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Terms of Use

LAST UPDATED: JULY 30, 2020

These Terms of Use (the “Agreement”) are a legally binding contract between you on behalf of the entity you represent (the “Customer”) and Complect, Inc. (“Complect”). Customer and Complect are sometimes referred to herein individually as a “Party” and together as the “Parties.” You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use the site located at app.complect.com and any related software and services (collectively, the “Complect Platform” or “Services”). By signing up for, accessing, or using the Complect Platform, then you are agreeing to be bound by all of the terms and conditions of this Agreement as of the date of first access (the “Effective Date”). If you do not accept this Agreement in its entirety, you may not access or use the Complect Platform and you should immediately discontinue doing so.  By agreeing to this Agreement on behalf of a legal entity, (i) you represent and warrant to Complect that you are at least eighteen (18) years old and have the authority to bind such entity, its Affiliates and any representatives it allows to access and use the Services to this Agreement, (ii) you represent and warrant that the performance of your obligations under this Agreement will not violate any applicable law, or any contract, agreement, duty, judgment, order, decree or other obligation or restriction to which you are subject (iii) such entity is responsible for any breach of this Agreement by any of its representatives, and (iv) “you” and “your” as used herein will also refer and apply to such entity and its Affiliates that access the Services on its behalf. If you do not haves uch authority to bind or if you do not agree to this Agreement in its entirety, you must not use or authorize any use of the Complect Platform. “Affiliate”means an entity that controls, is controlled by, or is under common control with a Party where “control” means possession, directly or indirectly, of at least fifty (50%) of the voting equity of an entity. Complect may modify this Agreement at any time and each modification will be effective immediately upon posting on the site. The new Agreement will supersede any prior versions. If Complect makes a material change to this Agreement, as determined by Complect in its sole discretion, Complect will provide you with prior notice through the Complect Platform or by sending you an email to the email address you have registered with Complect. Your continued use of the Complect Platform after the effective date of a revised version of this Agreement constitutes your acceptance of the revised Agreement.

General Terms and Conditions

 

1. Access and Use of Services‍

  1. Right to Use. Complect grants you a non-exclusive, non-transferable, non-sub licensable, revocable, limited right to access and use the Services for your internal business purposes only in accordance with this Agreement and subject to your compliance with this Agreement and to the limitations and restrictions contained herein. Complect reserves any and all rights not expressly granted to you pursuant to this Agreement. The limited rights granted to you to access and use the Services do not constitute the sale of or license to any software program or other intellectual property.
     

  2. Complect Obligations. During the term of this Agreement, Complect shall provide customer support and general consultative services to you. In its sole discretion, Complect may change or modify its Services, including adding or removing features or functions, from time to time.
     

  3. Third Party User Compliance. You are responsible for compliance with the terms of this Agreement by any individual authorized by you to use the Complect Platform. This includes but is not limited to any and all (a) acts or omissions with respect to the Services and (b) activities that occur under your account or the account of an individual authorized by you to use the Services. The actions of these third party users on the Complect Platform shall be binding on you.
     

  4. Accounts and Profiles.

    (a) To access and use the Services, all users must sign up for an account (“Account”) with a username and password. You are responsible for safeguarding the password that you use to access the Services. Complect cannot and will not be liable for any loss or damage arising from your failure to comply with the above. You authorize Complect to assume that any individual using the Services with your username and password is authorized to act for you. You must notify Complect at admin@complect.com immediately if you suspect that a password has been lost or stolen, if you suspect that a password has been lost or stolen, if you suspect or become aware of any unauthorized use of an Account, or if the security of the Complect Platform has been compromised.​​

    (b) In the event that you grant permission to another individual to access theServices under your Account, you represent and warrant that (i) such individual shall be authorized to act on your behalf, (ii) you shall be financially and legally responsible for said individual’s acts and omissions, including, if applicable, entering into binding contracts on your behalf, and (iii) you shall be responsible and liable for any act or omission of any individual provided such permissions, including without limitation approving payments and entering into binding contracts on your behalf.

    (c) All users must create a user profile (“Profile”), which may be shown to other users of the Services unless a user modifies his or her Profile privacy settings within the Services. You agree to provide true, accurate and complete Profile information and all other fields and forms within the Services and to update any Profile information to maintain its truthfulness, accuracy and completeness. You agree not to provide any false or misleading Profile information, including without limitation, name, email address, location, number of employees, industry, jurisdiction, phone number, or skills and to correct any such information that is or becomes false or misleading. You will provide, on demand from Complect, verification of this information in such form as requested by Complect.

    (d) Complect may, in our sole discretion, refuse you or any other person any and all current and future access to the ComplectPlatform (or any part thereof) at any time and for any reason. We may also remove any Accounts that we consider, in our sole discretion, breaches thisAgreement or may cause reputational, operational, or other harm to Complect.

     

  5. Restrictions.
    You are solely responsible for your actions on the Complect Platform. Complect has the right, but not the obligation, to monitor your use of the Services to determine your compliance with this Agreement. Complect reserves the right to investigate and take action against any violations of the Agreement, which may include legal action.

    As a condition of your access to the site and use of the Complect Platform, you agree that (i) you will not use the Services if you are not fully able and legally competent to agree to this Agreement; (ii) you will only use theServices in compliance with all applicable laws and this Agreement; and (iii) you will not use the Complect Platform for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. In addition, except as specifically permitted herein, you agree that you will not, directly or indirectly (i) post, upload or transmit any information or content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services or any part thereof in any form or manner or by any means; (iii) remove or alter any copyright or other proprietary rights notice contained or included in the Services; (iv) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Services in any unauthorized manner; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services; (vi) harvest or scrape any content or data from the Services; or (vii) utilize the Complect Platform to spam or send unsolicited messages in violation of applicable laws or send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts agents or programs; (viii) circumvent any functionality that controls access to or otherwise protects the Services; or (ix) permit any other third party to engage in any of the foregoing. Any attempt to do any of the foregoing will be deemed a material breach of this Agreement and a violation of Complect’s rights. 

    You may end your legal agreement with Complect at any time for any reason by deleting your Account and Complect has the unlimited right to terminate or suspend yourAccount at any time and for any reason. For the avoidance of doubt, terminating your Account does not relieve you of your obligations with respect to any outstanding fees or payments owed to Complect.

 

2. Term and Termination​

 

  1. Term. The term of this Agreement becomes effective upon accessing the Complect Platform and extends until the termination of this Agreement by either Parties. Please refer to Section 2.4 for certain terms of this Agreement that will survive upon termination.
     

  2. Termination. Either Parties may terminate this Agreement in their sole discretion, at any time, without explanation. In the event you terminate this Agreement, your Account will be deleted and you agree to stop using our Services. You may not terminate this Agreement while having one or more open Projects on the Complect Platform. All Projects must be deemed 100% complete and all payments processed before your Account can be closed.
     

  3. Account Suspension/Termination.
    Without limiting Complect’s other rights or remedies, we have the unlimited right, but not the obligation, to suspend, revoke or terminate your Account and/or access to the Services at any time and for any or no reason. If your Account is temporarily suspended or permanently terminated, you may not use the Service sunder the same Account or a different Account or reregister under a new Account without our prior written consent. 

    If Complect decided to temporary suspend or permanently terminate your Account, we have the right where allowed by law but not the obligation to notify other users that have entered intoProjects with you to inform them of your closed Account status and/or provide those users with an explanation for your Account closure. You agree that Complect will have no liability arising from or relating to any notice that we may provide to any user regarding closed account status or the explanation for the closure.

     

  4. Survival. After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, but not limited to, provisions requiring arbitration, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement, and setting forth limitations of liability. The termination of this Agreement for any reason will not release you or Complect from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

3. Marketplace

  1. Complect Marketplace.
    As part of the Complect Platform, Customers may engage unaffiliated users with Specialist Accounts (“Specialists”) for consulting services. In this unaffiliated capacity, theSpecialist is offering their consulting services through the Complect Marketplace as an independent consultant, wherein Complect does not, in any way, supervise, direct, or control Specialist’s work. Customer is responsible for performing their own evaluation as to the worker classification of a Specialist for any work that a Customer engages a Specialist. The engagement will take the form of a project (“Project”) which is a contract governed by the terms established in the Project listing (“Project Listing”) and any other written agreement thatCustomer and Specialist deem appropriate (e.g., confidentiality agreements, assignment of rights, etc.) provided that any such agreements do not affect the rights or responsibilities of Complect as described herein. Complect is not a party to this or any contract Customer may enter into with Specialists and will not have any liability or obligations whatsoever under any such contracts. 

    Complect does not guarantee (i) the truth or accuracy of the Project Listings and Specialist profiles, (ii) the ability of a Specialist to deliver consulting services, (iii) that aSpecialist can or will complete a Project; (iv) the quality, safety, security or legality of any services advertised or provided by such Specialist, including but not limited to the consulting services, (v) and the reliability, capability, qualifications, background or identities of any Specialist.

    COMPLECT IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SPECIALISTS, THEIR CONSULTING SERVICES, AND/OR THE PROJECT LISTINGS. COMPLECT DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ADVICE OR DECISIONS MADE, OR ACTIVITY CONDUCTED BY, ANY SPECIALIST IN CONNECTION WITH ANY PROJECT. CUSTOMER 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 IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.

     

  2. Project Listings.
    Customers are requested to provide certain key Project information, including but not limited to, scope, deliverables, payment amount, and payment frequency as part of every ProjectListing. These terms form the basis for the direct contract betweenSpecialist(s) and Customer. Customer may provide its own contract, provided that each contain terms that are as protective of Complect as this Agreement.  

    Complect is not a party to any contract between Customer and Specialist. Complect acts as a third party beneficiary with respect to its payment rights and obligations in this Agreement and as directed by the terms of the Project Listing. The execution of a contract between Customer and Specialist will not, under any circumstance, create an employment, subcontracting or other service relationship between Complect and Specialist.

     

  3. Exclusivity Period and Buy-Out Fee.
    For a period of twelve (12) months from the later of (i) when a Customer identifies a Specialist through the Complect Platform or (ii) a Specialist completes their last Project with Customer (the “Exclusivity Period”), Customer will  exclusively use the Complect Platform to engage Specialist for consulting services or otherwise pay Complect the Buy-Out Fee to engage the Specialist independent of the Complect Platform. For the avoidance of doubt, an offer of employment to a Specialist in a part-time or full-time capacity is also subject to this Buy-Out Fee.  Customer must notify Complect of your decision to engage a Specialist independent of the Complect Platform. Since Complect encourages Customers to leverage the Complect Platform to engage potential new hires as Specialists on a trial basis before full time hire, Complect treats the Buy-Out Fee substantially similar to its Full-Time Fee and will post a full-time role listing that will match Customer with the selected Specialist of your choice and hire them in order to process this fee through its automated invoicing services on the Complect Platform. Customer will have two options for payment of the Buy-Out Fee:

    (a) The Customer shall pay Complect a one-off fee equal to fifteen percent (15%) of theSpecialist’s first-year annualized advisory contract or first-year annual salary as indicated in an offer letter or employment agreement. This fee will be payable upon Customer notifying Complect.  Customer hiring a Specialist in a full-time role is eligible for a full refund if Specialist is terminated or resigns within the first ninety (90) days (excluding company lay-off or downsizing).

    (b) The Customer shall pay Complect monthly installments equal to three percent (3%) of the Specialist’s first-year annualized advisory contract or first-year annual salary as indicated in an offer letter or employment agreement. The monthly installments shall begin upon Customer notifying Complect and continue for a period of six (6) months.

    Monthly installments will cease if Customer hires a Specialist in a full-time role and the Specialist is terminated or resigns (excluding company lay-off or downsizing) during the first six (6) months of employment. 

    During the Exclusivity Period, Customer may not make any complete or partial payments to any Specialist outside of the Complect Platform, or otherwise circumvent Complect’s invoicing and payments process, and any violation of the foregoing restrictions is a material breach of this Agreement. Upon expiration of the Exclusivity Period, Customer is free to directly engage with such Specialist outside of the Complect Platform.

     

  4. Project Fees.
    By engaging a Specialist through the Complect Platform, Customer agrees to pay the agreed upon Project fee disclosed in the mutually accepted Project Listing, including transactional costs detailed below:

    (a) Customers electing to pay Projects by ACH will be charged the ACH processing fees (0.8% capped at $5) and a $1.50 Complect admin fee. The exact calculation is as follows: 

    Total amount paid = (Project fee / (1 - 0.008)) + $1.5

    (b) Customers electing to pay with either a debit or credit card will be charged the card processing fees ($0.30/per transaction and 2.9%) and a $1.50 Complect admin fee. The exact calculation is as follows:  

    Total amount paid = ((Project fee + $0.03) / (1 - 0.029)) +$1.5 

    (c) Specialists receive the Project fee less a 10% finders fee retained by Complect. The exact calculation is as follows: 

    Total earnings = Project fee x 0.9 

    These Project Fees may vary depending upon additional factors as itemized in Section 4.1.

     

  5. Full-Time Fees.
    Customer may post a Project Listing to engage a Specialist as an employee (“Full-time Role”). For the avoidance of doubt, Project Listings for aFull-time Role can be for a position that requires less than a forty (40) hour work week. Full-time Roles are determined by whether the Specialist shall be an independent contractor or deemed a W-2 employee. Customer seeking an independent contractor should not post the position as a Full-time Role.Customer seeking to hire a Specialist in-house has two options for payment of the Full-Time Fee:

    (a) The Customer shall pay Complect a one-off fee equal to fifteen percent (15%) of the Specialist’s first-year annual salary disclosed in an offer letter or employment agreement. This fee will be payable upon Customer hiring the Specialist through their acceptance of an offer letter or employment agreement.  

    Customer may request a refund of this Full-Time fee if Specialist is terminated or resigns within the first ninety (90) days (excluding company lay-off or downsizing).

    (b) The Customer shall pay Complect monthly installments equal to three percent (3%) of the Specialist’s first-year annual salary disclosed in an offer letter or employment agreement. The monthly installments shall begin upon Customer hiring the Specialist through their acceptance of an offer letter or employment agreement and continue for a period of six (6) months.  

    Monthly installments will cease if Specialist is terminated or resigns (excluding company lay-off or downsizing) during the first six (6) months of employment.

     

  6. Ratings and Reviews. Complect encourages ratings and reviews for users in order to create more transparency in the Complect Marketplace. Users are provided the opportunity to complete a review or rating upon the successful completion of a Project. We rely on these ratings and reviews in our proprietary matching algorithms. Therefore, it is important that they be truthful and informative. Complect may remove or modify reviews in its sole discretion.
     

  7. Conduct.
    Customers utilizing theComplect Marketplace must act professionally, provide high quality work product, and act in good faith.  Complect has a zero-tolerance policy regarding any form of discrimination, harassment, or abuse.  Users may not refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable federal or state law.  Please report any instance of discrimination, harassment or abusive conduct to us at admin@complect.com. Complect may, in its sole discretion, temporarily or permanently terminate accounts associated with any Customers that do not meet our standards to participate in the Complect Marketplace.

     

  8. Mediation.
    In providing general customer service support, Complect may mediate a complaint or dispute between Customers to ensure a fair and timely resolution. Complect reserves the right to provide any remedy available under applicable law. All Customers must cooperate in Complect’s mediation activities, which may include but are not limited to:


    (a) Coordinate mediation between Customers involved in the complaint or dispute;

    (b) Review Project Listing, Project related communications, and work product;

    (c) Interview all Customers involved to obtain additional information;

    (d) Propose an appropriate outcome, including but not limited to, re-staffing the Project, providing a partial payment, providing payment refund;

    (e) Arbitrate negotiations with Customers; and

    (f) Execute the agreed upon outcome.

     

4. Fees and Payments

  1. Complect Fees.
    Pursuant to the terms of this Agreement, you shall owe and pay to Complect the fees and miscellaneous charges that arise from your use of our Services.  Complect markets its Services as three core products (i) the Compliance Command Center; (ii) the Complect Marketplace; and (iii) the Turnkey Consulting Suite. Except for Services connected with the Complect Marketplace, all other Services provided directly by Complect on the Complect Platform is assessed as an annual subscription based fee with the option for the Customer to pay by an annual lump sum (for a discounted rate) or spread across twelve (12) months.  The annual subscription based payments are inclusive of all transaction fees and applicable taxes where required by law.  Should a Specialist engage Complect for its Turnkey Consulting Suite and port its clients (“Ported Customers") onto the Complect Platform, the Project Fees described in Section 3.7. will vary as follows:

    (a) Ported Customers will not pay the $1.50 Complect admin fee for any projects with the Specialist that ported them;

    (b) Specialists will not be assessed a 10% finders fee on any projects with their Ported Customer; and

    (c) At Specialists’ discretion, Specialists may elect to incur the ACH and/or debit/credit card processing fees on behalf of their Ported Customers.

     

  2. Add-On Subscription Fees.
    Complect may offer additional features, functionality, and services offered by third party partners ("Add-ons"). Customer use of Add-ons is subject to the terms of this Agreement and applicable fees. Customer acknowledges that any Add-ons subscribed to or purchased through the Add-on Marketplace on the Complect Platform is a transaction between the Customer and the third party licensor of that Add-on ("Add-on Provider") only andComplect is not a party to such agreement. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein and the privacy and security of any of the Customer’s data processed by the Add-on, and any claims that you or any other party may have relating to that Add-on or use of thatAdd-on. In addition, Customer acknowledges that:

    (a) You are purchasing the license to each Add-on from the Add-on Provider of that Add-on;

    (b) Complect is acting as agent for the Add-on Provider in providing each such Add-on to you;

    (c) Complect is not a party to the license between you and the Add-on Provider with respect to that Add-on;

    (d) Complect is not responsible for that Add-on, the content therein, the privacy and security of any of your data processed by the Add-on, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on; and

    (e) You acknowledge and agree that Complect is a third party beneficiary of the agreement between you and the Add-on Provider for each Add-on, and that Complect will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

    By subscribing to or purchasing an Add-on, Customer grants Complect permission to share their user information and data with the Add-on Provider as necessary in order to provide the Add-on. The license granted to Customer for use of any Add-on is personal to the Customer, and is not sub licensable to end users. Customer may not provide or resell Add-ons to others.

     

  3. Payment Methods.
    In order to facilitate in-app purchases, Complect collects payment information from Customer at sign-up. Permitted payment methods include credit or debit cards and direct ACH debits from a bank account. Customer acknowledges, agrees, and understands that the payment method collected and maintained on file, associated with said Customer, will be utilized by Complect to process all fees arising from the use of the Complect Platform.

    Customer may designate a preferred payment method to your Account. If the preferred payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Complect may use a secondary payment method on your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Complect.

     

  4. Taxes.
    Customer shall be responsible for all applicable sales, use or similar taxes, if any, payable with respect to the Services provided under this Agreement or arising out of or in connection with this Agreement whether at the time of invoicing or later determined by a taxing jurisdiction. The Parties agree to cooperate with each other to determine their own tax liability and to minimize such liability to the extent legally permissible. Complect's invoices will state the amounts of any taxes Complect is collecting from you.

 

5. Content

  1. Definition. “Content” means any data, content or other materials you upload, post, publish, submit, send, store or display on the Complect Platform. You are solely responsible for all of your Content, and you and your end users agree not to upload any Content prohibited by applicable law or the restrictions in this section. You grant Complect a worldwide, non-exclusive, royalty-free, fully-paid license to access, use, reproduce, modify, transmit, display, index, aggregate, process and store the Content as necessary for purposes of the provision and operation of the Services and Account management.
     

  2. Use of Content.

    By using our Services, you represent and warrant that (a) you own or have a valid license to all Content; (b) you have all necessary consents, authorizations and/or legal permissions required to permit the processing of Content under this Agreement; and (c) none of your Content (i) constitutes protected information under law, such as, the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”); (ii) is subject to the International Traffic in Arms Regulations; (iii) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (iv) constitutes material, non-public information that would be in violation of any securities laws; (v) contains software viruses or any other computer code, files, or programs that interrupts, destroys or limits the functionality of any computer software or hardware or telecommunications equipment; (vi) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (vii) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or, in Complect's sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Complect or its users to any harm or liability of any kind.

    Complect has the right, but not the obligation, to monitor your use of the Services and your Content to determine your compliance with this Agreement. We will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to your Content, in accordance with industry standards.

    Complect will not access, view, or process your Content except (i) as provided in this Agreement; (ii) as authorized or instructed by you; (iii) as required to perform its obligations under this Agreement; or (iv) as required by applicable law. We have no other obligations with respect to your Content.

    You acknowledge and agree that Complect may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any of your Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Complect, its affiliates, officers, employees, representatives and agents, as well as Services users or the general public.

    You acknowledge and agree that Content that is published on the Services will be available to other users of the Services (“Shared Content”). Shared Content includes, but is not limited to (i) profiles and projects published on the Services and (i) comments, reviews, ratings, indicators of satisfaction, and other feedback left by you or other users. Complect is not legally responsible for any reviews posted or made available on the Services by you or any other users. We reserve the right, but are not obligated, to remove posted reviews or information that, in our sole judgment, violates this Agreement or negatively affects the Services, diminishes the integrity of the ratings and review system or otherwise is inconsistent with the business interests of Complect. You grant Complect a worldwide, non-exclusive, perpetual, royalty-free, fully-paid license to access, use, reproduce, modify, transmit, display, index, aggregate, process and store the reviews you leave about other users of the Services for purposes of the provision, operation and improvement of the Services.

    Complect and its suppliers monitor and collect data and information related to your use of the Services, and you acknowledge and agree that we own the aggregated and statistical data generated from the provision, operation or use of the Services (“Aggregated Data”), provided that our use of the Aggregated Data shall not directly or indirectly reveal your identity.

     

  3. Ownership.

    Complect is the exclusive owner of all work product delivered by us pursuant to a Project Listing (including any revisions, modifications and enhancements thereto) and any other software, specifications, documentation, ideas, know-how, techniques, processes, inventions or other intellectual property that we or our subcontractors may develop, conceive or deliver under this Agreement, including all patents, copyrights and other intellectual property rights thereto. This Agreement is not a sale and does not transfer to you any title or ownership in and to the content developed by us or Users on the Complect Platform, nor does this Agreement convey any rights in or to that content other than what is expressly set forth within this Agreement or Project Listings.

     

  4. Third Party Partners.

    Complect may offer additional features, functionality, and services offered by third party partners ("Add-ons"). Customer use of Add-ons is subject to the terms of this Agreement and applicable fees. Customer acknowledges that any Add-ons subscribed to or purchased through the Add-on Marketplace on the Complect Platform is a transaction between the Customer and the third party licensor of that Add-on ("Add-on Provider") only andComplect is not a party to such agreement. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein and the privacy and security of any of the Customer’s data processed by the Add-on, and any claims that you or any other party may have relating to that Add-on or use of thatAdd-on. In addition, Customer acknowledges that:

    (a) You are purchasing the license to each Add-on from the Add-on Provider of that Add-on;

    (b) Complect is acting as agent for the Add-on Provider in providing each such Add-on to you;

    (c) Complect is not a party to the license between you and the Add-on Provider with respect to that Add-on;

    (d) Complect is not responsible for that Add-on, the content therein, the privacy and security of any of your data processed by the Add-on, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on; and

    (e) You acknowledge and agree that Complect is a third party beneficiary of the agreement between you and the Add-on Provider for each Add-on, and that Complect will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

    By subscribing to or purchasing an Add-on, Customer grants Complect permission to share their user information and data with the Add-on Provider as necessary in order to provide the Add-on. The license granted to Customer for use of any Add-on is personal to the Customer, and is not sub licensable to end users. Customer may not provide or resell Add-ons to others.

     

6. Confidentiality
 

  1. Definition. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“DisclosingParty”) disclosed to the other Party (“Receiving Party”) in connection with this Agreement, whether orally or in writing, relating to the business and affairs of the Disclosing Party that is either designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information shall include, without limitation, pricing, Content (excluding Shared Content) and non-public information disclosed to the Receiving Party related to the Disclosing Party’s business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, products, designs, technology and technical information, and marketing plans. Confidential Information shall not include any information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) is or becomes available to the Receiving Party on a non-confidential basis from a third party who is not known by the Receiving Party to owe an obligation of confidentiality to the Disclosing Party with respect to such information; or (d) is independently developed by the Receiving Party without access to, use of, or reliance upon the Disclosing Party’s Confidential Information.
     

  2. Use of Confidential Information. The confidentiality obligations and use limitations set forth in this Section 6 shall remain in effect for a period of three (3) years from the disclosure of the Confidential Information; provided that all trade secrets shall remain subject to the terms hereof for as long as they are classified as such under applicable law. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, contractors, subcontractors, agents and/or representatives who have a need to know such Confidential Information and who are bound to protect such Confidential Information under substantially similar terms as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement (including, without limitation, as may be necessary to support or defend a claim arising under this Agreement).
     

  3. Exceptions. If the Receiving Party is required by law, court order or other legal, governmental or judiciary process to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party undertakes to obtain a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions hereof, the Receiving Party will disclose only such Confidential Information as is legally required to be disclosed.
     

  4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
     

  5. Marketing. Complect may publicly refer to you as a customer of Complect and may use your name and logos alongside the names and/or logos of other customers on our website, in customer lists, pitch proposals, investor presentations and sales presentations. The Parties may also participate in other marketing and referral activities as may be mutually agreed.

7. Dispute Resolution

  1. Informal Dispute Process

    If a dispute arises between you and Complect, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you and Complect agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Complect (including without limitation any claimed employment with Complect or successors), the termination of your relationship with Complect, or Services (each, a “Claim”) in accordance with this Section 7.

    Before serving a demand for arbitration of a Claim, you and Complect agree to first notify each other of the Claim. You agree to notify Complect of the Claim to admin@complect.com, and Complect agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Complect will then seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Complect, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Complect will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

     

  2. Arbitration.

    In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you and Complect agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.


    This arbitration provision applies to any Claim the parties may have and survives after your relationship with Complect ends. Claims covered by this arbitration provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement and use of Services. It is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

    Except as otherwise provided herein, arbitration will be conducted in Fairfax, Virginia in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Specialist that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Specialist is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

    You and Complect will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Specialist will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Complect to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Complect to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

    This arbitration provision does not apply to litigation between Complect and you that is or was already pending in a state or federal court. It also does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits.

    Nothing in this arbitration provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this arbitration provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this provision. This also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this provision. Nothing in this arbitration provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.

    Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this arbitration provision and may be maintained in a court of law. However, this provision affects your ability to participate in class or collective actions. Both you and Complect agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (a) the dispute is filed as a class or collective action and (b) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Complect agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Complect may lawfully seek enforcement of this provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

    In the event any portion of this provision
     is deemed unenforceable, the remainder of this arbitration provision will be enforceable. If any portion of the Class Action Waiver is deemed to be unenforceable, you and Complect agree that this arbitration provision will be enforced to the fullest extent permitted by law.
     

  3. Jurisdiction. You and Complect each agree to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Virginia, and you and Complect each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
     

  4. Limitation Period. In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 7) be instituted more than one (1) year after the cause of action arose.

8. Disclaimers and Warranties

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMPLECT MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPLECT DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability

Complect, its affiliates, licensors, sponsors, officers, directors, employees, or agents are not liable and you agree not to hold us responsible for any damages or losses arising out of or in connection with, but not limited to (i) your use of or your inability to use our Services; (ii) delays or disruptions with our Services; (iii) viruses or other malicious software obtained by accessing, or linking to our Services; (iv) glitches, bugs, errors, or inaccuracies of any kind on the Complect Platform; (v) damage to your hardware device from the use of our Services; (vi) the content, actions, or inactions of third parties’ use of our Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of Project Listings, user profiles, ratings, recommendations, and feedback (including their content, order, and display), (ix) composite Information, or metrics found on, used on, or made available through the Complect Platform; (x) and your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement.

IN NO EVENT WILL COMPLECT, OUR AFFILIATES, OUR LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIABILITY OF COMPLECT, OUR AFFILIATES, OUR LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO COMPLECT FOR YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

 

You will indemnify, defend, and hold harmless Complect, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for any and all (i) claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party ("Indemnified Claims") and (ii) claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User ("Indemnified Liabilities") relating to or arising out of the use of the Complect Platform.

These claims may include, but are not limited to, payment obligations or default incurred through use of the Services;Work Product or User Content developed, provided, or otherwise related to your use of the Services; the classification of Complect as an employer or joint employer any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; comply with applicable law by you or your agents; willful misconduct, or fraud by you or your agents; libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 10, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password or access provided through the assignment of a seat.

 

11. Assignability

User may not assign this Agreement or any of its rights or obligations hereunder without Complect's prior written consent.  However, Complect may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the terms of this Agreement are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

12. Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is invalid, illegal, or unenforceable and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the Parties.

13. Force Majeure

Complect will not be liable for any delay or failure to perform our obligations under this Agreement due to any cause beyond our reasonable control, including labor disputes, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, or restrictions imposed by law.

14. Access Outside of the United States

Complect makes no representations that the Complect Platform is appropriate or available for use outside of the United States. Those who access or use our Services from other jurisdictions do so at their own risk and are entirely responsible for compliance with applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control.

You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. In order to access or use the Complect Platform, you represent that you are not (i) a citizen or resident of a geographic area in which access to or use of the our Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State 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.

You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, then you will immediately cease using the Complect Platform.


15. Governing Law


Any dispute, claim, or controversy arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.  This Agreement is excluded from the United Nations Convention on Contracts for the International Sale of Goods.

16. No Waiver

 

Our failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect our right to later enforce or exercise it, unless we issue an express written waiver, signed by a duly authorized representative of Complect. Moreover, our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

17. Notices


Parties consent to the use of electronic means to deliver any notices pursuant to this Agreement. Notices will be given (i) by Complect via email (to the email address provided by you when registering for an Account); (ii) a reasonably prominent posting on the Complect Platform; or (iii) by you via email to admin@complect.com.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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