Terms of Service
Last updated June 1, 2023
This Terms of Service agreement (the “Agreement”) is a legal agreement between you and Glimmer Technologies, Inc., (“Glimmer,” “us” or “we”). You must read and accept this Agreement before using the service platform (the “Platform”) offered by Glimmer on its website (https://glimmer.io) (the “website”). By using the website or the Platform, or otherwise forming this contract, you agree to be bound by this Agreement.
We may revise this Agreement at any time by updating this area of the website and Platform and making you aware of the updated terms, or otherwise securing your agreement to the revised terms. Your use, or other method of legal acceptance, of the website or Platform after any changes have been posted will constitute your agreement to the modified Agreement and all of the changes.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
IMPORTANT NOTICES; AVAILABILITY
While we make reasonable efforts to ensure that the website and Platform remain available, we do not represent or warrant that access or functionality will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the website or Platform, or its features, at all times. We reserve the right at any time and from time to time to change, modify, or discontinue, temporarily or permanently, the website, the Platform, or any part thereof, with or without notice. Such changes, modifications, additions, or deletions shall be effective immediately upon their implementation. Your use of the website and/or Platform after we post of such changes, modifications, additions or deletions, or other method of legal acceptance, constitutes your acceptance of such changes, modifications, additions or deletions.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website or Platform, or any part thereof, with or without notice.
The website or Platform may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice, even if your order has already been accepted or processed.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you during the Term (as defined herein) a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access and use the website, the Platform, and the materials therein that are intended to be displayed publicly. No rights not explicitly listed herein are granted.
You agree that (i) except in your normal use of the website or Platform, you will not copy or distribute any part of the website or Platform in any medium without our prior written authorization; (ii) you will not alter or modify any part of the website or Platform other than as is necessary to use the website or Platform for their intended purposes; and (iii) you will otherwise comply with this Agreement.
You must be over the age of 18 to register an account or use the website or Platform. By using the website or Platform, you represent that you meet this minimum age requirement.
Some parts or all of the website or Platform may not be available to the general public, and we may impose additional eligibility rules, and terms and conditions, on such portions of the website or Platform from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.
You are not eligible to use the website or Platform if doing so would violate applicable law, including any U.S. law or regulation, including but not limited to export controls or restrictions.
Among other services and functionality, the Platform provides a venue that may permit users to act as either buyers or sellers in a marketplace for media content and related services. When acting as a party soliciting or purchasing goods or services on the Platform, you are referred to as a “Buyer”. When acting as a party offering for sale or selling goods or services on the Platform, whether you are a corporate entity or an individual, you are referred to herein as a “Seller”. Glimmer, its affiliates and/or subsidiaries may, from time to time, participate in the Platform as a Buyer, and/or a Seller. Certain Sellers may be selected by Glimmer, in its sole discretion, to participate in its “Glimmer Select” program (the “Program”). Such Program may enable selected Sellers to access an increased number of potential Projects and have other benefits as added or modified from time to time, as determined by Glimmer in its sole discretion. Glimmer may suspend or terminate a Seller from the Program for any reason at any time including for violations of this Agreement, or the Community Guidelines, in Glimmer’s sole discretion. Glimmer may adjust, modify, add to or subtract from, or terminate or suspend the entire Program at any time, in Glimmer’s sole discretion.
Projects and Engagements
Proposals and requests from and between Buyers and Sellers shall specify certain terms, which may include the fee and compensation to the Seller for the Project in question (the “Project Fee”), description, content, deadlines, form, length, payment information and other information a Buyer and Seller would like included in the agreement covering the Project. When Buyers and Sellers are ready to engage each other on a Project through the Platform, the parties will be entering into a legal contract with each other regarding the Project through the Platform (such agreement being the “Service Agreement”). The Service Agreement may be a custom agreement uploaded to the Platform by one of the parties thereto (a “Custom Service Agreement”). If no Custom Service Agreement is used, the Buyer and Seller may elect to use the default Service Agreement provided by the Platform (the “Standard Agreement”), available here: Independent Contractor Services Agreement.
THE STANDARD AGREEMENT IS MERELY A TEMPLATE DOCUMENT PROVIDED FOR CONVENIENCE ONLY, AND MAY NOT BE SUITABLE OR APPROPRIATE FOR ALL CIRCUMSTANCES. BY PROVIDING THE STANDARD AGREEMENT, WE ARE NOT PROVIDING LEGAL ADVICE OF ANY KIND. THE PLATFORM, AND USE OF THE STANDARD AGREEMENT, IS NOT A SUBSTITUTE FOR ENGAGING LEGAL COUNSEL, AND WE RECOMMEND CONSULTING AN ATTORNEY WITH ALL LEGAL QUESTIONS.
In any Service Agreement, including the Standard Agreement, the parties shall include provisions (a) making Glimmer a third-party beneficiary of the Service Agreement, and (b) setting forth payment of all amounts and fees relating to the Project. In the event a Service Agreement is between a Buyer and Seller, all payments must be made through the Platform, unless, and in such case only after, a party to the Service agreement is unilaterally terminated from the Platform by Glimmer. Both parties will comply with all of their duties, obligations, warranties and representations in the Service Agreement(s) they enter into.
In any Service Agreement, the Buyer and Seller will include a provision for cancellation at least as strong as the Project Cancellation section stated in this Agreement.
“Delivery Date” is defined for the purposes of this agreement as the date and time, if any, that Buyer and Seller have agreed upon for initial delivery of work product. It does not include time allocated for revisions, re-work, or delays in delivery outside the control of either Buyer or Seller.
“Bona Fide Commencement” is defined for the purposes of this agreement as the earliest of:
the first day of in-person work, including any virtual or online equivalent,
once the seller has reasonably incurred non-refundable expenses or non-cancellable contracts to begin the Project,
24 hours prior to the Delivery Date.
The Buyer may elect to cancel a project and thereby terminate this Agreement prior to the final delivery date or deadline. If the Buyer cancels the project, they will be subject to a cancellation fee (the “Cancellation Fee”) subject to the following schedule:
0% of the Project Fee prior to Bona Fide Commencement;
35% of the Project Fee after Bona Fide Commencement and more than 24 hours before Delivery Date; and
50% of the Project Fee after Bona Fide Commencement and less than 24 hours before Delivery Date.
Unsatisfactory Project Deliverables
If upon the completion of a Project, the Buyer is unsatisfied with the Project deliverable(s), Buyer will cancel the Project and notify Glimmer and the Seller through the Platform that the Buyer has rejected the Project deliverable(s). Buyer will be responsible for a reduced Project Fee (“Cancellation Fee”) equal to eighty-five percent (85%) of the original Project Fee. Upon rejection of the Project deliverable Buyer agrees to return all delivered work product, work-in-progress, materials, confidential information and related intellectual property in its possession to Seller. Seller will retain ownership of any and all materials, including all copyrights or other intellectual property rights therein, that it created in relation to the Project.
Project Payment Protection
Glimmer may reimburse certain Seller’s unpaid Project Fees (“Project Payment Protection”) up to a total aggregate amount of one thousand dollars ($1,000) for Projects that are delivered to Buyers via a subscription payment model and performed by Sellers who have been engaged by Buyers through the Platform’s open marketplace (“Out-of-Network Sellers”). Out-of-Network Sellers may request a Project Payment Protection reimbursement if the following conditions are met:
The Seller has competed and delivered the Project Deliverable(s); and
The Buyer has not marked the Project complete or commented on the Project thread with any questions, follow-ups, or edits within a reasonable time.
To request the “Project Payment Protection”, Out-of-Network Sellers must notify Glimmer at email@example.com with the name of the Buyer and Project, the subscription fee, and the amount of time the Project has been left unmarked by the Buyer. Glimmer shall review the request and may reimburse the Seller at Glimmer’s sole discretion.
To the extent of any conflict between this Agreement and the Service Agreement being used, this Agreement shall control.
Payment through Glimmer
Payment of all fees and payments due from a Buyer to a Seller for, or otherwise associated with, a Project are required to be made in accordance with the Service Agreement for the Project.
Upon remittance of a Project payment, which is separate and apart any Service Fee, from Buyer either to the Seller, if a corporate entity, or to Glimmer (as applicable, the “Payee”), the Payee will have the sole responsibility to pay the Seller and will promptly pay the Seller. Except for as it relates to Project Payment Protection, Seller agrees that Glimmer shall not be responsible or liable for any amounts not received from a Buyer. Buyer and Seller agree that if, for whatever reason, incorrect payment information is entered and a payment is made between the parties, Glimmer will not be held responsible for the incorrect payment and will only reissue the payment once the payment has been refunded by the Payee. Seller and Buyer each agree to provide all necessary tax information as required, or requested, by Glimmer. Each of the Buyer and Seller further agree and acknowledge that Glimmer has the right, but not the obligation, to withhold some or all of the party’s access to or use of the Platform, or with respect to a Seller a scheduled payment, if that party does not provide all required or requested tax information. Glimmer may, at its discretion, set a limit on the total amount which may be outstanding as unpaid on any one Project at any one time. Glimmer may in its discretion refuse to provide the Services in the event of this limit being exceeded.
Glimmer may charge a service fee in connection with the processing of Project payments through the Platform, the amount of which Buyer will have access to, or otherwise be made aware of in advance, and which may be updated from time to time (the “Service Fee”). The Service Fee is typically billed by us when a Buyer marks a Project as “complete” on the Platform, or otherwise makes a Project payment to a Payee, as described above. If a Buyer has been permitted to use invoicing, an invoice is typically generated by us when a Buyer marks a Project as “complete” on the Platform and is due within 30 days of receipt. If a Buyer has not marked a Project as “complete” on the Platform within a reasonable amount of time after performance by the Seller, as reasonably determined by Glimmer, Buyer agrees and acknowledges, that Glimmer may, in its sole discretion and without liability to Buyer, mark such Project as complete and initiate invoicing to Buyer and/or payment to Seller. [If Buyer in good faith disputes the amount stated in an invoice, Buyer must send written notice to Glimmer and Seller within 15 days of receiving the invoice. In the event that an invoice is in dispute for more than 30 days, Glimmer reserves the right to suspend Buyer’s and Seller’s respective accounts until the dispute is resolved.]
The Service Fee is structured as a commission calculated as a percentage of the amount paid by a Buyer with respect to a given Seller in connection with a Project. This Service Fee may be added to the amount due from the Buyer to the Seller, or separately invoiced by Glimmer to the Buyer.
Upon the completion of a Project, whether or not such Project is associated with the Program, the Seller may be charged a fee in the amount identified on the Platform (“Transaction Fee”). Such Transactional Fee, if applicable, will be deducted automatically from any payments due and owing to Seller.
To the extent that any fees hereunder are not timely paid, Glimmer reserves the right to assess interest on any past-due amounts, on a monthly basis, at the lesser of 1.5%, or the highest rate allowed by applicable law, until such time as said amounts are paid in full.
Additional Duties; Platform Integrity
You, as a user of the Platform, acknowledge and agree that the material value of the Platform is derived from its relationships with its Buyers and Sellers. Thus, as additional consideration for your right to use the Platform, you agree that for a period starting when you first use the Platform through a period of one (1) year after you stop using the Platform (the “Period”), you will not, directly or indirectly: (i) solicit, engage or employ any Seller participating on the Platform to provide similar or related services to you, as a Buyer, other than through the Platform; and (ii) approach, solicit, bid, or seek to be hired by any Buyer participating on the Platform, or any of its affiliates, parent, or subsidiary companies or brands, or referrals from any of the foregoing, to provide services similar, or related, to those offered by you on the Platform, as a Seller, other than through the Platform.
In the event that a Buyer would like to hire a Seller that is on the Platform outside the Platform during this Period, it may contact Glimmer at firstname.lastname@example.org to discuss an arrangement.
RULES OF CONDUCT
The following rules apply to the use of the website and Platform by all users, including Buyers and Sellers. You agree that you will not:
violate this Agreement or any of our policies, including the Community Guidelines;
violate any applicable law or regulation in connection with your use of the website or Platform;
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of website or the Platform;
interfere with or disrupt the operation of the website or Platform;
attempt to probe, scan or test the vulnerability of our system or network or to breach security or authentication measures without proper authorization;
take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
harvest or collect the email address or other contact information of other users of the website or Platform;
scrape or collect content from the website or Platform via automated means;
submit, post or make available false, incomplete or misleading information to website or Platform, or otherwise provide such information to us;
impersonate any other person or business;
Engage in any physical, verbal, or digital behavior that a reasonable individual would consider coercive, unwanted, and/or unwelcomed considering the circumstances;
Engage in discriminatory behavior against any Buyer or Seller (including, not but limited to, Project postings or offers) because of race, color, religion, sex, national origin, age, sexual orientation, gender identity, familial status, physical or mental disability;
Engage in drug and alcohol use in a manner that inhibits productive interactions between Buyers and Sellers or disrupts the completion of a Project; or
Fail to conduct business and perform Services in a manner consistent with the prevailing industry standard applicable to the Project engaged in by the parties.
Except the standard operation of the posting, responding to, negotiating and pitching (including open pitches) of Projects, you may not use the Glimmer Platform for any other commercial purposes.
As a condition to using certain aspects of the Platform, you will be required to register with Glimmer and select a password and username (“User Name”). You shall provide Glimmer with accurate, complete, and updated registration and contact information. You shall not select or use as a User Name a name that is (i) the name of another person with the intent to impersonate that person; (ii) subject to any rights of a person other than you without appropriate authorization; or (iii) otherwise offensive, vulgar or obscene.
You agree not to distribute, upload, make available or otherwise publish through the Platform any suggestions, information, ideas, comments, questions, notes, plans, proposals, graphics, drawings, designs, text, information, audio, photos, software, music, sounds, video, comments, messages or similar materials (“Content”) that:
is unlawful or encourages another to engage in anything unlawful;
is false, misleading or fraudulent;
contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or,
is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening, bullying or otherwise objectionable.
If you use the Platform as an individual Seller, unless otherwise required to enter into an employment relationship with a corporate entity, you hereby represent and warrant that, when acting as a Seller, you shall be considered a self-employed independent contractor. If you are a Seller that is a corporate entity, you hereby represent and warrant that any services that you may from time to time provide to any Buyer through the Platform will be provided on an independent contractor basis.
You are not licensed to access any portion of the Platform that is not public.
Notwithstanding the foregoing rules of conduct, our unlimited right to suspend or terminate your access to the Platform shall not be limited to violations of these rules of conduct.
PLATFORM AND WEBSITE FEES
In addition to payment processing fees, Glimmer reserves the right to charge for certain tools, functionalities or features of, or access to, website or Platform (“Pay Services”). Should you elect to participate in Pay Services, you shall pay all applicable fees, as described on the website or Platform in connection with the Pay Services.
Certain Pay Services may involve ongoing, self-renewing subscriptions to access certain areas and functionality of the website or Platform (the “Subscriptions”). If you sign-up for a subscription, you will be granted access to the subscribed-to services for the length of time identified when you sign-up. You will be charged in the amounts and at the times identified in the Subscription you select. For credit card payments, Buyers payment is due immediately upon receipt of Glimmer invoice. For payments through other accepted methods, payment by Buyers are due within thirty (30) days of Glimmer invoice date, unless otherwise agreed in writing.
Unless you cancel before renewal, except where prohibited by law, Subscriptions automatically renew for an additional term of the same length upon expiration. Unless otherwise provided for in another written agreement off the platform, the Subscription Terms of standard Subscriptions are 12 months. You may cancel your subscription at any time, but you will not be entitled to a refund for any past payments or future payments due during the remainder of your cancelled term. If you cancel before the end of your Subscription, you may be charged the entire remaining Subscription fees at that time. To cancel your Subscription, please e-mail Glimmer at email@example.com.
For any subscription products, you agree that your license to the Platform is not a service, repair or maintenance to real or personal property.
Glimmer may change its price list or institute new charges at any time, and may modify the functionality available on the website or Platform, including the functionality available in Subscriptions.
We may use a third-party payment processor (the “Payment Processor”) to bill you through an online account for use of the Pay Services and for other payments processed through the Platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
If you purchase a Subscription, it will result in recurring charges to your payment card or method, and you agree that Glimmer may charge such amounts until such a time as your Subscription is terminated or expires, inclusive of renewal terms. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED YOUR SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT OR CHARGES YOU HAVE AGREED TO INCUR IN THE FUTURE.
SUBMISSIONS AND HANDLING OF CONTENT
The Platform is designed to permit users to solicit, respond to and operate engagements through the Platform, to communicate and manage projects through the Platform, and otherwise present themselves and their activities on the Platform. Users may also be able to present and promote themselves and their businesses through the Platform through the use of their brand and creative materials in that process. All Content provided by users in the course of the foregoing and users’ use of the Platform is and shall remain the property of such user or its applicable licensor. However, to facilitate the foregoing, we require certain rights to use the Content, and some of those rights must survive after your use of the Platform ends or is terminated, for example, in order to display past conversations and exchanges between you and other users to those users that may still be using the Platform. Thus, you hereby grant us a nonexclusive, royalty-free, worldwide, perpetual, transferable, irrevocable, and fully sublicensable right, during the term of your use of the Platform (and thereafter as necessary to display ratings, reviews, past conversations and exchanges between you and other users) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display and otherwise exploit any Content you provide to us, via the Platform or otherwise, as well as to commercially use the rights of publicity, persona, image and name of the individuals depicted in such Content as necessary for (a) us to distribute the Content on the Platform, (b) us to facilitate your communications with other users or the public, (c) the non-public backend operations of the Platform, including the transfer of the Content to certain of services providers in order to enable your full use of the Platform, and for any other purpose or use that you instruct or direct or is reasonably necessary to execute on your instructions or directions.
You further grant us a license to use your name, image, likeness, statements or other information, in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, in connection with the administration of the website or Platform and Glimmer’ s marketing and business purposes relating to the website or Platform.
If you provide us with Content, you represent and warrant that you own or otherwise control the rights to the Content and any and all elements thereof; that you have the rights from any and all third parties appearing in such Content to use such third parties’ names, images or likenesses and any other third party-owned elements as necessary in and as part of your submission of said Content; and that the submitted Content will not infringe or violate the rights of any third parties, including, but not limited to, copyrights, trademarks, rights of publicity/privacy, patent, trade secret or confidentiality obligations.
You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Content submitted to us that you may have under any applicable law or under any legal theory and, if not waivable, agree not to enforce any such rights with regard to the Content and its use.
Glimmer reserves the right, at its sole discretion, to edit any Content and to choose to include or not include such Content on the website or Platform. You acknowledge that we are under no obligation to maintain the website or Platform, or any information, materials, Content or other matter you submit, post or make available to or on the website or Platform. We reserve the right to withhold, remove and or discard any such material.
OUR RIGHTS AND THOSE OF OTHERS
The content on the website or Platform includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audio visual recordings, graphics, music, and sound. The selection, coordination, arrangement, and enhancement of such content, as well as in the content original to Glimmer, are protected by copyright (and, if applicable, similar foreign laws).
All trademarks, service marks and logos, text, copyrightable subject matter, images, graphics, designs, and products appearing on the website or Platform belong to Glimmer or in some cases to the party that authorized such use by Glimmer. All rights are reserved.
You agree not to copy, redistribute, publish, or otherwise exploit material which you download from the website or Platform without the express prior written permission of Glimmer or the owner of said content. You further agree and acknowledge that you shall not acquire any ownership rights by downloading material from the website or Platform.
OUR INTELLECTUAL PROPERTY.
Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the website and Platform (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (collectively, “Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Platform, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain the sole and exclusive property of us and/or our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
PASSWORDS AND ACCOUNTS
You are responsible for controlling the access to and use of your account. Always make sure that your password is kept as confidential. You understand and agree that we may assume that instructions from an individual associated with your account are authoritative and should be acted upon by us.
We are not responsible for any unauthorized access to your account or profile, and any ramifications of such access, and is not required to take action to disable any account. You agree that you will not bring an action against us arising out of or related to any claimed unauthorized access using your account credentials.
Notwithstanding the foregoing, if we believe that there has been an unauthorized access to your account, we may take reasonable efforts with reasonable speed, to disable or lock your account, or otherwise address your situation. In the event that you would like to report a breach, please contact firstname.lastname@example.org with the term “Account Breach Notice” in the subject line.
ENFORCEMENT AND TERMINATION
The “Term” of this Agreement will be from the date you first use the website or Platform until terminated as provided herein. We reserve the right to deny all or some portion of the website or Platform to any user, in our sole discretion, at any time. We may terminate this Agreement at any time, upon notice to you.
You may terminate this Agreement at any time by deleting your account through the functionality of the Platform.
If we suspend or terminate your access to the website or Platform without cause, we will issue you a pro-rata refund for pre-paid access to any Pay Services for the period of suspension or for the pre-paid period that post-dates termination. You will not be entitled to a refund of any kind for any other reason. Violations of this Agreement or our policies, including the Community Guidelines, shall be considered cause for purposes of these rights. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. All grants of any rights from you to us related to Content or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
You agree to defend, indemnify and hold harmless, us, our subsidiaries, and any of our, or their, respective parents, affiliates, licensees, licensors, and each of their respective officers, directors, employees, successors, agents, contractors and assigns (collectively, the “Glimmer Parties”), for all claims and allegations, and costs associated with such claims or allegations (collectively, “Claims”), arising from or in connection with (a) your use of the website or Platform, (b) any Content provided or procured on or through the website or Platform, including, without limitation, all claims arising out of or based upon infringement, misappropriation, invasion of privacy, defamation, right of publicity and/or any blurring, alteration, editing, morphing, distortion, illusionary effect, faulty reproduction, fictionalization or use in any composite form of your or any other person’s or entity’s name, picture, image, likeness, comments, posts, statements or other information and/or the Submission; (c) any breach or alleged breach by you of this Agreement or applicable laws, rules, regulations or social media terms and conditions, or (d) relating to any independent agreement or interaction that you may have with a third party, including any Partner or service provider of ours, in connection with a Project that was originally posted on our Platform, even if Glimmer is collecting a fee for said Project.
If you act as a Buyer on the website or Platform, you shall further defend, indemnify and hold the Glimmer Parties harmless from any claims relating to your failure to pay for services solicited or procured through the website or Platform.
You acknowledge that Glimmer is not responsible for, and has no liability for, any use by you of all or any part of Content or services provided by a third-party through the website or Platform, or from a third-party that you met or did business with through the website or Platform.
You acknowledge that Glimmer is not responsible for, and has no liability for, any non-payment or other non-performance of a contract that you enter into through the website or Platform or non-performance by a business partner, or another user that you met or transacted business with through the website or Platform.
You understand that it is your sole responsibility to perform due diligence on Content sourced through the website or Platform, and service providers or clients that you do business with through the Platform, and the sole risk of any liability associated with your use of said Content, work performed by said providers and actions of said clients is with you.
The website or Platform may include the opinions, statements and other content of third parties, including other users, Buyers and Sellers. We are not responsible for screening, monitoring or verifying such content, including such content’s accuracy, reliability or compliance with laws. Any opinions, statements, or other materials made available by third parties through the website or Platform are those of such third parties and not of Glimmer, including its licensors and/or other third-party providers, and Glimmer does not endorse any such opinions, statements, or materials.
You acknowledge and agree that Glimmer has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by any third party of information made public through any part of the website or Platform. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION AND OR CONTENT PUBLICLY AVAILABLE THROUGH THE PLATFORM, YOU DO SO AT YOUR OWN RISK. IF YOU ARE OTHERWISE REQUIRED TO DISCLOSE YOUR PERSONALLY IDENTIFIABLE INFORMATION IN ORDER TO ENABLE GLIMMER, AND/OR A PROVIDER AS APPLICABLE, TO DELIVER THE SERVICES REQUESTED, WHETHER THROUGH THE PLATFORM OR OTHERWISE. YOU HEREBY CONSENT TO THE USE AND, WHEN NECESSARY, THE TRANSFER OF YOUR PERSONALLY IDENTIFIABLE INFORMATION BY GLIMMER AS NECESSARY FOR THE PROVISION OF WEBSITE AND/OR PLATFORM.
You understand that Glimmer cannot and does not promise, guarantee or warrant that files you download through the Internet will be free from viruses, worms, Trojan horses or other code that may be destructive. You are responsible for implementing sufficient safeguards for yourself. Glimmer does not assume any responsibility for your use of the Internet.
USE OF THE WEBSITE AND PLATFORM IS AT YOUR OWN RISK. THE WEBSITE AND PLATFORM, AND ALL CONTENT THEREON, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. GLIMMER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. GLIMMER DOES NOT WARRANT THAT THE WEBSITE OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. GLIMMER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING ANY USE OF THE CONTENT OR ACCURACY. YOU ASSUME THE ENTIRE COST OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITE OR ITS CONTENT. GLIMMER MAKES NO WARRANTY THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS. GLIMMER ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF THE GLIMMER PARTIES BE LIABLE TO YOU BASED ON OR RELATED TO THE WEBSITE OR PLATFORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE PLATFORM EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither we nor any of the Glimmer Parties shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the website or Platform. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
Glimmer may have links on the website or Platform to other sites that we think you might find interesting. Such other sites are not under our control and therefore we have not reviewed them and we are not responsible for their content. You click through at your own risk, and Glimmer makes no representation or warranties about the content, completeness or accuracy of the sites linked-to from the website. A link to the site does not imply Glimmer’s endorsement or approval of its content or source.
POLICIES FOR CHILDREN
The website and Platform are not directed to individuals under the age of 13. You must be over the age of 18 to use the website or Platform. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website www.ftc.gov for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.
Disputes and Arbitration. You agree that any claim or dispute arising out of or relating in any way to your use of the website or Platform, or any service provided by Glimmer, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding. Any claim or dispute arising out of, or in connection with any third-party that you may have met through use of the website or Platform, and with whom you have a separate agreement, e.g. a Seller that is a corporate entity, will be resolved as provided for in that agreement.
BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL. This means there is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Glimmer Technologies, Inc., 185 Wythe Avenue, 2nd Floor, Brooklyn, NY, 11249.
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
You and Glimmer agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Glimmer agree that parties have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that Glimmer may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the website and Platform, or to Glimmer, may only be brought by you in a state or federal court located in Brooklyn, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND IRREVOCABLY AGREE TO THE VENUE FOR SUCH DISPUTES BEING BROOKLYN, NEW YORK.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the website or Platform. We are and shall remain independent contractors.
Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.
Attorneys’ Fees. In the event that we bring any litigation in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: email@example.com. You agree that we may deliver and serve you with any legal notice relating to the website or Platform to your e-mail address that we have on file for you at the time of said notice.
Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Platform, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
If you believe in good faith that any material posted on our website or Platform infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
A statement that you have 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; and,
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that material you posted on our Website or Platform was removed, or access to such material was disabled, by mistake or misidentification, please contact our designated copyright agent with correspondence containing the following:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it disabled;
Information reasonably sufficient to permit us to contact you (including your name, postal address, telephone number, and, if available, email address);
A statement under penalty of perjury that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States, for any judicial district in which the Website or Platform may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice or counter-notice may not be valid. For any questions regarding this procedure, or to submit or respond to a complaint, please contact our designated DMCA Copyright Agent:
Glimmer Technologies, Inc.
New York, NY 10018 e-mail: firstname.lastname@example.org
Complaint Policy (Including Trademark and Privacy)
If you believe in good faith that any material posted on the Website or Platform infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to email@example.com, containing the following information:
Your name, physical address, e-mail address and phone number;
A description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Site;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.