Platform Guild Agreement

Platform Guild Agreement

Effective Date: 16-Nov-2020

Please read these Terms of Service (the “Terms”) and our Privacy Policy (https://platformstud.io/privacy/) (“Privacy Policy”) carefully because they constitute a binding agreement between you and Platform Studio, Inc. (“Platform Studio”) and govern your use of our website located at http://www.platformstud.io and your access to opportunities to assist companies, businesses and/or entrepreneurs identified by Platform Studio (each a “Business”). To make these Terms easier to read, the website and our platform and services accessible via the website are collectively called the “Platform.”

  1. Agreement to Terms. By checking the “I ACCEPT” checkbox when creating your Platform Guild account, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Platform. 
  2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Platform, for information on how we collect, use and share your information.
  3. Changes to these Terms or the Platform. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms to the Platform or may also send other communications. It is important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Platform after we have posted updated Terms it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Platform anymore. Because the Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.
  4. Who May Use the Platform? You may use the Platform only if you (i) have reached the age of majority in your jurisdiction, (ii) are capable of forming a binding contract with Platform Studio, and (iii) are not otherwise barred from using the Platform under applicable law.
  5. Relationships Among You, Platform Studio, and Businesses.
    1. Through the Platform, Platform Studio provides you with an opportunity to connect with Businesses to provide professional and advisory services to such Businesses (“Project Services”).  From time to time, you may, at your option, agree to accept a request to provide such Project Services.  You agree (i) not to provide Project Services to a Business that is a direct competitor of a company for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position), (ii) to  honor your commitments to Businesses in connection with the Project Services you agree to provide, and (iii) that you will only provide Project Services for which you have the necessary skills and expertise.
    2. You agree to provide Project Services as an independent contractor and you acknowledge that neither Platform Studio nor the Businesses supervise, direct, control or monitor your activities.  No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by these Terms.
    3. You will not, while providing Project Services, directly or indirectly, engage or participate in, or provide services to, any business or third party that is competitive with the types and kind of business being conducted by the Business associated with the Project Services.
  1. Compensation.  For the Project Services that you satisfactorily provide, Platform Studio will compensate you as communicated to you in advance of your agreement to provide the Project Services, which may include the following: (i) stock options for common shares in the applicable Business, or (ii) a points compensation rate that is agreed upon between you and Platform Studio which describes the number of points you will receive per hour of Project Services you provide. You are responsible for any costs and expenses you incur in connection with provision of Project Services. You will report as self-employment income all compensation you receive pursuant to these Terms and Project Services.  You will indemnify Platform Studio hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on the Platform Studio to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by you pursuant to these Terms.  You will not be entitled to receive any vacation or illness payments, or to participate in any plans, arrangements, or distributions by Platform Studio pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Platform Studio’s employees, except as explicitly described herein.
  2. Project Related IP Ownership. You agree that any intellectual property arising out of Project Services for a Business and created by you, alone or jointly with others, is, to the maximum extent permitted by law, the property of the Business.  Consequently you irrevocably transfer and assign and agree to irrevocably transfer and assign all intellectual property rights therein to the applicable Business. You also agree to assist and cooperate with that Business in all respects to obtain and enforce patents, copyrights, trade secret rights and other legal protections for those contributions you make in connection with Project Services and will execute any documents that Platform Studio or the Business may reasonably request and take such further acts reasonably requested by Platform Studio or the Business to acquire, transfer, maintain, perfect and enforce such rights
  3. Confidentiality.  You understand that information of a confidential or secret nature about a Business may be disclosed to you in connection with Project Services, including, but not limited to, product plans, business strategies, and financial information (“Business Confidential Information”) and you agree both during and after you provide Project Services to keep and hold all such Business Confidential Information in strict confidence and trust.  You agree not to disclose any Business Confidential Information without the prior written consent of the applicable Business, except as may be necessary to provide the Project Services.  Business Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on your part, generally known or available to the public; (ii) was acquired by you before receiving such information from the applicable Business and without restriction as to use or disclosure; (iii) is rightfully furnished to you by a third party without restriction as to use or disclosure; or (iv) is independently developed by you without use or access to the Business Confidential Information.  
  4. Content you Submit to the Platform. 
    1. The Platform may allow you to submit your content, including, but not limited to, files and documents. Anything that you share or otherwise submit through the Platform or to a Business in connection with Project Services is referred to as “Submitted Content.” Platform Studio does not claim any ownership rights in any Submitted Content and nothing in these Terms will be deemed to restrict any rights that you may have to your Submitted Content. By making any Submitted Content available through the Platform you hereby grant to Platform Studio a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Submitted Content in connection with operating and providing the Platform and in connection with Project Services you provide.
    2. You are solely responsible for all your Submitted Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your Submitted Content under these Terms. 
    3. In some instances, you can remove your Submitted Content by specifically deleting it from the Platform. You should know that in certain instances, some of your Submitted Content (such as posts or comments you make) may not be completely removed and copies of your Submitted Content may continue to exist on the Platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Submitted Content.
  5. Acceptable Use and General Prohibitions. You agree not to do any of the following:
    1. Post, upload, publish, submit or transmit any Submitted Content to the Platform or to a Business in connection with Project Services that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
    2. Use, display, mirror or frame the Platform or any individual element within the Platform, Platform Studio’s name, any Platform Studio trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Platform Studio’s express written consent; 
    3. Access, tamper with, or use non-public areas of the Platform, Platform Studio’s computer systems, or the technical delivery systems of Platform Studio’s providers; 
    4. Attempt to probe, scan or test the vulnerability of any Platform Studio system or network or breach any security or authentication measures; 
    5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Platform Studio or any of Platform Studio’s providers or any other third party (including another user) to protect the Platform; 
    6. Attempt to access or search the Platform or download content from the Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Platform Studio or other generally available third-party web browsers; 
    7. Use any meta tags or other hidden text or metadata utilizing a Platform Studio trademark, logo URL or product name without Platform Studio’s express written consent; 
    8. Use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; 
    9. Forge any TCP/IP packet header or any part of the header information in any email or other posting, or in any way use the Platform to send altered, deceptive or false source-identifying information; 
    10. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform; 
    11. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform; 
    12. Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission; 
    13. Impersonate or misrepresent your affiliation with any person or entity; 
    14. Violate any applicable law or regulation; or
    15. Encourage or enable any other individual to do any of the foregoing.

Platform Studio is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including Submitted Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  1. Copyright Policy. Platform Studio respects copyright law and expects its users to do the same. It is Platform Studio’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Platform Studio’s Copyright Policy (the “Copyright Policy”) for further information.
  2. Links to Third Party Websites or Resources. The Platform may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
  3. Term and Termination. Either you or Platform Studio may terminate these Terms upon notice to other party.  Without terminating these Terms, we may suspend or terminate your access to and use of the Platform at our sole discretion at any time and without notice to you.  Upon any termination, discontinuation or cancellation of the Platform, the following Sections will survive: 5(b), 5(c), 7, 8, 9, 10, 13, 14, 15, 17 and 18 and you agree to complete the provision of any then current Project Services.
  4. Warranty Disclaimers. THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM, THE BUSINESSES OR OPPORTUNITIES TOPROVIDE PROJECT SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR BE THAT THE PLATFORM WILL AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLATFORM.
  5. Limitation of Liability.
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLATFORM STUDIO, AND ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PLATFORM STUDIO, OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 
    2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL PLATFORM STUDIO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNTS PAID TO YOU BY PLATFORM STUDIO DURING THE THREE MONTH PERIOD PRECEDING THE EVENT THAT CREATED THE LIABILITY OR ONE THOUSAND DOLLARS ($1,000), IF YOU HAVE NOT BEEN PAID BY PLATFORM STUDIO HEREUNDER DURING THAT PERIOD. 
  6. Third Party Rights.  These Terms are for the sole benefit of you and Platform Studio and our successors and permitted assigns and will not be construed as conferring any rights to any third party (including any third party beneficiary rights).  
  7. Governing Law. These Terms and any action related to these Terms and the Project Services will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction for all disputes will be the state and federal courts located in the County of San Francisco, California, and you and Platform Studio each waive any objection to jurisdiction and venue in such courts. 
  8. General Terms.
    1. If a court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, that part will be enforced to the maximum extent possible given the intent of the you and Studio Platform and the other parts of these Terms will still apply.
    2. Platform Studio and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform are protected by copyright, trademark, and other laws of the United States and foreign countries. 
    3. These Terms constitute the entire and exclusive understanding and agreement between Platform Studio and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Platform Studio and you regarding the Platform. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Platform Studio’s prior written consent. Platform Studio may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    4. Any notices or other communications provided by Platform Studio under these Terms will be given: (i) via email or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    5. Platform Studio’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Platform Studio. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. 
  9. Contact Information. If you have any questions about these Terms or the Platform, please contact Platform Studio at Platform Studio Inc., 58 West Portal Ave PMB 750, San Francisco, CA 94127, USA.