LAST UPDATED: April 29, 2018
As used in this Agreement, the terms “you” and “your” mean each individual or entity that accesses, browses or uses the Site and the Complect Platform in any manner. If you are accessing the Site and/or using the Complect Platform on behalf of an entity, you represent and warrant to Complect that you personally satisfy the Eligibility criteria in section 2 below and, if representing an entity, you have the authority to bind such entity to this Agreement. Your agreement to these terms will be treated as the agreement of yourself individually or the entity you represent, as applicable.
YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE COMPLECT PLATFORM AND THE SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE COMPLECT PLATFORM, AND YOU MUST IMMEDIATELY DISCONTINUE DOING SO.
Complect may modify this Agreement or add or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Site. We will notify you of any changes either via a posting on the Site or an email to the email address associated with your account. Your use of the Site or the Complect Platform following any such posted notice constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review the Agreement regularly. Your continued use of the Complect Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
1. The Complect Platform
The Complect Platform is an online platform that (1) connects financial regulatory compliance specialists (which, for purposes hereof, may include certain consulting firms) (“Specialist(s)”) with financial services firms (including, but not limited to, fund managers, broker-dealers, financial advisers, banks, and commodity traders) (“Business(es)”) that need assistance with short-term and long-term regulatory compliance projects, (3) permits negotiation of the scope and terms of engagement with Specialists, (4) assists in the retention or hiring process, (5) facilitates the completion of work, and (6) processes payments (collectively, the “Services”).
Once admitted to use the Site, Businesses can post a one-off project (each, a “Project”) or a full-time employment position (each, a “Full-Time Role”) through the Site and stipulate any required applicant prerequisites, such as, but not limited to, years of experience, industry and/or jurisdiction expertise, and other skills (collectively the “Applicant Prerequisites”). Specialist may apply for any Project or Full-Time Role posted on the Site where they meet the Applicant Prerequisites. A Business may then retain or hire a Specialist from the pool of Specialists that apply for a Project or Full-Time Role.
Businesses and Specialists will be responsible for agreeing between themselves the terms and conditions that will govern their relationship in relation to each Project or Full-Time Role. Complect is not a party to any agreement or dealings between Businesses and Specialists. However, Complect will be a third-party beneficiary of any such agreements between Businesses and Specialists.
The Complect Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.
In order to create an account, you must provide us with your legal or business name and contact information. If you are registering on behalf of your employer or business organization (you could be a company, a partnership, or other legal entity) you must provide us with the name and contact information of a representative authorized to act on your entity’s behalf and this Agreement will be binding on your employer or business organization.
In addition, by creating an account, you represent and warrant that you are not (a) a citizen or resident of a country in which use or participation in the Complect Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
In addition, you confirm that you are not prohibited or limited in any way from acting as a Specialist or a Business on the Complect Platform by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to use the Complect Platform is limited in any way, you confirm that you have obtained all necessary consents or waivers to offer or receive Services on the Complect Platform. Notwithstanding the foregoing, Complect may determine your eligibility to create an account on the Complect Platform in its sole discretion.
Your use of certain Services may be also subject to additional eligibility requirements, as described below in the “Additional Terms” section.
Sign Up Data. When you sign up, you may be requested to provide your name, email address, location, number of employees, industry, jurisdiction, phone number and such other information to enable your registration as either a Business or Specialist. For Specialists, you will provide be required to provide further information in relation to your work experience, compliance expertise and education (hereinafter referred to as “Sign Up Data”).
In doing so, you hereby represent and warrant to Complect that:
Complect may, from time to time, use any of your Sign Up Data to make enquiries (either by us or by a third party engaged by us) as to the completeness, accuracy or truthfulness of your Sign Up Data and the information you have provided to us including the verification of your identity, ownership of email address or financial accounts. If you provide any information that is untrue or inaccurate, or if Complect has reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, Complect has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
Passwords. You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. Complect cannot and will not be liable for any loss or damage arising from your failure to comply with the above. If you believe your password is being used by someone else, please contact us at email@example.com.
Refusal of Service. Notwithstanding anything else in this Agreement, we may, in our sole and absolute discretion, refuse you or any other person any and all current and future access to the Complect Platform (or any part thereof) at any time and for any reason. We may delete User Submissions that we consider, in our sole and absolute discretion, breaches this Agreement or may cause reputational, operational or other harm to Complect.
4. Term and Termination
6. Electronic Communications
By using the Site and/or the Complect Platform, you consent to receiving electronic communications from Complect. These electronic communications may include information about the Complect Platform and features of the Site, notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or the Complect Platform. These electronic communications are part of your relationship with Complect. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Complect charges both Specialists and Businesses the following fees for creating, hosting and maintaining the Site, and for providing the Services:
Specialists. As consideration for providing the Services, a fee of ten percent (10%) may be deducted from any payments made to a Specialist in relation to a Project prior to depositing the remainder in the Specialist’s bank account (the “Specialist Project Fee”).
Project Fee. In the event a Business utilizes the Complect Platform to identify and engage a Specialist for a Project, the Business shall pay to Complect a fee (the “Project Fee”) equal to ten percent (10%) of any payments made to the Specialist in relation to the Project. The Project Fee will be automatically added to any payments made to the Specialist in relation to the Project and drawn from the Business’s credit card or bank account at the same time any payment is made to the Specialist.
Full-Time Fee. In the event a Business utilizes the Complect Platform to identify and hire a Specialist for a Full-Time Role (including in the event that a Specialist moves from a Project-based role to a Full-Time Role at the Business), the Business shall pay to Complect a fee (the “Full-Time Fee”) as set forth below; provided, that (a) the Business identified the Specialist via the Complect Platform, and (b) the Business successfully hires the Specialist for a Full-Time Role within twenty-four (24) months of first being presented with the Specialist via the Services. The Business will have two options for payment of the Full-Time Fee:
The Business shall pay Complect a one-off fee equal to fifteen percent (15%) of the Specialist’s first-year annual salary as stated in the employment agreement entered into between the Specialist and the Business. This fee will be payable on the start date as specified in the Full-Time Role posting on the Complect Platform. If the Specialist is terminated or resigns within the first ninety (90) days (excluding company lay-off or downsizing), Complect will refund any fees paid in full; or
A Business may select either option (1) or (2) above when they post the role to the Complect Platform.
Duplicate Candidates. If a Specialist on the Complect Platform is hired by a Business during the Exclusivity Period, such Business will be required to pay any applicable fees described herein to Complect even in cases where a Business may have viewed (or has been introduced to or otherwise identifies) the same Specialist on both the Complect Platform and through one (1) or more other recruiters for the same or a different Full-Time Role. Such fees may be wholly or partially refundable to the Business if the Business can demonstrate that it first identified the Specialist through a source other than the Complect Platform.
Buy-Out Fee. In the event a Business and a Specialist agree to work together on a full-time or part-time basis independent of the Complect Platform, provided (a) the Specialist was first identified by the Business via the Complect Platform, and (b) the Business successfully hires the Specialist for a full-time or part-time position within twenty-four (24) months of first identifying the Specialist via the Complect Platform, the Business will pay to Complect a fee equal to the greater of:
each, a “Buy-Out Fee”.
The Business shall notify Complect in writing of its intent to pay the Buy-Out Fee and provide Complect with a copy of the Off-Services Agreement within seven (7) days of entering into said agreement.
These are the only required costs of using the Site and the Complect Platform. In the future, we may offer optional costs for Businesses and Specialists looking to enhance their success on the Complect Platform, but they will be voluntary in nature. If you have further questions, please contact us at firstname.lastname@example.org.
9. Payment Processing
Payment processing services for users of the Services are provided by Stripe and are subject to the ' Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By continuing to operate as a user of the Services or by agreeing to these terms, you agree to be bound by the Stripe Services Agreement as it may be modified by Stripe from time to time. As a condition of Complect enabling payment processing services through Stripe, you agree to provide Complect accurate and complete information about you and your business, and you authorize Complect to share it and transaction information related to your use of the payment processing services provided by Stripe.
10. Tax Reporting
As a U.S. based company, Complect is required by the IRS to provide a 1099-K for each account that meets all of the following criteria: (i) is based in the United States; (ii) is paid over $20,000 through the Complect Platform in a single calendar year; and (iii) has more than 200 charges in a single calendar year.
Except as provided for above, Complect will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Specialist Project Fees, or any other fees or payments received through the Services. Specialists will be solely responsible for determining whether they are required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Specialist Project Fees, or any other fees or payments received or made through the Services, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities.
11. Prohibited Content/Conduct
You are solely responsible for all of your User Submissions, and agree not to upload any User Submissions prohibited by applicable law or the restrictions in this section 11. Complect has the right, but not the obligation, to monitor your use of the Complect Platform, your User Submissions and the Services you perform to determine your compliance with this Agreement. Complect reserves the right to investigate and take appropriate legal action against any Specialists or Businesses who violate this section 11.
As a condition of your access to the Site and use of the Complect Platform, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Complect, in its sole and absolute discretion, deems to be inappropriate and (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Complect, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited content and prohibited conduct include, without limitation, the following:
12. Proprietary Property
13. Protecting Intellectual Property; Digital Millennium Copyright Act.
14. Third Party Websites
The Site and the Complect Platform may contain links to independent third-party websites and/or services (collectively, “Linked Sites”). Complect has no control over, does not endorse, and is not responsible for any Linked Sites, and Complect shall have no liability to you for any damages or losses you incur by visiting or using Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. Complect encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting.
Use of Confidential Information. You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any Disclosing Party without that party’s prior written permission, or in violation of any express or implied duty or contractual right. Where you are legally required to disclose the Confidential Information, you shall inform the Disclosing Party of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
You will keep strictly confidential all Confidential Information and not disclose in any way, misappropriate or make available to any third party, directly or indirectly, any Confidential Information, except as may be required by applicable law or legal process or with the Disclosing Party’s prior written consent. You shall notify the Disclosing Party immediately upon becoming aware of a suspected or actual breach of this obligation.
Complect will not disclose or make available to any third party, directly or indirectly, your Confidential Information, except where we have your permission, where the Confidential Information is already in the public domain (through no breach of this Agreement), in furtherance of your use of the Complect Platform, to enforce this Agreement or if legally compelled to do so.
16. Disclaimer; Exclusion of Warranties.
COMPLECT IS NOT AN INVESTMENT ADVISER AND DOES NOT PROVIDE LEGAL OR FINANCIAL ADVICE.
COMPLECT DOES NOT ENDORSE ANY PARTICULAR INTERPRETATION OF, OR ADVISE WITH RESPECT TO, STATE AND FEDERAL LAWS AND REGULATIONS GOVERNING SECURITIES, COMMODITIES OR OTHER FINANCIAL INSTRUMENTS, AND DOES NOT PROVIDE ADVICE REGARDING ANY REGULATIONS PROMULGATED BY (OR THE VIEWS OF THE STAFF OF) THE SEC, CFTC, FINRA, OR OTHER FEDERAL OR STATE AGENCIES OR SELF-REGULATORY ORGANIZATIONS. COMPLECT MERELY SERVES AS A VENUE TO FACILITATE INTERACTIONS AND TRANSACTIONS BETWEEN SPECIALISTS AND BUSINESSES.
COMPLECT DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY ADVICE OR DECISIONS MADE, OR ACTIVITY CONDUCTED BY, ANY SPECIALIST IN CONNECTION WITH ANY PROJECT POSTED BY A BUSINESS TO THE SITE. EACH BUSINESS AGREES THAT IT WILL BEAR ANY AND ALL RISK OF RELIANCE ON THE ACCURACY, VALIDITY OR LEGITIMACY OF ANY CONTENT OR INFORMATION ON THE SITE.
COMPLECT RELIES ON THE INFORMATION THAT SPECIALISTS AND BUSINESSES PROVIDE IN ORDER TO PROVIDE THE PROFILES AND PROJECTS ON THE SITE. THIS INFORMATION IS USED IN THE SERVICES. COMPLECT IS NOT REQUIRED TO AND NOR DOES IT, VERIFY THE TRUTH, ACCURACY, APPROPRIATENESS OR COMPLETENESS OF THE INFORMATION YOU PROVIDE US. WE DO NOT UNDERTAKE ANY BACKGROUND CHECKS OR OTHER ASSESSMENTS ON SPECIALISTS OR PROJECTS. ANY INFORMATION COMPLECT MAKES AVAILABLE IS BASED ON THE INFORMATION YOU PROVIDE TO US. WE MAKE NO REPRESENTATION (EXPRESS OR IMPLIED) AS TO THE SUITABILITY OF A SPECIALIST, BUSINESS OR PROJECT NOR DO WE ENDORSE OR MAKE SPECIFIC RECOMMENDATIONS ABOUT ANY SPECIALISTS OR BUSINESSES.
THE SITE AND THE SERVICES, AND ALL OF THE CONTENT, INFORMATION, ADVICE, FEEDBACK AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH THE SITE OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE SITE AND/OR THE SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT COMPLECT DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, COACHING, ADVICE AND/OR FEEDBACK SERVICES GIVEN THROUGH THE SITE OR THE SERVICES. COMPLECT IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.
COMPLECT IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE AGREEMENT OR THE ADDITIONAL TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF COMPLECT. UNDER NO CIRCUMSTANCES SHALL COMPLECT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE AGREEMENT OR ADDITIONAL TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE SITE OR FROM THE CONDUCT OF ANY USER OF THE SITE OR THE SERVICES OR ANY USER OF ANY LINKED SITE (REGARDLESS OF WHETHER SUCH CONDUCT VIOLATES THE AGREEMENT OR ADDITIONAL TERMS, OR WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).
COMPLECT ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE SITE. COMPLECT IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE.
COMPLECT DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE SERVICES AND COMPLECT MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES.
COMPLECT DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SITE, YOU AGREE THAT COMPLECT SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.
17. Limitation of Liability.
IN NO EVENT SHALL COMPLECT, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE SITE OR THROUGH THE SITE OR THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPLECT’S SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THROUGH THE SITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE SITE OR THE SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPLECT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree to indemnify, defend and hold harmless Complect, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, agents, partners and employees, from and against any and all losses, liabilities, claims, damages and demands, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of (i) your access to and/or use of the Site and the Complect Platform, including, without limitation, any content, services and/or products offered thereby or in connection therewith; (ii) a violation or breach by you, or any user of your account, of any terms of the Agreement or of any Additional Terms, including, without limitation, a breach of any of the representations, warranties or agreements set forth in the Agreement and the Additional Terms (including, without limitation, a violation of any third party right, including without limitation any copyright, property, or privacy right); and/or (iii) any content that you post on or through the Site or the Complect Platform, including, without limitation, any claim that your content, in whole or in part, caused damage to a third party. This defense and indemnification obligation will survive following the termination of your use of the Site and the Complect Platform.
19. Dispute Resolution
You are solely responsible for your interactions with users of the Site and the Complect Platform, and any other parties with whom you interact on or through the Site, the Complect Platform and/or the Linked Sites. Complect reserves the right, but has no obligation, to become involved in any way with these disputes. To the extent that Complect offers assistance in resolving such disputes, such assistance will be informal in nature and not legally binding on the parties. In the event that a party refuses to cooperate or comply in connection with a Complect-assisted dispute recommendation, each party shall have the right to pursue any and all legal actions and remedies available under applicable law.
20. Additional Terms.
21. Other Terms.
The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York in the United States, without regard to its conflict of law provisions. Complect has the right to assign the Agreement and/or its rights hereunder, in whole or in part, to any third party. You do not have the right to assign the Agreement. The failure of Complect to exercise or enforce any right or provision of the Agreement shall not operate as a waiver by Complect of such right or provision. The section titles in the Agreement are for convenience only and have no legal or contractual effect. The Agreement operates to the fullest extent permissible by law. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be unlawful, void or unenforceable, such provision (i) is deemed severable from the Agreement and does not affect the validity and enforceability of any remaining provisions which shall remain in full force and effect and (ii) shall be limited or eliminated to the minimum extent necessary to comply with the applicable law. Complect reserves all rights in and to the Site, including the Complect Platform and the other content posted thereon, unless otherwise expressly provided by this Agreement. Complect reserves the right to modify or discontinue any aspect of the Complect Platform at any time without any liability to you, but will notify you of any material changes via a posting on the Site. You consent to the use of electronic means to deliver any notices pursuant to this Agreement. Notices will be given: (a) by Complect via email (in each case to the email address that you provide when registering your account); (b) a reasonably prominent posting on the Complect Platform; or (c) by you via email to email@example.com. Specialists operate as independent contractors in connection with each Project, and as employees of the Business that hires them in connection with a Full-Time Role. This Agreement does not create an employment relationship, joint venture, partnership, or other type of business entity between you and Complect. In no event can you represent to other persons that an employment relationship, joint venture, partnership, or other type of business entity has been formed with Complect. You shall not represent yourself as acting as the agent or an employee of Complect.
22. Notice for California Users.
Under California Civil Code Section 1789.3, users of the Complect Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Complect LLC, firstname.lastname@example.org.
23. Reporting of Violations.
If you become aware of any misuse of the Site or the Complect Platform or any violation of the Agreement, please report such misuse and/or violation by sending an email to Complect at email@example.com.