Revised October 5, 2017
THE FOLLOWING TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS IN CONNECTION WITH YOUR USE OF THE COLLABORATA ONLINE PLATFORM AND MARKETPLACE (HEREAFTER REFERRED TO AS “COLLABORATA”); THEREFORE, PLEASE REVIEW THEM CAREFULLY. BY CONTINUING TO USE OR ACCESS COLLABORATA AFTER READING THESE TERMS, YOU ARE HEREBY EFFECTIVELY AGREEING TO COMPLY WITH AND BE BOUND BY THESE TERMS AND CONDITIONS, WHICH MAY BE UPDATED FROM TIME TO TIME. IF YOU ARE UNWILLING OR UNABLE TO ABIDE BY THESE TERMS, PLEASE LEAVE COLLABORATA IMMEDIATELY AND DISCONTINUE YOUR USE INSTANTLY.
By accessing and using Collaborata applications, tools and features, including our website, www.collaborata.com, (collectively, “Collaborata”), you are hereby agreeing that you have read, understood and agreed to the following Terms and Conditions (the “Terms” or the “Agreement”), which are legally binding as entered by and between You and Collaborata, Inc., an Illinois corporation with offices at 420 W Huron St, Suite L108 Chicago, IL 60654.
“You” and “Your” shall refer to you, as a User, Client, Supplier, and/or Co-Funder of Collaborata.
“User” means someone who accesses, browses, crawls, scrapes, subscribes or in any way uses Collaborata.
“Lead Client” means someone who posts a research project for competitive bidding by Suppliers and/or for collaboration among potential Co-Funders or who, in partnership with a trusted Supplier, posts a fully proposed and priced-out project. The Lead Client will purchase at least one ten percent (10%) share of the proposed project, promote the project through Collaborata “Refer-a-Friend” program, make the final decision regarding selection of the Supplier, and be the ultimate decision maker throughout the process.
“Supplier” refers to someone who executes a project. As a Supplier, you will deliver all project work in a timely manner, foster an appropriate level of collaboration by engaging Co-Funders throughout the process, provide regular status updates, and promote the project through the Collaborata “Refer-a-Friend” program. Most important, the work you deliver as a Supplier on Collaborata will be of the highest quality and reflective of the methodology, design details, and will meet or exceed the overall scope and scale of your bid.
“Co-Funder” means someone who purchases a minimum of one share of a proposed project. “Co-Funder” is also asked to promote said project through Collaborata “Refer-a-Friend” program, and collaborate in shaping the project by adding comments to the project page and/or in other ways providing input to the Supplier and Lead Client.
“We,” “Us,” “Our” and “Company” shall refer to Collaborata.
“Refer-a-Friend Program” refers to the promotion or marketing of a project by a Collaborata user (the “Referrer”) to other potential co-funders and users of the platform (the “Friend”) via the “Refer This Project” link (directed through email, LinkedIn, and/or Twitter). The “Friend” who is referred to the project will receive a ten percent (10%) discount on their purchase, courtesy of the referring “Friend” (“the Referrer). If the “Friend” who was referred to the project commits to purchasing the project and the project becomes fully funded, the Referrer shall receive an amount equivalent to the Friend’s ten percent (10%) discount (the “Referral Bonus”). Individuals may check their Referral Fee balance at anytime through their Collaborata accounts on their “dashboard,” and at their option, they can either receive the Referral Bonus in the form of a check (once the balance exceeds $250.00) or a credit on their Collaborata account that can be applied for up to one year, assuming receiving a check or credit is not prohibited by their company or organization’s policies. It is the individual user’s responsibility to check with his or her company or organization to assure receiving payment by participating in the “Refer-a-Friend” is not prohibited by the company or organization’s policies. The Supplier who has posted and/or is selected to execute a project is not eligible to receive any “Referral Bonus” unless agreed to separately in writing with Collaborata.
“Content” means text, images, photos, audio, video, location data, and all other forms of data or communication.
“Your Content” or “User Content” refers to the Content that You’ve submitted, transmitted, posted, or made available to Collaborata through your account or otherwise.
“Collaborata Content” means the Content that we’ve created and made available on Collaborata.
“Third Party Content” refers to the Content that originates from parties other than Collaborata or its Users, Clients, Suppliers, Co-Funders in connection with Collaborata.
“Collaborata Marketplace Content” means all available Content on Collaborata, including User Content, Collaborata Content, and Third Party Content.
“Posting” and “publishing” mean uploading, posting, transmitting, sharing, storing, submitting or otherwise making available such information or Content onto Collaborata.
2. CHANGES TO THE TERMS.
We reserve the right to modify Our Terms from time to time as applicable. Although such changes to the Agreement may occur unexpectedly, without any prior notice, the most current version of Our Terms will always be located on this page. When in doubt as to its timeliness, check the top of the page, which indicates the last date of revision. All modifications to the Terms become effective and legally binding upon their posting onto Collaborata. As such, it is Your responsibility to regularly visit this page to review these Terms. Please note that Your access and use of Collaborata indicates Your acceptance of the effective Terms as of that time.
3. COLLABORATA: HOW DOES IT ALL WORK?
3.1 Access and Third Party Application Integration.
When you create your Collaborata profile, through any means, We will access Your profile information and credentials from said source in order to create Your Collaborata profile and grant You access to Collaborata.
If you create Your Collaborata profile through LinkedIn, You must enter into and accept the terms and conditions of the LinkedIn User Agreement, located at https://www.linkedin.com/legal/user-agreement (the “LinkedIn User Agreement”). By accepting this Agreement, You hereby acknowledge and agree to be also bound by the LinkedIn User Agreement, as may be amended from time to time. As a condition of this Agreement, You agree to provide Collaborata accurate and complete information about Yourself. Collaborata is not a party to the LinkedIn User Agreement, and as such, Collaborata has no obligations or liability to You under said LinkedIn User Agreement.
When You register for Collaborata through your LinkedIn profile, You represent and warrant that the provided Content by You is truthful and accurate and that it will continue to be so. In the event that You violate these Terms, We may remove any or all of Your Content, close Your Collaborata account, or completely ban You from Collaborata or any portion thereof. Your permission to access and use Collaborata is subject to the restrictions of this Agreement. Your Use of Collaborata is at your own risk as you might encounter Users trying to publish or post comments, messages and other Content that is offensive, inaccurate, objectionable, or otherwise inappropriate. We will attempt to stop such Users from accessing and using Collaborata, but please be advised that we are under no obligation to do so.
3.2 Collaborata Account.
At no time are You allowed to impersonate someone else by creating or using a LinkedIn or Collaborata account that belongs to anyone other than Yourself. All activities related to Your account are Your sole responsibility. In the event of any unauthorized use, You must notify us immediately. Please be advised that regardless of the situation, Collaborata reserves the right to close, disable or delete Your account for any or no reason, without notice or liability of any kind.
3.3 Commencing the Collaborata Process.
A project may be initiated through Collaborata in any of the following three manners:
Lead Client creates a project proposal by using the Collaborata Post-a-Project Wizard, which will prompt the Lead Client to provide required details about the project, including but not limited to, purpose, timeline and other applicable parameters. Once a project is posted, other Users will be able to “follow” the project and provide comments to further shape the project idea. Suppliers will then competitively bid on the project, and the Lead Client will select the winning Supplier. The “status” of Lead Client could also be purchased by a client (separately negotiated with Collaborata) through the purchase of a significant portion of the funding shares.
Supplier may post his or her own priced-out project proposal for which he or she is seeking funding. Supplier mitigates his or her risk by choosing a funding goal and timeline for the proposal. Users who choose to fund the project may also offer input. Supplier may also post a project that is immediately available for delivery, and therefore, such project may be purchased by and delivered to an individual user.
Lead Client-Supplier Team.
A Lead Client may partner with a Supplier, and together they may post a priced-out project for which funding can immediately begin. Other Users can “follow” the project to provide comments and help further shape the project’s parameters.
3.4 Selecting a Supplier.
A project that was first initiated by a Lead Client (but not in partnership with a Supplier) requires that the Lead Client select a Supplier through a competitive bidding process. Suppliers use Collaborata Bid-a-Project Wizard, which allows them to offer uniformly formatted and detailed bids, which cover all referral commissions and additional costs incurred by Collaborata, including the twenty-five percent (25%) Collaborata fee. The Lead Client will select the Supplier, and ultimately the winning bid (the “Project Price”).
3.5 Financial Commitment.
Upon selecting a Supplier and a Project Price, the Lead Client creates a campaign to raise funds for its project by offering other Users the opportunity to co-fund the project. As a Co-Funder who buys at least one share of a proposed project (“Co-Funder Share”), You hereby accept the offer from the Lead Client and/or the Supplier (depending on who initiated the project), whereby forming a contract with the Lead Client and/or the Supplier. Collaborata provides only the platform to connect the Lead Client and/or the Supplier with the Co-Funder, and as such, Collaborata is not a party to said contract. Furthermore, Co-Funders agree to be bound by their commitment to purchase the Co-Funder Share once the total funds pledged for said project equal at least the amount named as the Project Price. The amount a Co-Funder commits to for his or her Co-Funder Share is the amount that he or she will be charged once the project has been fully funded; the date upon which fundraising is complete is hereinafter referred to as the Fundraising Fulfillment Date. Co-Funders hereby agree to have sufficient funds available to ensure that the amount they pledged to for their Co-Funder Share will be collectible upon notice by Collaborata. When a Client-initiated project reaches its fundraising campaign goal, Collaborata shall collect 80% of the Project Price within ten (10) days from the Fundraising Fulfillment Date, and the remaining 20% of the Project Price within ten (10) days from the delivery date of the Product. Collaborata shall disburse payments to the Supplier as follows: (i) one-third of the funds within ten (10) days from the Fundraising Fulfillment Date; (ii) one-third of the funds within ten (10) days from the satisfactory delivery of all project reports and supplement data files to all current Co-Funders, and, in the case of presentations, scheduling the dates for those presentations; and (iii) one-third of the funds within thirty (30) days after delivery of penultimate payment.
If a project exceeds its funding goal (i.e., more than the required number of shares are purchased), Collaborata will share the “Revenue Overage” with both the Lead Client and the Supplier. Collaborata will, in its own discretion, determine and communicate the Revenue Overage percentage shares for each project in writing (with electronic communication sufficing as the means of communication). All Revenue Overage payments will be made quarterly.
Collaborata makes no guarantees nor is it liable for the fulfillment and satisfaction of any Co-Funder share payment. If a Co-Funder does not perform on a promise or a commitment for its Co-Funder Share payment, Collaborata, in its sole discretion, may choose to lead efforts to collect the funds. In the spirit of collaboration, Collaborata may request that the Supplier, the Lead Client, and potentially other Co-Funders assist in the collection of the unpaid amount(s), and their assistance will not be unreasonably withheld. Further, if the reason Co-Funder offers for nonpayment reflects any dissatisfaction as to the work quality, the experience of working with the Supplier, or an unreasonable delay in receiving any of the deliverables, and the Supplier is unable to resolve such dispute, Collaborata, in its sole discretion, may withhold payment to the Supplier in an amount equivalent to the outstanding co-funding payment(s). When and if these funds are collected, Collaborata will pay the Supplier the amount that had been withheld. Specifically, if the Lead Client and/or a Co-Funder is not satisfied with the delivery of the work because it does not reasonably match the project bid description, then the Lead Client and/or the Co-Funder may express such dissatisfaction directly to the Supplier as they expect the Supplier to deliver work that matches such descriptions, assuming those expectations are reasonably within the scope of the project bid. Similarly, the Supplier should address any concerns brought to his or her attention from the Lead Client and/or a Co-Funder as to their dissatisfaction with the delivered work, assuring that the final delivered product reasonably matches that which was described within the project posting. Given that the Lead Client and Co-Funders provide the Project Price payments to Collaborata, who in turn disburses such funds to the Supplier, Collaborata is simply a marketplace, enabling the creation, co-funding, and delivering of insights and research projects. Therefore, Collaborata is not a party to said contract among the Lead Client, Co-Funders and Supplier.
Collaborata is under no obligation to become involved in disputes between any Users, Clients, Suppliers, or any Third Parties arising in connection with the services provided by said parties. This includes any terms, conditions, warranties or representations associated with the research and insights projects posted on Collaborata. You hereby release Collaborata, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.
3.6 Product and Ownership.
Upon the completion of the market research or insights project, Supplier shall deliver the completed product (the “Product”) directly to the Lead Client and Co-Funders of the project. Collaborata and Supplier hereby grant each Co-Funder a non-exclusive, non-transferable license to use the Product for internal and external use both within Co-Funder’s business or organization and/or and to promote Co-Funder’s business or organization, subject to the terms set forth herein. Ownership of the copyrights for each project created by a Lead Client on its own or in partnership with a Supplier shall vest with the Lead Client and Collaborata, unless the project is created solely by a Supplier, in which case, copyright ownership will vest only with the Supplier. Except as expressly provided in Sections 3.6 (i) and (ii), Co-Funder may not copy, publish, display, reproduce, distribute, sell, transfer, sublicense, reverse engineer, disassemble or decompile the Product or any portion of thereof, or use the Product or any portion of thereof.
(i). Co-Funder’s marketing agencies and/or its consultants may use the Product only to benefit Co-Funder. If Co-Funder is a consultant, advertising agency, marketing agency, sales representative or works in a similar advisory capacity with its client(s), Co-Funder may share selective highlights of the resulting data and insights from time to time as it sees fit in its consultative and/or advisory role with its client(s), but Co-Funder may not share any of the project’s deliverables in whole or in significant part with its clients. Co-Funder’s sharing of the data and insights should not be to such an extent that, if the client would benefit from purchasing its own license, that the sharing would not make such a purchase redundant or less essential to the client. It is the Co-Funders responsibility to inform its agencies or consultants that they may not share any of the data or insights with any other client or party. Similarly, Co-Funder may excerpt highlights from the project’s deliverables in its external communications and media efforts upon receiving written permission from the Lead Client or Supplier, whose permission will not be unreasonably withheld, and by appropriately sourcing the Collaborata Project title and the Supplier’s company name. Similarly, Co-Funder may excerpt highlights to share with its various stakeholders, including, but not limited to, clients, prospects, and shareholders, but may not share any of the project’s deliverables in whole or in significant part with these various stakeholders. In such a case, Co-Funder is required to appropriately include the Collaborata Project title and any specific copyrighted designations (in addition to that outlined below), as so noted within the project deliverables, when excerpting from the Product.
(ii). If the Co-Funder is a consultant, advertising agency, or marketing agency, the Co-Funder may not share the Product in whole or in significant part with any of its clients or other offices (unless separately negotiated and agreed to in writing with Collaborata). Further, should the Co-Funder’s client(s) benefit from the Product in whole or in significant part, the Co-Funder may use Collaborata’s “Refer-a-Friend” program, which will extend a 10% discount to each client and a credit on Collaborata in the same amount to the Co-Funder.
All funded projects shall have their deliverables available for purchase exclusively through Collaborata. No Lead Client, Co-Funder, Supplier or any of their owners, officers, directors, employees, agents or representatives may reproduce, disclose, use, sell or commercially exploit any of the project deliverables, except as allowed pursuant to these Terms through the Collaborata. The parties hereto understand and agree that any such reproduction, disclosure, use, sale or commercial exploitation of a project deliverable outside of Collaborata shall be considered a circumvention of the Terms and a breach of this Agreement. At such time, Collaborata shall use all legal remedies at its disposal to remedy said breach.
Unless provided otherwise herein, Co-Funder may not disclose to any third parties the contents of the Product, including without limitation any source code of which Co-Funder may be aware. Co-Funder will use such security procedures to protect the aforesaid confidentiality of the Product as Co-Funder uses to protect the confidentiality of its own confidential information of a similar nature. Co-Funder will inform all of its pertinent employees and marketing agencies and/or consultants of the restrictions contained in these Terms, which will cause such employees and marketing agencies and/or consultants to abide by those restrictions. Co-Funder will be responsible for any breach of those restrictions by Co-Funder’s employees and marketing agencies and/or consultants and will immediately notify Collaborata by emailing email@example.com of any breach of those restrictions, and will take all steps within its power, including without limitation litigation, to limit such breach and its adverse consequences. Co-Funder agrees to reproduce the following notice on all permitted copies of the Product: “This work is protected by the United States copyright laws; copying, disclosing or transferring this work is restricted.” Collaborata may audit Co-Funder’s facilities at reasonable times and upon reasonable advance notice to verify that Co-Funder is not using the Product in violation of this Agreement.
4.1 Your Content.
We encourage you to contribute to Collaborata by posting and publishing project proposals, comments and messages by utilizing Our designated applications and programs. Given that one of our main purposes is to facilitate conversations regarding projects, we truly value the input of our Users. Since Your Content is just that, yours, You alone are responsible for the accuracy, truthfulness and reliability of that Content along with any and all associated risks. When You post Your Content on Collaborata, You represent and warrant that You own or have obtained the proper authorization to publish such Content. Be advised that you may expose yourself to liability for posting, transmitting, sharing or otherwise making available Content that is false, intentionally misleading, defamatory, infringing upon third-party rights, unlawful, or otherwise harmful. Although we may review, edit, or remove any Content from Collaborata at times, we make no representations as to any regular monitoring or checking of the appropriateness, reliability or quality of the Content.
4.2 License to Use Your Content.
When You post Your Content to Collaborata, You automatically grant Collaborata an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Content, for any purpose in connection with Collaborata or the promotion thereof. Also, you irrevocably waive and cause to be waived against Collaborata and its Subscribers any claims and assertions of royalties, fees, moral rights or attributions associated with Your Content. If You choose to voluntarily remove Your Content from Collaborata, which you may do at any time, the above granted license will automatically expire. Notwithstanding the foregoing, once a fundraising campaign has commenced, You cannot remove any Content from Collaborata without first receiving Collaborata’s written consent.
4.3 Collaborata Content.
As mentioned previously, the information, comments and messages that You post on Collaborata are Your Content, and You own Your Content. We only provide the platform and online services, which allow you to post Your Content on Collaborata. In turn, we own all Collaborata Content, which includes visual interfaces, interactive site features, graphics, design, computer codes, software, and all other elements of Collaborata, excluding Your Content and Third Party Content. Also, we possess the copyrights, trademarks, service marks, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with Collaborata Content. Such IP Rights are solely retained by Us, and You have no express or implied rights to modify, reproduce, distribute, create derivative works or adaptations of or in any way exploit any of Collaborata Content in whole or in part, unless otherwise authorized to do so.
4.4 Third Party Content.
User Content posted on Collaborata may direct You to Third-Party web sites or include links or information from Third Party Content. Third Party Content is not investigated, monitored or checked for accuracy, reliability or completeness by us. The posting of any such Third Party Content does not indicate any kind of implied approval or endorsement by us. If you decide to access, use or rely upon any third party websites or Third Party Content, you do so at your own risk.
4.5 Removing and Editing Content.
Although we have no obligation to monitor or check the reliability and appropriateness of Your Content, we reserve the right to edit, remove, or screen such Content at Our sole discretion, for any or no reason, without any prior notice. If You fail to comply with this Agreement, Your Content may be deleted and Your account closed. We are under no obligation to provide You with any notice of such actions or to offer You any copies of Your Content prior to deleting it from Collaborata.
The following uses of Collaborata, though not be construed as an exhaustive list of all restrictions, are explicitly prohibited and constitute an automatic violation and breach of this Agreement. All situations involving a possible violation of the Terms may be subject to an investigation by Collaborata if the Company finds such an investigation to be suitable and appropriate. Nonetheless, as per Your request alone, we are not obligated to enforce any of the following terms and conditions on Your behalf against another Collaborata User.
You represent and warrant that You will not act, perform, assist, encourage or enable others to use Collaborata in such a manner that would result in:
i. Violation of the terms and conditions of this Agreement;
ii. Collaborata Content that is (a) libelous, defamatory, obscene, abusive, or threatening; (b) an invasion of a party’s privacy rights and/or rights of publicity; (c) an infringement of a party’s intellectual property rights, including any copyrights, trademarks, patents or trade secrets; or (d) unlawful as it violates municipal, state or federal statutes;
iii. Modification, adaptation, appropriation, reproduction, distribution, or creation of derivative works or adaptations of, publicly displays, selling, trading, or in any way the exploitation of Collaborata or Collaborata Content, except as expressly authorized by the Company;
iv. Reverse engineering of any portion of Collaborata or any attempt to do the same;
v. An unauthorized access to Collaborata, accounts, computer systems or networks through hacking, password mining or any other similar means;
vi. Computer viruses, worms, defects, Trojan horses or other software viruses;
vii. Users receiving bulk emails, surveys, spam emails, or other mass messages, regardless of whether or not they are commercial in nature;
viii. Solicitation of personal information from minors or submitting or transmitting pornography; or
ix. Violation of any applicable law.
Collaborata is an open marketplace, meaning that all proposed projects may be seen by all Users. As such, Collaborata shall not be held liable for any damages resulting from any information published onto Collaborata that may be proprietary or confidential.
Furthermore, We reserve the right to disclose information about You to Third Parties if, in good faith, We believe that such disclosure is necessary to (a) take action regarding any suspected illegal activities; (ii) enforce this Agreement; (iii) comply with court orders, government inquiries, or legal process served on Us; or (iv) protect our rights, reputation and property as well as that of Our Users and visitors.
7. THIRD PARTIES.
Collaborata may include links to other websites or applications (“Third Party Resources”). Note that we do not control or endorse any Third Party Resources, and consequently, are not responsible for any information or content related to such Third Party Resources. Your access and use of Third Party Resources is at Your own risk.
You agree to indemnify, defend, and hold Collaborata, its subsidiaries, affiliates, any related companies, and each of their directors, officers, agents, contractors, partners, employees, and representatives harmless from any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with (i) any User Content, Third Party Content or Collaborata Content posted or shared by You on or through Collaborata; (ii) Your access to or use of Collaborata; (iii) Your violation of the Terms; (iv) Your infringement upon the intellectual property rights of any User, person or entity. Collaborata, at Your expense, may choose to assume the exclusive defense and control of any matter that requires indemnification by You. In such a situation, You hereby agree to fully cooperate with Our defense of these claims and to not enter into any settlement without Our prior written consent.
9. COMPANY DISCLAIMERS AND LIMITATIONS OF LIABILITY.
Each of the subsections below applies up to the maximum extent permitted under the applicable law. Nothing contained herein is intended to limit any rights that You may have which may not be lawfully limited. If You are unsure about this or any other section of this Agreement, please consult a legal professional prior to continuing to access or use of Collaborata. By accessing or using Collaborata, You represent and warrant that You have read, understood and agreed to these Terms. You are giving up substantial legal rights by agreeing to these Terms.
i. COLLABORATA IS MADE AVAILABLE TO YOU ON AN "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT COLLABORATA IS NOT OBLIGATED TO MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF COLLABORATA IS AT YOUR OWN DISCRETION AND RISK. COLLABORATA MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF COLLABORATA, ITS SAFETY OR SECURITY, OR CONTENT. ACCORDINGLY, COLLABORATA IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM COLLABORATA INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE PROJECT PROPOSALS, POSTINGS, MESSAGES AND ANY OTHER CONTENT THEREON.
ii. COLLABORATA MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY OR THIRD PARTY CONTENT LISTED ON COLLABORATA. ACCORDINGLY, COLLABORATA IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THIRD PARTY ACTIONS OR OMISSIONS.
iii. COLLABORATA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS AND CERTIFICATIONS OFFERED BY CLIENTS, CO-FUNDERS, SUPPLIERS AND THIRD PARTIES ON COLLABORATA, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A COLLABORATA REPRESENTATIVE SHALL CREATE A REPRESENTATION OR WARRANTY.
iv. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH COLLABORATA, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF COLLABORATA.
v. COLLABORATA DISCLAIMS LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
10. GOVERNING LAW AND VENUE.
By accessing or using Collaborata, You agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern this Agreement. For any claim, cause of action or dispute brought by either party, You hereby agree to submit and consent to the personal and exclusive jurisdiction and exclusive venue of the state and federal court located within Chicago, Illinois.
11. TERM AND TERMINATION.
You may terminate this Agreement at any time by closing your account, discontinuing your use and access of Collaborata, and providing the Company with a notice of termination at firstname.lastname@example.org. Nonetheless, We may, at any time, close Your account, suspend your ability to use certain features or portions of Collaborata, and/or ban You completely from Collaborata, for any or no reason, and without notice or liability.
These Terms and Conditions constitute the entire agreement between You and Collaborata regarding the use of Collaborata, superseding any prior agreements between You and Company relating to Your use of Collaborata. The failure of Collaborata to exercise or enforce any rights or provisions pursuant to these Terms shall not constitute a waiver of such rights or provisions in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.