GUILDSHARE.COM MEMBERSHIP AGREEMENT
As used in this Membership Agreement or any supplements, addendums or forms associated herewith, the following definitions apply:
“Guildshare” shall mean Guildshare, LLC., a Colorado limited liability company, its affiliates, partners or co-licensors
“Service” shall mean the Guildshare.com online service and all of its components including offline components.
“Agreement” shall mean this Membership Agreement, in whole, and all of its provisions, terms, conditions and restrictions.
“Member”, “you” or “your” shall mean any individual, company or other entity granted access to the Service under this Agreement by virtue of acceptance of this Agreement.
“Member Data” shall mean any data, information or materials entered, uploaded or otherwise made available by a Member or its Users within the Service or through its use.
“User” shall mean any individual authorized by a Member to access and use the Service and who has provided or has been provided with a user identification and password necessary to access and use the system by logging into the System under a Member’s Account.
“Account” shall mean the access to the Service provided to a Member by Guildshare, including access to Member Data and the access of individual Users to the Service.
By accepting this Agreement, you are entering into a contractual agreement with Guildshare governing your payment for, access to and use of the Service.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “Member”, “you” and “your” shall refer to such entity.
This Agreement is between you and Guildshare and you agree that its terms shall bind you in your use of the Service.
- Grant of Access
Guildshare hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you under this Agreement are reserved to Guildshare.
- Restrictions of Use
As a Member of the Service, you may not:
- Access the Service if you are a direct competitor or work on behalf of a direct competitor.
- Access the Service to monitor its performance, availability or functionality.
- Access the Service or any component of the Service outside of a web browser or the graphical user interfaces provided by the Service.
- License, sublicense, sell, resell transfer, assign or in any way commercially deploy the Service to any third party.
- Share a single login among more than one individual.
- Modify or make derivative works of the Service.
- Reverse engineer, copy any ideas features or functions of the Service or any component of it for any purpose whatsoever.
- Capture any image or display any part of the Service or the content contained within except for your own internal personal or business use, except that public distribution of any image or content of the Service shall in no event be considered personal or business use.
- Send spam or any unsolicited message through the Service.
- Send, upload or store obscene, threatening, libelous or illegal materials of any kind, including materials that infringe the rights of any third party.
- Send upload or store any materials that contain viruses, spyware, trojan horses, worms or any executable program or source code intended to be harmful.
- Interfere with or disrupt the Service, harm its performance or prevent access to it, or intentionally corrupt any data stored within the Service.
- Attempt to gain unauthorized access to the Service.
- Impersonate another individual or provide a false identity in order to gain access to the Service.
- Your Responsibilities
You agree to provide true and accurate contact and payment information.
You agree that you are responsible for all activity of your Users and that you and all of your Users shall comply with all laws, treaties and regulations in connection with use of the Service, including those related to data privacy, international communications and transmission of personal or technical data.
You shall notify Guildshare immediately of any unauthorized use of your Account or any suspected breach of security and shall report to Guildshare immediately and use reasonable efforts to stop such unauthorized use or breach.
You agree that Guildshare may contact any User of the Service for purposes of communicating information regarding the operation of the Service regardless of whether the User has “opted out” of communications; and that you shall not block the receipt of any such messages.
You agree to make reasonable efforts to prevent your Users from violating any of the terms of this Agreement.
- NONSOLICITATION AGREEMENT
The intent of the Guildshare Service is to provide the ability for members to lend and borrow resources on a sub-contract basis to/from other members.
In order to preserve the interests of Members offering employees for subcontract and the integrity of the Guildshare community, it is desirable to prevent the solicitation of employees that are posted within the Service.
Therefore, by booking and subcontracting a resource found on guildshare.com you agree, without exception, to the following terms and conditions:
A) That during the course of any job and for a period of six (6) months after the completion of any job for which an employee was booked and/or subcontracted you will not, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the counterparty to a transaction to terminate their employment relationship with the counterparty;
B) That by violating this Nonsolicitation Agreement, you have violated the Guildshare Code of Conduct, breached the Member Agreement, and have materially harmed the value and integrity of the Guildshare community, and damaged the trust of its members;
C) That to satisfy such breach, you shall pay a fee of no less than 30% of the annual compensation (or annual equivalent compensation if other than annual basis) of the subject employee to the counterparty, and barring either the payment of such fee or a signed authorization from the counterparty, evidence of which you shall deliver to Guildshare at its request, you shall be subject to immediate and permanent termination of your account or other action that Guildshare, in its sole discretion, may impose as a condition of continued membership.
- Billing and Renewal
When you use the Service, you will select a membership plan that includes standard services, features and access to the Service, the membership renewal term and any other services, features or access that you may optionally add.
Guildshare charges and collects in advance for use of the Service. Guildshare will automatically renew your membership and bill with the payment information you provide according to your selected membership plan in effect at your billing date.
Your billing date shall be the day of the month of you started or reinstated your paid membership, or the first day of the month if you started your membership on the 29th, 30th or 31st of the month. For example, if you started your membership on the 16th of April, your billing date would be the 16th of each subsequent month for a monthly plan, the 16th of each third month for a quarterly plan, or the 16th of each twelfth month for an annual plan.
You agree to pay all fees or charges in accordance with the membership plan in effect as of the billing date.
You agree to provide accurate payment information and to update that payment information as necessary to ensure that payments can be processed for your Account.
Certain items such as Member credits offered within the Service are available on an on demand basis. When you select to purchase any of these items payment will be processed immediately using your payment information and are in addition to charges associated with your membership plan.
Guildshare reserves the right to modify its fees and charges and to introduce new charges at any time. If it does so, Guildshare shall provide least 30 days prior notice to you. If these modifications change the total cost of your membership plan, you will be required to acknowledge and accept any new fees or charges when you login to the Service, or to cancel your Account.
Guildshare uses credits to enable Members to process transactions within the system. Credits are either plan credits, standard credits or bonus credits.
Plan credits expire ninety (90) days after they are issued, standard credits expire three hundred and sixty five (365) days after they are issued.
Bonus credits do not expire. Bonus credits are issued in exchange for referrals or other special offers.
Additional standard credits may be purchased at any time.
- Plan Upgrades
Membership plan upgrades will be applied immediately to your Account and will be billed at the time of upgrade at the pro-rata difference between the total cost of the previous plan and the total cost of the upgraded plan.
For example, if your billing date is the first of the month and on the 15th of April you upgrade from a $25/mo plan to a $45/mo plan, you will be immediately billed $10, or $22.50 ($45 / 30 days x 15 days remaining = $22.50) less $12.50 ($25 / 30 days in April x 15 days remaining = $12.50) for a total amount of $10.00.
Billing for the full amount of the upgraded plan will commence on the subsequent billing date.
Notwithstanding the foregoing, if the calculation of the pro-rata difference results in a negative amount, the plan upgrade will be applied immediately, but no credit or refund shall be issued for the difference.
- Plan Downgrades
Membership plan downgrades will be become effective at your next billing date and your current plan will not change until the new plan becomes effective.
For example, if your billing date is the first of the month and on the 15th of April, you downgrade from a $45/mo plan to a $25/mo plan, your current plan will remain in effect until April 30th. On May 1, the new plan will become effective and you will be billed $25.00.
- Termination and Reinstatement
This Agreement shall commence with your acceptance of it and shall remain in effect until terminated by you by closing your Account, or until terminated by Guildshare.
If you close your Account, your Account will remain active until the next billing date, at which time your Account will be terminated. When you close your Account, you may select to inactivate immediately. If you select to inactivate your Account immediately, your Account will be inactivated, and will be considered terminated immediately. If you select to inactivate your Account immediately, Guildshare will not issue a refund or other credit for any unused service.
If you close your Account or your Account is terminated for non-payment, you may reinstate your Account within 90 days of the date of termination by paying a reinstatement fee (currently $25) in addition to the membership fee for your selected plan. Once reinstated, your billing date will change to day of the month of reinstatement.
If you reinstate your Account within 90 days, all bonus credits will be retained with your Account. However, all standard credits will be subject to expiration according to the date of original purchase and expired credits will not be reinstated.
If you do not reinstate your Account within 90 days, all of your Account information and Member Data will be deleted from the Service.
If an attempt to process payment for your membership plan fails, Guildshare will attempt to bill your Account no more than three times after first failure. If Guildshare is unsuccessful in processing payment, your Account will be suspended for non-payment.
If your Account is suspended for non-payment, you will have ten (10) days in which to login to your Account and enter new payment information at which time all outstanding charges will be due. Account suspension for non-payment will not change your billing date and your Account shall renew automatically using the same billing date.
After ten (10) days your Account will be terminated by Guildshare.
- Termination for Cause
Guildshare, in its sole discretion, may terminate your Account, or access to the Service if you breach or otherwise fail to comply with this Agreement or if Guildshare ceases to provide the Service. In addition, Guildshare may terminate a free Account at any time in its sole discretion. You agree and acknowledge that Guildshare has no obligation to retain Member Data, and may delete such Member Data, if you have materially breached this Agreement.
- Third Party Interactions
During your use of the Service, you may enter into correspondence, commercial activity, engagements, or participate in the promotions of other Members, advertisers or sponsors.
You agree that any such activity and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party.
Guildshare shall have no liability, obligation or responsibility for any agreement or other activity entered into between you and any third-party.
You hereby hold Guildshare harmless against any claim made against you, for any reason whatsoever, as a result of any commercial activity engaged in by you that originates or originated in the System.
You hereby release Guildshare without limitation from any liability as pertains to your interactions, commercial or non-commercial, with any third party.
You understand that ratings of persons or companies available in the Service are provided by other Members and any such ratings do not constitute endorsement of that person or company by Guildshare, nor does Guildshare assert that such ratings are reliable or accurate.
You agree that your use of or reliance on ratings or any other information provided by the Service for any purpose is your sole responsibility and you hereby waive any claim whatsoever against Guildshare for such use or reliance.
- Intellectual Property
You agree that Guildshare is the sole owner of the Service and all related designs, logos, software, source code, derivative works, names, trade names, specifications, inventions, discoveries, improvements, ideas, know-how, techniques, materials, program materials, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, and other items in tangible or intangible form whether or not patented, trademarked, or copyrighted.
Grant of access to you under this Agreement does not grant or convey any rights of ownership or rights of use beyond those expressly granted herein.
You also agree that by submitting to Guildshare any suggestions, enhancement requests, ideas, feedback or recommendations or other information related to the Service or its use, such an act shall convey ownership of the submission and any related materials to Guildshare and you hereby relinquish all claims thereto now and perpetually.
- Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Guildshare represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof.
You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You represent and warrant that you have obtained all necessary licenses, permits, and insurance required of you to perform any work for any other party and that
such licenses, permits and insurance coverage are valid and in force, and furthermore that any person you post as available in the Service is qualified to perform the
services for which they have been posted, has obtained all necessary licenses, permits and insurance and that these are valid and in force, and that any such person has achieved the skill level and years of experience that you advertise in the system for that person.
You shall indemnify and hold Guildshare, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) a claim alleging that use of the Member Data infringes the rights of, or has caused harm to, a third party; (b) a claim, which if true, would constitute a violation by you of your representations and warranties; or (c) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Guildshare (i) gives notice of the claim promptly to you; (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Guildshare of all liability and such settlement does not affect Guildshare’s business or Service); (iii) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
- Disclaimer of Warranties
GUILDSHARE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. GUILDSHARE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (G) GUILDSHARE WILL CONTINUE TO PROVIDE THE SERVICE. THE SERVICE AND ALL CONTENT THEREIN IS PROVIDED TO YOU STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GUILDSHARE AND ITS LICENSORS.
- Network Delays
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GUILDSHARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
- Limitation of Liability
IN NO EVENT SHALL GUILDSHARE'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL GUILDSHARE AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN GUILDSHARE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
- Export Controls
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder (collectively, “notices”) shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for an indemnifiable or other legal claim made under this Agreement).
Guildshare may give notice to you by means of a general notice on the Service, electronic mail addressed to the primary User email address associated with your Account, or by written communication sent by first class mail or pre-paid post to the mailing address provided when you registered for the Service.
Notices to Guildshare may be sent by electronic mail to email@example.com or mailed to Guildshare, LLC., 820 S. Monaco Blvd. #335, Denver, CO 80224
Guildshare reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of Guildshare except as results from a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets not involving a direct competitor of Guildshare.
Any actual or proposed change in control of a Member that results or would result in a direct competitor of Guildshare directly or indirectly owning or controlling 50% or more of the Member shall entitle Guildshare to terminate this Agreement for cause immediately upon written notice.
This Agreement may be assigned without your consent by Guildshare to any affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement.
- Additional Terms
a) Governing Law and Jurisdiction.
This Agreement shall be governed by the laws of the State of Colorado, county of Arapahoe without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts therein.
b) Waiver of Jury Trial.
Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
c) Relationship of the Parties.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
d) Waiver and Cumulative Remedies.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
f) Entire Agreement.
This Agreement, including all exhibits and addenda hereto constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail.