Last updated: May 24, 2018
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 22. PLEASE READ THE AGREEMENT CAREFULLY.
You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (x) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (y) you are duly authorized by such legal entity to act on its behalf.
You expressly acknowledge, agree, and understand that: the Site is merely a platform through which Posters and Hunters conduct transactions. Unless participating on the Site as a Poster, Gitcoin is not involved in the transactions, and has no control over the quality, safety, or legality of Tasks or consideration for Tasks, the ability of Hunters to perform Tasks to Posters’ satisfaction, or the ability of Posters to pay for Tasks. You are not an employee of Gitcoin, and Gitcoin does not, in any way, screen, supervise, direct, or control Hunters or services performed for or delivered to Posters (“Hunter Services”). Gitcoin will not have any liability or obligations under or related to Service Contracts (defined below) for any acts or omissions by you or other Users. Gitcoin has no control over Hunters or the Hunter Services offered or rendered by Hunters and Gitcoin makes no representations as to the reliability, capability, or qualifications of any Hunter or the quality, security, or legality of any Hunter Services, and Gitcoin disclaims any and all liability relating thereto. Use of the Site is at your own risk. Because Gitcoin is not a party to the transactions between Posters and Hunters, Gitcoin is not responsible for resolving any disputes between participants related to any Tasks.
As a Poster, you agree that: (a) you will interact with Hunters in a professional and courteous manner, and accurately describe your Task; (b) you may only use the Site for business, commercial, or research purposes; (c) you may not have Hunters perform Tasks through venues other than the Site; (d) payment will be issued and remitted to Hunters upon the your approval of Task; (e) payment is not refundable; (f) you will not reject Tasks performed by Hunters without good cause; and (g) you will not post a Task that violates any part of section 11 of the Terms.
As a Hunter, you agree that: (a) you will interact with Posters in a professional and courteous manner, and provide reasonably requested information in connection with your performance of Tasks; (b) you will perform Tasks in a competent and workmanlike manner; (c) you will supply complete, accurate, non-malicious information for all Tasks you perform; (d) you will not perform Tasks through venues other than the Site; (e) you will not submit anything to Poster that violates section 11 of the Terms; and (f) Posters may reject Tasks you perform for good cause and currently there is no way for a Hunter to dispute any rejection of a submission made through the Site, meaning you may not be paid if a Poster rejects your submission.
Hunter will perform the Hunter Services in a professional and workmanlike manner and will timely deliver any agreed upon tangible or intangible results or deliverables, including, but not limited to, configurations, computer programs, software, applications, or other information, and any intellectual property developed in connection therewith (“Work Product”). Where applicable, the Work Product must be submitted to Poster in open source format.
Any Work Product from Tasks performed as a Hunter is a "work made for hire" for the benefit of the Poster. Upon Hunter’s receipt of full payment from Poster, the Work Product, including without limitation all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction (“Intellectual Property Rights”) in the Work Product, will be the sole and exclusive property of Poster, and Poster will be deemed to be the author thereof. If Hunter has any Intellectual Property Rights to the Work Product that are not owned by Poster upon Hunter’s receipt of payment from Client, Hunter hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Hunter retains no rights to use, and will not challenge the validity of Poster’s ownership in, such Intellectual Property Rights. Hunter hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
Hunter agrees that it will not incorporate into Work Product or otherwise supply Poster any deliverable for which the use or distribution of the code will create (or purport to create) obligations for Poster to grant any rights or immunities under Poster’s intellectual property to a third-party, including without limitation any obligation that the Work Product or Poster software combined with, derived from, or distributed with such Work Product (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works, or (c) be redistributable at no charge.
Hunters perform Tasks for Posters in their personal capacity as an independent contractor and not as an employee of a Poster or Gitcoin. As a Hunter, you agree that: (a) you are responsible for and will comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (b) these Terms do not create an association, joint venture, partnership, franchise, or employer/employee relationship between you and Poster, or you and Gitcoin; (iii) you will not represent yourself as an employee or agent of a Poster or Gitcoin; (iv) you will not be entitled to any of the benefits that a Poster or Gitcoin may make available to its employees, such as vacation pay, sick leave, and insurance programs, including group health insurance or retirement benefits; and (v) you are not eligible to recover worker's compensation benefits in the event of injury. As an independent contractor, Hunter is free at all times to provide Hunter Services to persons or businesses other than Poster, including any competitor of Poster. Hunter does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Poster or Gitcoin. As a Poster, you will not engage a Hunter in any way that may jeopardize that Hunter's status as an independent contractor performing Tasks for you. Posters may not require an exclusive relationship.
As used herein, a “Service Contract” means, as applicable, the unilateral contractual provisions created by Poster that govern the Hunter Services to be performed by Hunter for Poster for a particular Task posted to the Site and which will typically include a description of the Task or Tasks to be completed, the amount and type of currency as compensation, and the deadline. You acknowledge and agree that Gitcoin is not a party to any Service Contracts, and that the formation of a Service Contract between any Posters and Hunters will not, under any circumstance, create an employment or other service relationship between Gitcoin and Poster or Gitcoin and Hunter.
In order to use Site Services, each User must provide its Ethereum wallet address. The Site and the Site Services operate with Ether or ERC20 compatible tokens. Payment to Hunters will occur upon Poster’s acceptance of Hunter’s Work Product. Acceptance of a Hunter’s Work Product is at the sole discretion of the Poster.
You may not use, or encourage others to use, Gitcoin for any illegal, harmful, fraudulent, infringing, or objectionable activities. Here is a non-exhaustive list of prohibited activities:
You expressly understand and agree that your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You release Gitcoin from all liability for content you acquired or failed to acquire through the Service.
By utilizing the Service or platform in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of public/private key cryptography, native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard (https://github.com/ethereum/EIPs/issues/20), and blockchain-based software systems.
Gitcoin is an early stage platform. You acknowledge that Ethereum applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any available code provided by the Services. You further expressly acknowledge and represent that applications can be written maliciously or negligently, that Gitcoin cannot be held liable for your interaction with such applications. These warnings and others later provided by Gitcoin in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Service.
You acknowledge and accept that the Services (i) may contain bugs, errors and defects, (ii) may function improperly or be subject to periods of downtime and unavailability, (iii) may result in total or partial loss or corruption of data used in the Services, and (iv) may be modified at any time, including through the release of subsequent versions, all with or without notice.
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITES AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITES AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITES AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GITCOIN NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT (INCLUDING, IN JURISDICTIONS WHERE PERMITTED, NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF GITCOIN HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITES OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITES OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITES OR SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
18.1. Site License
18.2. User Content License
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Gitcoin and our successors and affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
Gitcoin may terminate or suspend all or part of the Service without prior notice or liability if you breach any of the terms or conditions of the Terms. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
The following provisions of the Terms survive any termination of these Terms: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.
If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide Gitcoin a written notice containing the following information:
Gitcoin can be reached at:
Subject Line: Copyright Notification
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
22.1. Initial Dispute Resolution
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
22.2. Binding Arbitration
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the “AAA”), excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Binding arbitration shall take place in New York. You agree to submit to the personal jurisdiction of any federal or state court in New York County, New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
22.4. Class Action Waiver
The parties further agree that any arbitration or other permitted action shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND GITCOIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
22.5. Exception - Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
22.6. 30-Day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: Gitcoin ℅ ConsenSys, 49 Bogart Street, Brooklyn NY 11206 and via email at firstname.lastname@example.org, with subject line “Gitcoin LEGAL OPT OUT”. The notice must be sent within 30 days of your first use of the Service otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Gitcoin also will not be bound by them.
22.7. Changes to this Section
Gitcoin will provide 60-days’ notice of any changes to this section. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day. For any dispute not subject to arbitration you and Gitcoin agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in New York, New York. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The Terms and the relationship between you and Gitcoin shall be governed by the laws of the State of New York without regard to conflict of law provisions.
In addition to the recognition that Gitcoin is not a party to any Service Contract between Users, you hereby release Gitcoin, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the work provided to the Gitcoin Poster and requests for refunds based upon disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
24.1. Entire Agreement
These Terms (and any additional terms, rules and conditions of participation that Gitcoin may post on the Service) constitute the entire agreement between you and Gitcoin with respect to the Service and supersedes any prior agreements, oral or written, between you and Gitcoin. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.
24.2. Waiver and Severability of Terms
The failure of Gitcoin to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
24.3. Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Users with questions, complaints or claims with respect to the Service may contact us at email@example.com.
The Site is controlled, operated and administered by Gitcoin from its offices within the United States of America and is not intended to subject Gitcoin to the laws or jurisdiction of any state, country or territory other than that of the United States. Gitcoin does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to United States export controls and are responsible for any violations of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting exports. Gitcoin may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.