I. OUR SERVICES AND RESTRICTIONS ON USE.

• A. PeopleCaddie connects professional, skilled, and vetted independent contractors (“Contractors”) with employers seeking to hiring such independent contractors (“Clients”) for temporary work assignments (an “Assignment”). Clients may post job openings through the Sites, or third-party servicers, to which Contractors may apply by providing their employment information, including but not limited to, their resume or CV. PeopleCaddie also provides Contractors with the option to have their Profile (defined below) shared directly to Clients who may be interested in the Contractor’s services without the Contractor having to apply to a job posting from the Client (“Profile Sharing Service”). A Contractor may choose to opt in or to opt out of the Profile Sharing Service at any time by navigating to “Settings” within the App and selecting whether or not they would like to have their Profile shared through the Profile Sharing Service. If a Contractor opts out of the Profile Sharing Service, their Profile may still be shared with Clients for job postings that the Contractor applied to.

• B. PeopleCaddie Materials. Our Services, the Sites, our systems, our databases, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans, specifications, or reports, that are provided or used by PeopleCaddie or any subcontractor engaged by us in connection with our Services or otherwise comprise or relate to our Services, the designs of each of the foregoing, and any and all intellectual property rights in the foregoing (collectively, the “PeopleCaddie Materials”) shall at all times remain the exclusive property of PeopleCaddie and its third-party licensors. Any third-party software included in our Services is licensed subject to the additional terms of the applicable third-party license.

• C. Access. Subject to these Terms of Use and any additional terms of any third-party licenses applicable to our Services, PeopleCaddie grants you a limited, revocable, nonexclusive, nontransferable, non-sublicensable personal right to access and make use of the Services solely for the benefit of you and for no other commercial purpose. If you do not comply with these Terms of Use, PeopleCaddie reserves the right to revoke your license or limit your access to the Sites. Any use of our Services that exceeds the rights expressly stated in these Terms of Use is strictly prohibited and constitutes a violation of these Terms of Use, which may result in the termination or your right to access and use our Services.

• D. Children. The Services are not aimed at nor intended for children under the age of 18. If you are under the age of 18, you MAY NOT USE the Sites.

• E. Restrictions on Use. You agree to use the Services only for lawful purposes and to follow all applicable laws and regulations. While using the Services, you will not:

  • License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Services in any way;

  • Copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Services are based;

  • Use our Services to develop competing or similar products or services;

  • Use our Services for unlawful purposes, or violate any laws, regulations, third-party rights, including intellectual property rights, or PeopleCaddie’s policies;

  • Be libelous, defamatory, harmful, harassing, threatening, misleading, or discriminatory;

  • Affect us adversely or reflect negatively on the Sites, PeopleCaddie, our goodwill, name or reputation;

  • Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Services for any reason, unless you have received PeopleCaddie’s explicit permission to do so;

  • Take any action to, or attempt to, circumvent, compromise or defeat any security measures implemented in the Sites including to gain unauthorized access to the Sites, other users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Sites or to use the Sites in any manner which violates or is inconsistent with these Terms of Use;

  • Introduce into our Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Services, or perform any such actions, or any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person;

  • Modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Sites or the rights or use and enjoyment of the Sites by any other person, company or agency (collectively, “Person”);

  • Collect, obtain, compile, transmit, reproduce, delete, revise, display any material or information, whether personally identifiable or not, posted by or concerning any other Person in connection with use of the Sites, unless you have obtained the express, prior permission of such other Person;

  • Impersonate any other Person.

• F. Registration and Account Information. To use the Services offered through the Sites, a User must register and create an account (“Registered Account”). To register and create an Registered Account, you must create login credentials (a username and password) and subsequently provide personal information, including, but not limited to, your name, contact information, a reference(s), and other work history information to create your User profile (“Profile”). As a registered User, it is your sole responsibility to maintain confidentiality of your login credentials and accuracy and completeness of your Profile information. You will be responsible for all activities that occur under your Registered Account. Should you become aware of or suspect any unauthorized use(s) of your Registered Account, you will immediately notify PeopleCaddie. You will ensure that you exit from your Registered Account at the end of each session when accessing our Services.

•  

• G. Rating. In the course of using the Services, Clients may provide a performance rating (“Rating”) of the work performed by a Contractor once an Assignment between is completed. Users of the Services will be able to view the Rating. This Rating will be displayed on the Contractor’s Profile and Contractors will be unable to remove the Rating given to them by Clients. Contractors have the ability to drop their lowest Rating after they complete five (5) separate Assignments. Contractors shall not contact any Client regarding a Rating that the Client gave the Contractor. Violations of this provision may include suspension or termination of a Contractor’s use of and access to the Services.

•  

• H. Removal of Access. Your access to our Services is provided on a temporary basis with no guarantee of future availability or continued right to access. You agree that we may immediately suspend or terminate your access to our Services or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of these Terms of Use or other incorporated agreements or guidelines; (2) discontinuance or material modification to our Service; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.

•  

• I. Modifications. At our sole discretion, and without prior notice or any liability to you, we may alter or discontinue our Service, or any aspect of, restrict the time our Services are available, or restrict the amount of use permitted. We may also install bug fixes, updates, modifications, enhancements, or upgrades to our Services without prior notice or liability to you. If you do not want a modification we make to our Service, your only remedy is to cease use of our Services and to delete your Registered Account.

•  

• J. Mobile App and Use. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using our Services on your mobile, handheld device, whether you access the Services through an App or internet browser. You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using our Services, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.

•  

II. CONTENT AND DATA OWNERSHIP.

• A. Our Content. Our Services may include or provide access to information, software, photos, videos, graphics, images, music, sounds or other material or information that is provided by PeopleCaddie or third parties (collectively, the “PeopleCaddie Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You do not acquire rights in or to the PeopleCaddie Content other than a non-exclusive right to access and use the PeopleCaddie Content solely in accordance with this Terms of Use and in connection with your use of our Service. Our rights in the PeopleCaddie Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You shall not obscure, remove or destroy any proprietary rights marks or notices contained in or on the PeopleCaddie Content.

• B. Feedback. We welcome any comments, suggestions, information, or feedback you may provide regarding our Services (collectively “Feedback”). By submitting Feedback, you agree to assign, and hereby irrevocably assign to PeopleCaddie all right, title, and interest in and to the Feedback, as well as other intellectual property rights associated in such Feedback on a worldwide basis (including but not limited to any moral rights you may have in Feedback). PeopleCaddie shall be free to use, copy, distribute, publish and modify Feedback on an unrestricted basis, without any compensation to you. By submitting Feedback, you represent and warrant that you are the owner of such Feedback and have the right to grant us the above licenses, or that you have obtained the required consent to do so.

• C. Ownership of Intellectual Property. PeopleCaddie or its licensors exclusively own all right, title and interest in and to our Service, PeopleCaddie Content, PeopleCaddie Materials, and Feedback, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto (collectively, “PeopleCaddie IP”). Except as expressly provided herein, you have no right, license, or authorization with respect to any of the PeopleCaddie IP. If you are ever deemed to be the owner of any of the PeopleCaddie IP, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm our right, title and interest in the PeopleCaddie IP. Any unauthorized use of any PeopleCaddie IP, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes.

• D. User Content. Our Services include features that allow you to upload, submit, store, transmit or download data, information (including personal information such as your name, contact details, or work history), or other content (collectively, “User Content”). By submitting User Content to our Service, you grant PeopleCaddie a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free right and license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sublicense through multiple tiers, dispose of, assign, create derivative works of, and compilations incorporating User Content for the purposes of: (i) providing our Service, (ii) performing obligations owed to our Clients; and (iii) carrying out other lawful business purposes. We reserve the right to remove User Content from our Services at any time and for any reason without notification to you. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER CONTENT THAT YOU POST OR PROVIDE THROUGH OUR SERVICE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER CONTENT, PEOPLECADDIE CONTENT AND MATERIALS, OR OTHER CONTENT YOU FIND ON OUR SERVICES ARE SOLELY YOUR RESPONSIBILITY. Under no circumstances will we be liable in any way for User Content or for any loss or damage of any kind incurred as a result of any User Content processed through our Service.

• E. User Content Restrictions. You agree that you will not upload, submit, post, or otherwise transmit any User Content that: (i) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity, or otherwise unlawful; (ii) violates any applicable law, statute, ordinance, or regulation, including but not limited to privacy laws; (iii) puts in jeopardy the security of your Registered Account and Profile, PeopleCaddie, other Users, our Clients, or our Service; (iv) would or does violate, misappropriate or infringe the proprietary, privacy, publicity, or intellectual property rights of PeopleCaddie, our Users, our Clients, or any third party; or (v) promotes or displays any of the following content: (a) pornography or obscene materials; (b) profanity, abusive, threatening, violent or otherwise illegal; (c) discriminatory or content that promotes or encourages racism, sexism, hatred, or bigotry; (d) profanity; or (e) illicit drugs and drug paraphernalia.

III. REPRESENTATIONS.

By accessing our Services or creating a Profile, you hereby represent and warrant that: (1) you (a) are at least the age of 18; and (b) have the power and authority to enter into and perform your obligations under this Agreement; (2) all information provided by you to us is truthful, accurate and complete, including but not limited to your legal name, contact information, your Profile information, and any other information that we may reasonably require; (3) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of our Services; (4) your access to and use of our Services or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (5) you will immediately notify us in the event that you learn or suspect that your Registered Account or Profile has been accessed by a person other than you; (6) you will not use our Services in order to gain competitive intelligence about us, our Services, or any product or service offered via our Services or to otherwise compete with us; and (7) your User Content and Feedback do not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and constitutes an original work of authorship by you.

IV. PRIVACY.

We collect, store, and use data collected from you in accordance with our Privacy Policy located at www.peoplecaddie.com/privacy_policy. The terms and conditions of our Privacy Policy are hereby expressly incorporated into these Terms of Use.

V. LINKS TO THIRD-PARTY SITES.

PeopleCaddie or third parties may provide links to other websites or resources on the internet through the Sites. PeopleCaddie has no control over such websites or resources. As such, you agree that we are not responsible or liable for the availability of other external websites or resources and are not responsible or liable for any content, advertising, products, or materials on or available from such websites or resources, including any damage or loss caused or alleged to be caused by your use or reliance on any materials from third parties. You access the other linked websites and resources at your own risk. We strongly encourage you to review the terms of service and privacy policies of any third-party sites you may visit from our Services.

VI. DISCLAIMERS.

THE SERVICES ARE PROVIDED BY PEOPLECADDIE ON AN “AS IS” AND “AS AVAILABLE” BASIS. PEOPLECADDIE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, PEOPLECADDIE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. PEOPLECADDIE MAKES NO WARRANTY THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT USING OUR SERVICES WILL RESULT IN EMPLOYMENT, OR THAT ANY PEOPLECADDIE CONTENT WILL BE RELIABLE,ACCURATE, OR FREE FROM ANY ERRORS, OMISSIONS, OR INCORRECT INFORMATION.

PEOPLECADDIE USES REASONABLE EFFORTS TO MAINTAIN ITS SITES AND SERVICES, BUT PEOPLECADDIE IS NOT LIABLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE SITES, SERVICES, RELATED TECHNOLOGY, OR ANY PART THEREOF, ANY CONTENT POSTED USING THE SERVICES, OR ANY DAMAGES (SUCH AS LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES) THAT MAY RESULT FROM ANY SUCH DEFECTS OR FAILURES. THE SERVICES MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING WITHOUT LIMITATION: (A) EQUIPMENT MALFUNCTIONS; (B) PERIODIC MAINTENANCE PROCEDURES OR REPAIRS; OR (C) CAUSES BEYOND THE CONTROL OF PEOPLECADDIE OR WHICH ARE NOT FORESEEABLE BY PEOPLECADDIE. WE DO NOT WARRANT THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SERVICES WILL BE CORRECTED, THAT OUR SERVICES AND ANY CONTENT OR INFORMATION FOUND ON OUR SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH OUR SERVICES OR ANY PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

VII. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL PEOPLECADDIE OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES THAT RESULT FROM YOUR USE OR INABILITY TO USE THE SITE AND SERVICES, INCLUDING YOUR RELIANCE ON ANY INFORMATION OBTAIN FROM THE SERVICES, THAT RESULTS IN MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR CORRUPTION OF FILES, VIRUSES, DELAYS IN OPERATING OR TRANSMISSIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER CLAIM, EVEN IF PEOPLECADDIE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE WILL PEOPLECADDIE BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE HUNDRED U.S. DOLLARS ($100.00 USD). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

FOR CALIFORNIA RESIDENTS: IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST RELEASED PARTIES.

VIII. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless PeopleCaddie, our Clients, third-party service providers or licensors, our affiliates and our officers, directors, shareholders, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, obligations, damages, losses, liabilities, expenses, and costs, including reasonable attorneys’ fees, arising from (a) your access or use, or misuse, of the Services; (b) your actual or alleged breach of these Terms of Use or any applicable law; or (c) infringement or misappropriation of any intellectual property or other rights of PeopleCaddie or third parties by you. Contractors agree to indemnify, defend and hold harmless the Indemnified Parties from any and all claims in regards to Rating(s) they have received by Client(s).

IX. EXPORT.

In accessing the Sites, you are responsible for compliance with all applicable local laws. Certain software or other materials that you may obtain through the Sites may be further subject to export controls. You will comply with all applicable export and re-export restrictions, laws, and regulation, and you will not transfer, encourage, assist, or authorize the transfer of any software or materials to a prohibited country or otherwise in violation of any restriction, law, or regulation.

X. TERMINATION.

These Terms of Use are effective unless and until terminated by PeopleCaddie. You may terminate these terms at any time by discontinuing use of the Services and deleting your Registered Account and Profile. You may delete your Registered Account and Profile by sending a written request to [email protected]. Your access to the Services may be suspended or terminated immediately without notice from us if, in our sole discretion, you fail to comply with any term or provision of these Terms of Use. Upon termination, you must cease use of the Services and destroy all materials obtained from such site and all copies thereof, whether made under these terms and conditions or otherwise.

XI. DMCA NOTIFICATION OF COPYRIGHT INFRINGEMENT.

If you believe that the Sites contain elements that infringe your copyrights, please provide PeopleCaddie’s designated copyright agent with the following information in writing:

• A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

• Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and/or an electronic mail address at which the complaining party may be contacted;

• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

PeopleCaddie
5600 River Road
Suite #800
Rosemont, Illinois 60018
United States of America
Attention: DMCA Agent

For additional information regarding this procedure, please reference 17 U.S.C. § 512.

XII. DISPUTES.

• A. Arbitration. Any claim, dispute, or controversy arising out of or relating to the Services, these Terms of Use, or the breach, termination, enforcement, interpretation or validity of this Agreement, will be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator. Payment of all filing, administration and arbitrator fees will be governed by AAA’s applicable rules. The arbitration shall be held in Cook County, Illinois. The arbitrator’s decision shall be controlled by these Terms of Use and any of the other agreements referenced herein.

• B. Limitation on Time to File. IF YOU DO NOT FILE A DEMAND TO ARBITRATE A DISPUTE WITHIN TWO (2) YEARS AFTER THE DISPUTE ARISES, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED UNLESS PROHIBITED BY APPLICABLE LAW.

• C. Arbitration on an Individual Basis Only; Class Arbitration Waiver. PEOPLECADDIE AND YOU AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND AGREE THAT THESE TERMS OF USE DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, PEOPLECADDIE AND YOU WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION AGAINST EACH OTHER.

• D. Applicable Law. You agree that the laws of the State of Delaware, without giving effect to any principles of conflicts of law, govern these Terms of Use and any dispute of any sort that may arise between you and us or any of our Affiliates. Any litigation arising out of this Agreement shall be brought by either Party in a court of competent jurisdiction located in Cook County, Illinois, and each Party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum. Notwithstanding the foregoing paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the Terms of Use shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

• E. Conflict. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the code of procedure established by the AAA, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.

XIII. MISCELLANEOUS.

• A. Entire Agreement. These Terms of Use, together with our Privacy Policy, Cookie Policy, any additional terms, rules, or other policies to which PeopleCaddie refers contain the entire agreement between you and PeopleCaddie and supersedes any prior or contemporaneous agreements concerning the subject matter hereof.

• B. Waiver. No delay or omission by PeopleCaddie or you in exercising any right under these Terms of Use will operate as a waiver of that or any other right.

• C. Modification. We reserve the right to modify these Terms of Use or any additional terms that apply to the Site, at any time without notice. You should review these Terms of Use regularly. Your continued access or Use of the Site after the Terms of Use have been revised constitutes your express consent to the modified Terms of Use.

• D. Severability. If a particular term or condition is deemed not enforceable, invalid or void, that term or condition shall be deemed severable and not affect the validity and enforceability of any remaining terms or conditions.

• E. Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this Agreement. We may assign this Agreement or delegate or subcontract our obligations under this Agreement at any time.

• F. Survival. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, Section II (Content and Data Ownership), Section III (Representations), Section IV (Privacy), Section VI (Disclaimers), Section VII (Limitation of Liability), Section VIII (Indemnification), Section X (Termination), Section XI (DMCA Notification of Copyright Infringement), Section XII (Disputes), and Section XIII (Miscellaneous) will survive the expiration or termination of this Agreement for their full statutory period.

XIV. CONTACT US.

If you have any questions about these Terms of Use or our Service, please contact us at [email protected].