CHIEF.IO – Terms of Service Last Updated: October 16, 2018
Welcome to the chief.io (“chief.io”) website located at [www.chief.io] (the “Site”). Please read these Terms of Service (the “Terms”) carefully because they govern your use of our Site and our platform accessible via our Site through which where professionals, business organizations, and anyone with specialized knowledge about enterprise software and other areas can connect with each other to share their knowledge and expertise. If you are providing the knowledge and expertise you are referred to as a “Provider” and if you receive the knowledge and expertise you are referred to as a “Customer”. To make these Terms easier to read, the Site and our platform are collectively called the “Services”. Providers and Customers are referred to as “Members”. The Services are intended for business use, and you agree to use the Services only for business purposes and not for consumer, personal, family, or household purposes.

Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the modified Terms because if you continue to use the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms then you may no longer use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with chief.io and are not barred from using the Services under applicable law. If you want to become a Member and access and use the Services, you’ll have to create an account (“Account”). You can do this via the Site.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

The Services
When you register to be a Provider, you’ll provide us with certain information such as your name, email address, a description of your skill set, third party payment processing account information (your “Payment Account”), and any other necessary Account information. We’ll use this information to administer your Account (including passing funds collected from Customers to you). As a Provider, you’ll be able to list the specific areas of expertise that you can offer to Customers via the Services “Task”.

Any performance of Tasks by Providers involves a direct relationship between the Provider and the Customer and chief.io is not a party to any agreement between Provider and Customer regarding any Task. chief.io acts only as an interface to facilitate - not to direct or control - communications between Providers and Customers; chief.io is not a party to any relationship or separate agreement entered into between Providers and Customers, and chief.io disclaims any and all liability relating thereto. By using our Services as a Provider, you agree that: you are not an employee, agent or contractor of chief.io; chief.io is not required to provide you with workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, or any other employee wages and benefits; and chief.io is not required to ensure that Customers properly classify you as an employee or independent contractor, nor is chief.io required to ensure that Customers provide you with any specific level of wages or benefits. We reserve the right, but are not obligated, to perform a background check, either ourselves or through third party service providers, in determining whether to grant you access to the Services as a Provider. Should chief.io decide to perform a background check, as a condition of continued use of our Services, and where requested by chief.io, you agree to provide a signed consent to enable chief.io or its third party service provider to conduct such background checks.

chief.io makes no representations about the suitability, reliability, or accuracy of the Tasks requested of and performed by Providers. Notwithstanding the foregoing, chief.io serves as the limited authorized agent of the Providers for the purpose of accepting payments from Customers on behalf of the Providers and is responsible for transmitting such payments to the Providers. chief.io’s responsibilities are limited to: (i) facilitating the availability of the Services and (ii) serving as the limited agent of each Provider.

Privacy Policy
Please refer to our Privacy Policy at www.chief.io/privacy for information on how we collect, use and disclose information from our users.

Payment Terms
As a Provider, you can set the fees to be charged to Customers for each of your Tasks advertised through the Services (“Task Fee”) on a fixed-fee basis, and you may vary the Task Fee for a given Task at any time prior to the performance of such Task. Customers will be able to view the Task Fee prior to selecting a Task to be performed.

If you are a Provider, you hereby authorize chief.io to facilitate: (i) collecting the Task Fee for each Task from Customers on your behalf prior to the commencement of each Task; (ii) retain a percentage of such Task Fee (“chief.io Services Fee”); and (iii) remit the balance to you (“Provider Fee”). chief.io will use third parties to process the Provider Feeto you. To the extent chief.io accepts or holds the Task Fee, or transmits the Provider Fee to you, you agree that it does so as your limited agent and you appoint chief.io as your limited agent solely for the purpose of accepting payments from Customers. In accepting appointment as your limited agent, chief.io assumes no lability for any of your acts or omissions.

Under no circumstances will any payment be due to a Provider from chief.io where a Customer has not paid for the relevant Task. For all Task Fees collected from Customers in a given calendar month, chief.io will release funds due to Providers (as applicable) on the last day of the ensuing calendar month (each such date that payment is due, a “Scheduled Payment Date”). If the amounts due to a Provider on a Scheduled Payment Date are less than $100, then chief.io may wait to release such funds until the next Scheduled Payment Date in which at least $100 is due, or at another time to be determined by chief.io in its sole discretion. Payments due to Providers will be credited to the Provider’s Payment Account. All monies provided to Providers will be provided in U.S. dollars. You are solely responsible for all costs incurred by you in using the Services and performing Tasks and determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes. chief.io will only release funds on to Providers when it has actually collected payment from the applicable Customer.

For Providers, chief.io uses Stripe Connect for payment processing to your financial institution account. Provider’s must enter into the Account Agreement (AA) with Stripe Connect and its sponsoring bank to use Stripe Connect payment processing services. The AA is available at https://stripe.com/us/connect-account/legal. By accepting this Agreement, you agree: (a) that you have downloaded or printed the AA, and (b) that you have reviewed and agree to the AA. Please note that chief.io is not a party to the AA and that you, Stripe Connect and Stripe Connect's sponsoring bank are the three parties to the AA and that chief.io has no obligations or liability to you under the AA. If you have questions regarding the AA, please contact Stripe Connect at https://support.stripe.com/contact/login. You also authorize chief.io and chief.io’s payment processors to correct any mistakes in payments made by or to you, including any processing errors we discover, by debiting or crediting your financial institution account. Customer agrees to pay the applicable Task Fee and any other fees and taxes that may accrue in relation to Customer’s use of the Services, if any. All fees and payments are non-refundable and non-transferable except as expressly provided in these Terms.

All payments from Customers will be processed via the credit card or third party payment processing account on file in your Account (your “Payment Method”). You, as a Customer, authorize chief.io or its third party payment processor to charge your Payment Method for Task Fees prior to the commencement of each Task. All amounts referred to in these Terms, including those set forth through the Services, are stated in U.S. dollars and do not include any taxes. You will be responsible for the payment of any taxes applicable to any payments made hereunder, except taxes based on chief.io’s income or the income of the Providers. chief.io has no obligation to provide refunds or credits relating to any Tasks, but may do so in chief.io’s sole discretion. Customer’s acknowledge and agree that, notwithstanding the fact that chief.io is not a party to the agreement between Customer and the Provider, chief.io acts as the Provider’s payment agent for the limited purpose of facilitating payments from you on behalf of the Provider.

Disputes and Release
Because chief.io is not involved in any actual contact between Providers and Customers or in the completion of Tasks, in the event that there is a dispute between Providers and Customers, both such Members agree to address such dispute directly with the one another and release chief.io (and our officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If such a dispute arises, chief.io may, in its sole discretion, facilitate communication between you and the Customers in connection with such dispute. If such a dispute is unable to be resolved by the Members, chief.io may, in its sole discretion, intervene in such dispute and take any actions chief.io deems appropriate.

Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@chief.io. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, excluding personal information; and (ii) “Member Content” means any Content that Account holders (including you, as Provider) provide to be made available through the Services.

Content Ownership, Responsibility and Removal
chief.io does not claim any ownership rights in any Member Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Member Content. Subject to the foregoing, chief.io and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

By making any Member Content available through Services, whether by posting or listing Tasks, or in connection with performing Tasks, or otherwise, you hereby grant to chief.io a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute copies of your Member Content in connection with operating and providing the Services and Content to you and to other Account holders.

You are solely responsible for all your Member Content. You represent and warrant that you own all your Member Content or you have all rights that are necessary to grant us the license rights in your Member Content under these Terms. You also represent and warrant that neither your Member Content, nor your use and provision of your Member Content, nor any use of your Member Content by chief.io on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your Member Content by specifically deleting it (such as by removing a Task you have listed through the Services). However, in certain instances some of your Member Content (such as posts or comments you make) may not be completely removed and copies of your Member Content may continue to exist on the Services. We’re not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Member Content.

Subject to your compliance with these Terms, chief.io grants you a limited, non-exclusive, non-transferable license to access and use the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

General Prohibitions
You agree not to do any of the following:

• Post, upload, publish, submit or transmit any Member Content 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.
• Use, display, mirror or frame the Services, or any individual element within the Services, chief.io’s name, any chief.io trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without chief.io’s express written consent;
• Access, tamper with, or use non-public areas of the Services, chief.io’s computer systems, or the technical delivery systems of chief.io’s providers;
• Attempt to probe, scan, or test the vulnerability of any chief.io system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by chief.io or any of chief.io’s providers or any other third party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of 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 chief.io or other generally available third party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a chief.io trademark, logo, URL or product name without chief.io’s express written consent;
• Use the Services or Content for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
• 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 Services;
• Collect or store any personally identifiable information from the Site or Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or 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 Member Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy
chief.io respects copyright law and expects its users to do the same. It is chief.io’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe the rights of copyright holders. Please see chief.io’s Copyright Policy at http://www.chief.io/copyright for further information.

Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Termination
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@chief.io. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: Disputes and Release; Content Ownership; Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.

Unless chief.io otherwise notifies you, Providers agree to fulfill any pending scheduled Tasks with the applicable Customer prior to any termination of these Terms or Account cancellation.

If a Provider’s Account is cancelled for any reason or upon a termination of these Terms, the remaining balance of Provider’s Account less any outstanding chief.io Services Fees amount owed to chief.io will be released to you at the end of the month in which your Account is cancelled or this Agreement is terminated. The funds will be released into the Provider’s Stripe Connect associated bank account less any chief.io Service Fees.

If a Customer’s Account is cancelled for any reason or upon a termination of these Terms, any arrangements made for Tasks with Providers that have not been completed or performed prior to such cancellation or termination will be cancelled. The Customer will receive a refund of any Task Fee for which a Customer has been charged for such incomplete or unperformed Tasks at the end of the month in which Account was cancelled or the Terms were terminated. The funds will be refunded to the account associated with the Customer’s payment. If you received the Task, you are not eligible for a refund.

Notwithstanding the foregoing, chief.io may in its sole discretion delay or refuse to release any payment or refund for any violations of the terms of this Agreement, or if required by any applicable law.

Disclaimers
THE SERVICES ARE 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 Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Task or Content.

Neither chief.io nor its affiliates or licensors is responsible for the conduct of any Member. Each Member is responsible for negotiating the terms of any agreement with another Member. chief.io does not provide any warranties or guarantees regarding any Member’s professional accreditation, registration, or license.

chief.io provides the Services as a medium for Members to connect to facilitate the performance of Tasks.

You are solely responsible for your interactions (including any disputes) with other Members. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Services and disclosing personal information to other Members. You agree to take reasonable precautions in all interactions with other Members, particularly if you meet a Member offline or in person. Your use of the Services and performance of Tasks is at your sole risk and discretion.

Indemnity
You will indemnify, defend and hold harmless chief.io and its officers, directors, employees and agents, from and against, and covenant not to sue them for any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Member Content; (iii) the Tasks; or (iv) your violation of these Terms.

Limitation of Liability
NEITHER chief.io NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT chief.io HAS 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

chief.io WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES ARISING OUT OF ANY AGREEMENT ENTERED INTO BETWEEN PROVIDERS AND CUSTOMERS WITH RESPECT TO THE TASKS.

IN NO EVENT WILL chief.io’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE TASK FEES PAID BY YOU OR AMOUNTS RECEIVED BY YOU IN CONNECTION WITH THE SERVICES IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN chief.io AND YOU.

Governing Law and Forum Choice.
These Terms and any action related thereto 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 (defined below) that you and chief.io are not required to arbitrate will be the state and federal courts located in Santa Clara County, California, and you and chief.io each waive any objection to jurisdiction and venue in such courts.

General Terms.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between chief.io and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between chief.io and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or 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 chief.io’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. chief.io 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.

Notices. Any notices or other communications provided by chief.io under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights. chief.io’ 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 chief.io. 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.

Contact Information. If you have any questions about these Terms or the Services, please contact us at legal@chief.io.