have any preclusive effect as to issues or Claims in any dispute with anyone who is not a named party to the arbitration.

 

Instead of using arbitration, you can bring Claims in your local “small claims” court, if the rules of that court allow it. If you do not bring your Claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the Claims must be resolved by binding, individual arbitration. You and we expressly waive a trial by jury.

 

Opt-Out Procedure.

You may opt out of the preceding binding arbitration provision. If you do so, neither we nor you can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing by sending an email to info@collectivelyco.xyz within 30 days of using the Application.

 

You must include: (1) your full name and residential address; (2) the mobile phone number associated with your account; and (3) a clear statement that you want to opt out of this Agreement’s binding arbitration provision.

 

Other Dispute Resolution.

Any Claim arising out of or relating to this Agreement or your use of the Services that is not subject to the Mandatory Arbitration requirement shall be resolved exclusively in the U.S. District Court for the Northern District of California or the state courts located in San Mateo County, California, U.S.A., and you waive any jurisdictional venue or inconvenient forum objections to such venues. Notwithstanding anything to the contrary in this Agreement, you agree that Collectively may take any action it reasonably considers appropriate in relation to the Claim, including suspending the Services or freezing your Account pending a resolution of the Claim without previously notifying and/or without having received instructions from you.

 

Prohibited Activities.

In connection with your use of the Application, you agree that Collectively, without notice (except as required by Applicable Law) and without liability to us, may suspend, deactivate, limit, or terminate access to, or refuse to provide, any access to the Application and services at any time  for any reason for violation of the letter or spirit of this Agreement, and if you engage in any of the following “Prohibited Activities,” which may include, but not limited to the following:

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• Breach this Agreement or our community standards, which we shall have the right to determine in our sole discretion;

• Use the Application for any unlawful purpose or in violation of Applicable Law, which we shall have the right to determine in our sole discretion;

• Create or control more than one personal account for yourself without our express authorization, through, among other methods, using a name that is not yours, using a temporary phone number, or providing any other falsified personal information;

• Act in a manner that is defamatory, trade libelous, threatening, or harassing;

• Infringe Collectively’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

• Provide us false, inaccurate, incomplete, or misleading information;

• Provide offensive or inappropriate images to us;

• Send, receive, or participate in what we reasonably believe to be suspicious or potentially fraudulent activity;

• Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;

• Access the Application while residing or being located in a jurisdiction that is restricted by Collectively, including jurisdictions where we are not approved to operate;

• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information; attempt to hack; scrape; use an anonymizing proxy; use any robot, spider, other automatic device or manual process to monitor or copy the Application source code without our prior written permission; use any device, upload material containing viruses or any other harmful programs, software or routine to bypass our robot exclusion headers; or interfere or attempt to interfere with the Application; or

• Take any action that may cause us to lose third party partner services.

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Additionally, we may, at our sole discretion and without waiving any of our rights, disable or delete your account if not does not become active after your profile registration or delete your account if it remains inactive for an extended period of time. We may report or disclose to a Governmental Authority information concerning your use of the Application where we determine in our sole discretion that such report or disclosure may be required by Applicable Law or is otherwise appropriate.

 

Governing Law.

This Agreement shall be construed in accordance with the laws of the State of California, to the extent not inconsistent with or preempted by federal law, and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws, without regard to conflicts of laws principles.

 

Notice.

Except as otherwise stated herein, any notice to Collectively must be sent to info@collectivelyco.xyz. By accepting service of a legal document, we do not waive any objections we may have and may raise in response.

 

Headings and Hyperlinks.

All headings and titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Highlighted and underlined words may contain links to additional terms.

 

Non-Assignment.

You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Collectively as a party to this Agreement and Collectively is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

 

No Waiver.

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that if Collectively does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Collectively has the benefit of under any Applicable Law), this will not be considered to be a formal waiver of Collectively’s rights and that those rights or remedies will still be available to Collectively.

 

Severability.

In the event that any provision of this Agreement is determined to be invalid or unenforceable under Applicable Law, the validity or enforceability of any other provision of this Agreement shall not be affected. In lieu of such invalid or unenforceable provision, there shall be added automatically, as part of this Agreement, a provision as similar in terms as may be valid and enforceable.

 

Termination.

This Agreement is in effect each time you use the Application. Collectively may terminate your use of the Application at any time without cause or prior notice. This may happen, for example, if your identity cannot be verified or the action is necessary to protect the security of the Application. This Agreement will continue to apply following its termination with respect to any obligations incurred or arising prior to its termination.

 

Force Majeure.

Collectively will have no responsibility or liability for any failure or delay in performance of the Application, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, epidemic, war, acts of terror, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction.

 

Survival.

Any provision or term within this Agreement that provides for the rights or remedies which by their nature should continue after termination of this Agreement will survive termination of this Agreement.

 

Entire Agreement.

This Agreement, along with all the Policies incorporated by reference, sets forth the entire understanding between you and Collectively with respect to your use of the Application. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements (including any and all product testing and participation agreements), or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (regardless of whether it would materially alter this Agreement).

 

Translation.

Any translation of this Agreement is provided solely for your convenience and is not intended to modify the Agreement. All communications and notices given under this Agreement must be in the English language. In the event there is a conflict between a translation and the English language version, the English language version of the Agreement will control.

 

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