COLLEDGE GLOBAL TERMS OF SERVICE
Last updated: January 15, 2024
These Terms of Service constitute a legally binding agreement between you and Colledge Holdings, Inc. (“Colledge”) governing your use of the Colledge Platform. Colledge’s websites (including www.colledge.us) (the “Sites”), mobile applications (the “Apps”), and related services, information and communications are collectively referred to as the “Colledge Platform.”
The use of all personal data you submit to the Colledge Platform or which we collect about you is governed by our Global Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is posted on our website and available https://beta.colledge.us/. You acknowledge that by using the Colledge Platform you have reviewed the Privacy Policy.
Your consent at registration and continued use of the Colledge Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Global Terms of Service, and the Privacy Policy https://beta.colledge.us, for the country in which the service is performed, as well as any future amendments and additions to this Agreement (as defined below) we may publish from time to time. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using the Colledge Platform.
The Privacy Policy for the country in which the service is performed are incorporated by reference into these Terms of Service and together form and are hereinafter referred to as the “Agreement”.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE COLLEDGE PLATFORM.
PLEASE NOTE: SECTION 28, WHICH CONTAINS JURISDICTION-SPECIFIC PROVISIONS, SPECIFIES HOW USERS AND COLLEDGE RESOLVE DISPUTES. FOR U.S. AND CANADIAN USERS, SECTION 28 CONTAINS AN ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST COLLEDGE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR USING THE COLLEDGE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING, AS APPLICABLE FOR U.S AND CANADIAN USERS, THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) AND YOU ACCEPT ALL OF ITS TERMS.
Your use of the Colledge Platform in a country other than the country in which you register constitutes your acceptance of and agreement to all of the terms and conditions in the Agreement for that country.
A few highlights of these Terms of Service include:
The Colledge Platform is a web- and app-based two-sided marketplace which enables connections between Clients and Freelancers (the “Colledge Platform”). “Clients” are individuals and/or businesses seeking to obtain short-term services (“Services”) from Freelancers and are therefore clients of Freelancers, and “Freelancers” are businesses seeking to perform Services for Clients. Clients and Freelancers together are hereinafter referred to as “Users.” If you agree on the terms of a Service with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.
FREELANCERS ARE INDEPENDENT BUSINESS OWNERS. FREELANCERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF COLLEDGE. COLLEDGE DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. BY CONNECTING PEOPLE AND BUSINESSES SEEKING SERVICES WITH SERVICE PROVIDERS, COLLEDGE OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS CLIENTS WITH SERVICE PROVIDERS (FREELANCERS) WHO WISH TO PERFORM A VARIETY OF SERVICES.
USERS HEREBY ACKNOWLEDGE THAT COLLEDGE DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A FREELANCER’S WORK AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE SERVICES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.
Any reference on the Colledge Platform to a Freelancer being licensed or credentialed in some manner, or “badged,” “reliable,” “reliability rate,” “elite,” “great value,” “background checked,” “vetted” (or similar language) designations indicates only that the Freelancer has completed a relevant account registration process or met certain criteria and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Colledge of such Freelancer’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for Clients to evaluate when they make their own decisions about the identity and suitability of Freelancers whom they select, interact, or contract with via the Colledge Platform.
The Colledge Platform enables connections between Users for the fulfillment of Services. Colledge is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services, Freelancers, or Clients, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings or reviews provided by Users with respect to each other. Colledge makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Services requested or services provided by, or the communications of or between, Users identified through the Colledge Platform, whether in public or private, via on- or off-line interactions, or otherwise howsoever.
Freelancer Background Checks
Freelancers may be subject to a review process before they can register for and during their use of the Colledge Platform, which may include but is not limited to identity verification and criminal background checks, using third-party services as appropriate (“Background Checks”). Although Colledge may perform Background Checks, Colledge cannot confirm that any User is who they claim to be, and Colledge cannot and does not assume any responsibility for the accuracy or reliability of Background Check information.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Colledge will not be liable for any false or misleading statements made by Users of the Colledge Platform.
NEITHER COLLEDGE, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES”) IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE COLLEDGE PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE COLLEDGE AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE COLLEDGE PLATFORM.
User Representations and Warranties
All Users represent and warrant that:
Freelancers additionally represent and warrant that:
You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Service. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the Colledge Platform, and any other contractual terms accepted by both the Freelancer and their Client to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Colledge’s obligations or restrict Colledge’s rights under this Agreement. Colledge is not a party to any Service Agreement, and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Colledge and the Freelancer, nor will it create an employment relationship between the Client and the Freelancer. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Colledge.
Where approved in advance by the Client, the Freelancer is not obligated to personally perform the Service. Freelancers may engage assistants, helpers, subcontractors or other personnel that have also been approved to use the Colledge Platform (collectively “Freelancer Assistants”). For safety reasons, such Freelancer Assistants shall have been registered through the Colledge Platform. A Freelancer’s failure to comply with this provision shall be a violation of these Terms of Service and could lead to removal from the Colledge Platform. The Freelancer assumes full and sole responsibility for the acts and omissions of such Freelancer Assistants and is fully responsible for the lawful payment of all compensation, benefits and expenses of Freelancer Assistants, if any, and for all required and applicable tax withholdings as to such Freelancer Assistants. Clients are responsible for confirming with their Freelancer that any Freelancer Assistants are registered Freelancers on the Colledge Platform.
While using the Colledge Platform, Clients, in their sole discretion, determine whether they will be present or not when a Service is performed. Clients agree that if someone other than them books the Service on their behalf or is present in their stead when the Service is performed, they are appointing that person as their agent (“Client’s Agent”) and the Freelancer may take and follow direction from the Client’s Agent as if such direction was given from the Client him- or herself. If you are a Client’s Agent and accessing and using the Colledge Platform on behalf of a Client, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Terms of Service. Client’s Agent may authorize any applicable waiver of the Client’s scoping, direction, or instruction of the Freelancer’s work or performance of the Service in the Client’s stead. Client agrees that such direction and/or waiver is valid against Client and Client’s Agent, and Client shall be responsible and liable for all such direction and/or waiver as if made by Client him or herself. Client assumes full and sole responsibility for the acts and omissions of Client’s Agents.
The Client shall pay their Freelancer(s) in full for all Services via the PSP as indicated on the Colledge Platform, at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Service.
Users of the Colledge Platform contract for Services directly with other Users. Colledge will not be a party to any contracts for Services. Client, and not Colledge, is responsible for payment for all Service through the Colledge Platform. Such payment must be made via the PSP. Colledge is not obligated to compensate Freelancer for Client’s failure to pay for services.
The Service Payment, service charge, and any other fees must be paid through the PSP. Clients on the Colledge Platform will be required to provide their payment method details to Colledge and the PSP. Freelancers are responsible for accurately invoicing their Clients within 24 hours of the work being performed, even if the Service is not completed in its entirety or is designated as “ongoing”. Clients will be responsible for paying the invoice(s) for each Service (the “Invoice(s)”), which will include (a) the pricing terms of the Service provided by the Freelancer and agreed upon by the parties (“Service Payment”), (b) any out of pocket expenses agreed upon by the parties and submitted by the Freelancer in connection with the Service, (c) the service charge Colledge assesses to the Client for access to and information regarding Freelancers, and (d) the fees Colledge assesses to the Client for customer support, and other various other services, or (e) cancellation charges, if applicable. In addition, a tip or gratuity, as applicable, may be added by the Client or at the Client’s direction to the Invoice(s), and all such tips or gratuities shall go directly to the Freelancer. Clients may also be charged credit card processing fees equal to 3% of the aggregate expense amount if expenses related to a Service individually, or Services in the aggregate over a 30-day period, exceed $300, as applicable in your country. Freelancers will be responsible for paying (i) registration fees, if applicable, and (ii) repayment of erroneous payments.
Freelancers will be required to set up an account with the PSP, which may require any or all of the following: registration with the PSP, consent to the terms of service of the PSP, and completion of a vetting process and/or account validation at the request of the PSP. By accepting these Terms of Service, each Freelancer agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement (the “PSP Services Agreement”). Please note that Colledge is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Colledge has no obligations, responsibility or liability to any Freelancer or other party under the PSP Services Agreement.
To help prevent fraud and safeguard User information from the risk of unauthorized access, Colledge and/or the PSP may validate an account before activation and prior to each booking. As part of the validation process, temporary charges may be placed on the account associated with the User and then refunded within 1-5 business days. This temporary charge may vary depending on the estimated value of the Service and expenses.
When Client receives confirmation through the Colledge Platform or via email that a Service has been completed, Client automatically authorizes the PSP to process the Invoice(s). Clients may be billed a one-hour cancellation charge as damages at the Freelancer’s hourly rate through the PSP if you book a Service, but cancel it before the scheduled time for performance.
Colledge reserves the right (but not the obligation) upon request from Client or Freelancer, or upon notice of any potential fraud, unauthorized charges or other misuse of the Colledge Platform, to place on hold any Service Payment, out of pocket expenses, and/or tip or gratuity (if applicable), or refund or provide credits, or arrange for the PSP to do so.
Users of the Colledge Platform may be liable for any taxes or similar charges (including VAT, if applicable in the country where the Service is performed) required to be collected and/or paid on the Services and/or fees provided under the Agreement. In certain jurisdictions, applicable rules may require that we collect or report tax and/or revenue information about you. You agree that Colledge may issue on your behalf receipts or similar documentation to facilitate accurate tax reporting.
Colledge may from time to time provide certain promotional opportunities and contests to Users. All such promotions will be run at the sole discretion of Colledge, and can be implemented, modified, or removed at any time by Colledge without advance notification. The liability of Colledge and Affiliates, as well as any of Colledge’s corporate partners pursuant to such promotional opportunities and contests, shall be subject to the limitations set forth in Section 17 of these Terms of Service.
At the sole discretion of Colledge, Colledge gift cards (“Gift Cards”) and promotional codes (“Promo Codes”) may be available and can be used to pay Service Payments and the Colledge service charge and other fee in part or in full, but may not be used to pay for reimbursement of out of pocket expenses or tips or gratuity associated with a Service provided through the Colledge Platform.
Promo Codes are an offer by Colledge to reduce the amount a Client has to pay in relation to a Service payment, service charge, and/or other support fees. Promo Codes will not affect the amount of the Service Payment a Freelancer ultimately receives. The use or application of any Promo Code is solely intended as a promotional initiative and does not in any way create a relationship or engagement between Colledge or the Freelancer or Client, or constitute wages, fees or other amounts paid to the Freelancer. You agree that you will use Promo Codes in accordance with the terms and conditions governing the Promo Code. A new user Promo Code may only be used once per User, regardless of the email address used during registration. Colledge reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by you or any other User in the event that the use or redemption of a Promo Code was in error, fraudulent, illegal, or otherwise in violation of the applicable Promo Code terms and conditions or this Agreement.
Gift cards can only be used in connection with Services performed on the Colledge Platform, are not replaceable if lost or stolen, and have no expiration date. Gift cards have no cash value and cannot be exchanged for cash except as required by law. Gift Cards must be entered directly into the Client account; they may not be directly accepted by Freelancers as a payment method.
A Gift Card cannot be combined with any other Gift Cards, gift certificates or Promo Codes. No credit card, credit line, overdraft protection, or deposit account is associated with your Gift Card. You cannot “reload” (or add value/balance) to your Gift Card at this time. If a Gift Card holder’s purchase exceeds the amount of that Gift Card’s balance, the Gift Card holder must pay the difference by another means. Unused Gift Card balances are not transferable. Colledge reserves the right to correct the balance of a Gift Card if Colledge believes that a billing error has occurred. Colledge reserves the right to limit quantities of Gift Cards purchased by any person or entity, and to cancel a Gift Card if it believes that the Gift Card was obtained through fraudulent or unauthorized means. Gift Cards and their use are subject to this Agreement, and use of a Gift Card constitutes acceptance thereof.
You agree to comply with all Gift Card terms and conditions.
The Colledge Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, service postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Colledge Platform, you should not share your personal contact information with other Users.
Without limitation, the Colledge Platform may not be used for any of the following purposes:
While using the Colledge Platform, you may not:
You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. Colledge will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Colledge Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Colledge’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.
Colledge may suspend your right to use the Colledge Platform pending its investigation of a potential breach by you of this Agreement. Colledge may deactivate your account or limit your use of the Colledge Platform upon its determination that you breached a provision of this Agreement (a “User Breach”). Colledge will provide you with written notice of its determination as required by law, unless we have reason to believe the User’s account has been compromised such that the notice would go to the wrong person, or notice would otherwise be counterproductive or would create a risk to safety. If you wish to appeal this determination, please contact help@colledge.us within 14 days of receipt of such notice with the grounds for your appeal.
If Colledge suspends or deactivates your account or limits your use of the Colledge Platform pursuant to this Section 8, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
Even after your right to use the Colledge Platform is suspended, terminated or limited, this Agreement will remain enforceable against you. Colledge reserves the right to take appropriate legal action pursuant to the Agreement.
Colledge reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Colledge Platform at its sole discretion. Colledge will provide you with notice of any such modification or discontinuation as required by law. To the extent permitted by law, Colledge shall not be liable to you for any modification or discontinuance of all or any portion of the Colledge Platform. Colledge has the right to restrict anyone from completing registration as a Freelancer if such person may threaten the safety and integrity of the Colledge Platform, or if such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time by ceasing all use of the Colledge Platform and deactivating your account.
You must register with Colledge and create an account to use the Colledge Platform. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by Colledge for accessing the Colledge Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. Colledge has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to notify Colledge immediately.
You acknowledge that telephone calls to or from Colledge, together with its agents and Affiliates, may be monitored and recorded for the purposes of quality control and training.
You verify that any contact information provided to Colledge, its agents and Affiliates, and Users, including, but not limited to, your name, business name, mailing address, email address, your residential or business telephone number, and/or your mobile telephone number, is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or deactivate your account. Should any of your contact information change, you agree to immediately notify Colledge before the change goes into effect by emailing help@colledge.us. If the change regards ownership of your telephone numbers, you may notify Colledge by texting STOP to any text message sent to the retiring phone number.
“User Generated Content” is defined as any information and materials you provide to Colledge, its agents, Affiliates, and corporate partners, or other Users in connection with your registration for and use of the Colledge Platform and participation in Colledge promotional campaigns, including without limitation the information and materials posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Colledge is not involved in the creation, development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that Colledge has no obligation to monitor or review User Generated Content, but reserves the right to limit or remove User Generated Content if it is not compliant with the terms of this Agreement.
You hereby represent and warrant to Colledge that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (c) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality (to the extent recognized by law in the country where the Service is performed); (d) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (e) will not be defamatory, libellous, malicious, threatening, or harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with Colledge or otherwise purport to act as a representative or agent of Colledge; and (i) will not create liability for Colledge or cause Colledge to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.
The Colledge Platform hosts User Generated Content relating to reviews and ratings of specific Freelancers (“Feedback”). Feedback is such User’s opinion and not the opinion of Colledge and has not been verified or approved by Colledge. You agree that Colledge is not responsible or liable for any Feedback or other User Generated Content. Colledge encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Colledge is not obligated to investigate any remarks posted by Users for accuracy or reliability or to consider any statements or materials posted or submitted by Users about any Feedback but may do so at its discretion. You agree that Feedback enables Users to post and other Users to read about Users’ expression of their experiences and that you will not complain or take any action merely because you happen to disagree with such Feedback. You may request removal of a review that violates this Agreement or the Colledge Ratings and Reviews Guidelines by contacting the support team at help@colledge.us. Each Client should undertake their own research prior to booking to be satisfied that a specific Freelancer has the right qualifications for a Service.
Colledge respects the personal and other rights of others and expects Users to do the same. Colledge is entitled to identify a User to other Users or to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly.
If a User believes, in good faith, that any User Generated Content provided on or in connection with the Colledge Platform is objectionable or infringes any of its rights or the rights of others (e.g., counterfeiting, insult, invasion of privacy), the User is encouraged to notify Colledge. If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify Colledge. Such notification can be made at Colledge Holdings Inc., 111 Dunnell Road, Unit 2, Maplewood, NJ 07040.
The Colledge Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Colledge or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Colledge Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Colledge does not control any such websites, and is not responsible for their availability, accuracy, content, advertising, products, or services, or of the links to such websites or content. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Colledge is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Colledge has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Colledge Platform at its sole discretion.
The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access such third-party websites at your own risk. Colledge expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Colledge Platform. You hereby agree to hold Colledge harmless from any liability that may result from the use of links that may appear on the Colledge Platform.
Colledge operates as an online marketplace that connects Clients with service providers (Freelancers) who wish to perform a variety of Services. Colledge does not perform Services and does not employ people to perform Services. Freelancers operate as independent business owners and are customarily engaged in an independently established business of the same nature as that involved in the services performed for Clients through the Colledge Platform. Colledge does not control or direct the Freelancers’ performance of their services or set their work locations, work hours, or terms of work. Freelancers provide services under their own name or business name, and not under Colledge’s name. Freelancers provide their own tools and supplies to perform their services; Colledge does not provide the tools or supplies. Freelancers are free to maintain a clientele without any restrictions from Colledge and are free to offer and provide their services elsewhere, including through competing platforms. Freelancers are free to accept or reject Clients and contracts. Freelancers are not penalized for rejecting Clients or contracts, though if Freelancers accept a Client or contract through the Colledge Platform, they are expected to fulfill their contractual obligations to their client. Freelancers set their own rates for services performed in the Colledge general marketplace, without deduction by Colledge.
The Colledge Platform is not an employment agency service or business and Colledge is not an employer of any User. Freelancers acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing Services and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.
Freelancers determine which categories they are qualified to service in, and scope the Service directly with their Client. Colledge does not oversee, monitor or direct how a Freelancer performs a Service, does not monitor Services or chat threads between Users, and does not otherwise assume responsibility for the actions of Users. Clients are advised to confirm with their Freelancer that s/he is qualified to perform the Service prior to the Service taking place. Colledge is not liable for the acts or omissions of Users, nor does Colledge provide insurance against any losses sustained by Users. That said, Colledge wants Users to be happy about their experience using the Colledge Platform and, subject to verification and confirmation from the Freelancer and User, as well as any other necessary approvals from Colledge, Colledge guarantees user satisfaction up to the complete cost of the service to encourage continued use of the Colledge Platform.
Payments made under the Colledge guarantee are made at Colledge’s sole discretion, and are subject to certain conditions, limitations and exclusions, as solely determined by Colledge. The Colledge guarantee does not supersede any of the terms set forth in these Terms of Service or the Privacy Policy, including any of the limitations on liability set forth in these Terms of Service. In the unlikely event of a conflict with the Colledge guarantee, these Terms of Service prevail over any contrary interpretation of Colledge’s guarantee. Our guarantee of service is not insurance and Colledge is not an insurer, as such terms are generally understood for regulatory purposes.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including Colledge designs, trademarks, and logos (collectively “Proprietary Material”) that Users see or read through the Colledge Platform is owned by Colledge, excluding User Generated Content, which Users hereby grant Colledge a license to use as set forth above in Article 10. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Colledge owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Colledge Platform without Colledge’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Generated Content. Any use of such Proprietary Material other than as permitted herein is expressly prohibited.
The service marks and trademarks of Colledge, including without limitation Colledge, Colledge Lifestyle, and associated logos, are service marks owned by Colledge. Any other trademarks, service marks, logos and/or trade names appearing via the Colledge Platform are the property of their respective owners. Colledge’s proprietary marks and logos are not available for use by Freelancers. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Colledge respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Colledge Platform infringe upon your copyright or other intellectual property right, please send the following information to Colledge’s at Colledge Holdings Inc., 111 Dunnell Road, Unit 2, Maplewood, NJ, 07040, help@colledge.us
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Colledge and agree that you will not, for the lifetime of your account on Colledge plus 10 years thereafter, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the Colledge Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall promptly notify Colledge in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall return all originals and any copies of any and all materials containing Confidential Information to Colledge promptly upon deactivation of your User account or termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Colledge’s trade secrets, confidential and proprietary information, and all other information and data of Colledge that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other Proprietary Materials and confidential information relating to Colledge or Colledge’s business, operations or properties, including information about Colledge’s staff, Users or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.
Please note that for Users outside the United States, this Section 17 may be subject to the jurisdiction-specific exemptions set forth in Section 28.
THE TECHNOLOGY OF THE COLLEDGE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, AND NON-INFRINGEMENT. COLLEDGE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE COLLEDGE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE COLLEDGE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE COLLEDGE PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
Colledge does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the Colledge Platform or any hyperlinked website or featured in any banner or other advertising, and Colledge will not be a party to or in any way be responsible for any transaction between you and other Users, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Colledge and Affiliates do not warrant that access to the Colledge Platform will be uninterrupted or that the Colledge Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Colledge Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Service, service, information or materials provided through or in connection with the use of the Colledge Platform. Colledge and Affiliates are not responsible for the conduct, whether online or offline, of any User. Colledge and Affiliates do not warrant that the Colledge Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Colledge and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.
Notwithstanding any feature or service that a Client may use to expedite Freelancer selection, each Client is responsible for determining the Service and selecting or otherwise approving their Freelancer and Colledge does not warrant any goods or services purchased by a Client and does not recommend any particular Freelancer notwithstanding their placement or priority on the Colledge Platform or in search results on the Colledge Platform. Colledge does not provide any warranties or guarantees regarding any Freelancer’s ability, professional accreditation, registration, background, or licensure.
YOU ACKNOWLEDGE AND AGREE THAT COLLEDGE IS ONLY WILLING TO PROVIDE THE COLLEDGE PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COLLEDGE AND AFFILIATES, OR THEIR CORPORATE PARTNERS, LIABLE FOR ANY CLAIMS, DEMANDS, DAMAGES, EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY, INCLUDING ATTORNEY’S FEES AND COSTS (COLLECTIVELY, “LIABILITIES” ) THAT HAVE ARISEN OR MAY ARISE, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE COLLEDGE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COLLEDGE AND AFFILIATES, AND ANY DESTRUCTION OF YOUR USER GENERATED CONTENT.
UNDER NO CIRCUMSTANCES WILL COLLEDGE AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR, AND YOU HEREBY RELEASE COLLEDGE AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY COLLEDGE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEYS FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE COLLEDGE PLATFORM OR THE SERVICE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH CASES THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
COLLEDGE AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS COLLEDGE PLATFORM. COLLEDGE AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE COLLEDGE PLATFORM.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COLLEDGE AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COLLEDGE (IF YOU ARE A CLIENT) OR TOTAL SERVICE PAYMENTS PAID TO YOU BY CLIENTS (IF YOU ARE A FREELANCER), DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You hereby agree to indemnify, defend, and hold harmless Colledge and Affiliates from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation on, the Colledge Platform; (ii) your participation in Services, or your ability or inability to perform or obtain the performance of Services or to receive payment therefore; (iii) your breach or violation of this Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) your failure to abide by your representations and warranties in Section 2; (vi) any content submitted by you or using your account to the Colledge Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vii) if you are a Client, the acts or omissions of any Client’s Agents. Colledge reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Colledge.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Colledge Platform, your relationship with Colledge, Services, or this Agreement (including previous versions), (“Dispute”), you and Colledge agree to first attempt to negotiate any Dispute informally for at least 60 days before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in Section 28). Such informal negotiations will commence upon written notice in accordance with these terms. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Colledge. Colledge’s address for such notice is, Attention: Colledge Holdings Inc., 111 Dunnell Road, Unit 2, Maplewood, NJ, 07040
PLEASE NOTE: FOR MORE INFORMATION ABOUT DISPUTE RESOLUTION TERMS, PLEASE REVIEW THE JURISDICTION-SPECIFIC SECTION APPLICABLE TO YOU BELOW. IF YOU ARE A USER IN THE U.S. OR CANADA, IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE U.S. AND CANADA JURISDICTION-SPECIFIC SECTIONS FOR MORE DETAILS).
The following applies to any App accessed through or downloaded from the Apple App Store (an “App Store-Sourced Application”):
You acknowledge and agree that (i) the Agreement is entered into between you and Colledge only, and Apple is not a party to this Agreement other than as third-party beneficiary as contemplated below, and (ii) Colledge, not Apple, is solely responsible for the App Store-Sourced Application and content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application.
In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application. As between Colledge and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Colledge, subject at all times to warranty limitations and exclusions set forth in this Agreement.
You and Colledge acknowledge that, as between Colledge and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Application or your possession and use of the App Store-Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Colledge acknowledge that, in the event of any third party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, as between Colledge and Apple, Colledge (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, though only to the extent required by this Agreement.
You and Colledge acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store-Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store-Sourced Application against you as a third party beneficiary thereof.
Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Application.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by Colledge to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Colledge with respect to its subject matter and supersedes and governs any and all prior agreements or communications except as otherwise specified in the Arbitration Agreement in Section 28A. However, this Agreement does not supersede other agreements about other subject matter that you may have with Colledge, as the case may be.
The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” provision in the section applicable to U.S. Residents in Section 28A below, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. You hereby acknowledge and agree that we may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Upon the effective date of the assignment of the Agreement (a) Colledge shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment and, (b) the assignee entity shall replace Colledge for the performance of this Agreement. This Agreement may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 22 shall be null and void. This Agreement will inure to the benefit of Colledge, its successors and assigns. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Colledge Platform.
Freelancers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Services. Indeed, certain types of Services and services may be prohibited altogether, and it is the responsibility of Freelancers to avoid such prohibited Services. Penalties may include fines or other law enforcement. If you have questions about how national/ state/ provincial/ territorial and local laws apply to your Services on the Colledge Platform, you should first seek appropriate legal guidance.
Because Colledge does not supervise, scope, direct, control, or monitor a Freelancer’s work or performance of Services, Clients must determine for themselves whether a Freelancer has the skills and qualifications necessary to perform the specific Service at hand. Clients may wish to consult their national/state/provincial/territorial or local requirements to determine whether certain Services are required to be performed by a licensed or otherwise registered professional. Clients may also wish to discuss with their Freelancer any specific hazards, obstacles, or impediments in the Service location (both visible and concealed) that may impact the performance of the Service.
Colledge reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service and Privacy Policy, ) and review, improve, modify or discontinue, temporarily or permanently, the Colledge Platform or any content or information through the Colledge Platform at any time, effective with or without prior notice and without any liability to Colledge. Colledge may also impose limits on certain features or restrict your access to part or all of the Colledge Platform without notice or liability.
Colledge will endeavor to notify you of material changes to this Agreement by email but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using the Colledge Platform. Your continued use of the Colledge Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.
The provisions of this Agreement are for the sole benefit of the Parties and their permitted successors and assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights except as set forth in Section 20) or to give any person or entity other than the User any interest, remedy, claim, liability, reimbursement, claim of action or any other claim of action with respect to or in connection with any agreement or provision contained herein or contemplated hereby. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement, provided, however, that a Client’s Agent may act in the name of and on behalf of his/her Client.
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by email or by posting Notices on the Sites. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all Notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service.
If you have any questions about these Terms of Service or about the Colledge Platform, please contact us by email at help@colledge.us or by mail to 111 Dunnell Road, Unit 2, Maplewood, NJ, 07040.
By using the Colledge Platform, you agree to transact electronically through the Colledge Platform. You also agree to the following: (i) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (ii) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing; and (iii) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
To the extent that there are any discrepancies or inconsistencies between the Global Terms of Service and the following jurisdiction-specific provisions, the jurisdiction-specific provisions shall prevail, govern and control for Users in those jurisdictions.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND COLLEDGE CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND COLLEDGE TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND COLLEDGE MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with Colledge.
To the fullest extent permitted by applicable law, you and Colledge agree to arbitrate any and all disputes and claims (“collectively, “Claim” or “Claims”) relating to, arising from or regarding your use of the Colledge Platform, your relationship with Colledge, Services, or this Agreement (including previous versions), including Claims by Colledge, Claims against Colledge and Claims against Colledge’s Affiliates (including its parent company).
To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by Colledge; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Colledge and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.
If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and Colledge agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND COLLEDGE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and Colledge agree that any arbitration will be limited to the Claim between Colledge (and/or, if applicable, its Affiliates) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COLLEDGE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and Colledge otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
(c) Representative PAGA Waiver
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and Colledge agree not to bring a representative action on behalf of others under the California Private Attorneys General Act (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and Colledge agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”).
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
(d) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and Colledge agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by two arbitrators who are chosen by the AAA in good faith.
As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all Claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:
(i) If Colledge initiates arbitration under this Arbitration Agreement, Colledge will pay all AAA filing and arbitration fees.
(ii) If a Client or Freelancer files a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $4,000, Colledge will pay all AAA filing and reasonable arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(iii) If a Client or Freelancer files a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $4,000, Colledge shall pay all reasonable costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and the Client or Freelancer shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the Service was performed, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.
(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.
Unless you and Colledge agree otherwise, any arbitration hearings with a Freelancer will take place in New York, NY, and any arbitration hearings with a Client will take place in New York, NY.
(e) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
(f) Severability
In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(g) Opt Out of Arbitration Agreement
For Freelancers, you may opt out of the requirement to arbitrate if you have not previously agreed to an arbitration provision in Colledge’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this version of the arbitration agreement in the manner specified below, but opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with Colledge.
Except as specified in this arbitration agreement, if you are a Freelancer, you may opt out of the Arbitration Agreement by notifying Colledge in writing within 30 days of your agreement to these Terms of Service. To opt out, you must send a signed written notification to Colledge Holdings Inc., 111 Dunnell Road, Unit 2, Maplewood, NJ 07040, Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you wish to opt out of the Arbitration Agreement.
(h) Freelancer Claims in Pending Class Action
If you are a member of a putative class in a wage and hour class action lawsuit against Colledge that is pending as of the effective date of these Terms of Service (a “Pending Class Action”), then this Arbitration Agreement shall not apply to your claims in that particular class action. Instead, your claims in that Pending Class Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.
(a) Your Consent to Receive Automated Calls/Texts.
You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive calls or text messages (which may include prerecorded voice messages, and/or autodialed calls) from Colledge and Affiliates, or from independent contractors (including Freelancers) related to promotions, your account, registration, onboarding, upcoming or scheduled Services, changes and updates, service outages, follow-ups to any push notifications delivered through our mobile application, any transaction with Colledge, and/or your relationship with Colledge. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree that Colledge may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. You agree to receive automated calls and text messages from Colledge and Affiliates, or from independent contractors (including Freelancers) even if you cancel your account or terminate your relationship with Colledge, except if you opt-out. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. Message frequency varies. Carriers are not liable for delayed or undelivered messages. To opt-out, please see the Opt-Out Instructions below.
(b) Opt-Out Instructions.
Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive or email help@colledge.us and specify that you want to opt out of text messages. You may also text HELP for help in response to any unwanted messages. You acknowledge and agree to accept a final text message confirming your opt-out. To opt-out of automated voice calls (not text messages), you must provide Colledge with written notice to help@colledge.us revoking your consent to receiving automated calls; in that written notice, you must include your full name, mailing address, account number, and the specific phone number(s) for which you wish to stop automated calls. It is your sole responsibility to notify Colledge if you no longer want to receive automated calls or text messages.
You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.
(c) Fees and Charges.
There is no fee to receive automated telephone calls or text messages from Colledge, our agents, affiliates, and independent contractors (including Freelancers). However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Colledge and its agents, affiliates, and independent contractors (including Freelancers) are not responsible for such charges.
(d) Unauthorized Use of Your Telephone Device.
You must notify Colledge immediately of any breach of security or unauthorized use of your telephone device. Although Colledge and Affiliates, and independent contractors (including Freelancers) will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.
(e) Your Indemnification to Colledge.
You agree to indemnify Colledge and Affiliates, and independent contractors (including Freelancers) for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalent, relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify Colledge of any changes in your contact information, including telephone number. You agree to indemnify, defend and hold Colledge and Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). Colledge shall have the exclusive right to choose counsel, at your expense, to defend any such claims.
(f) General.
You are responsible for obtaining and maintaining all telephone devices and other equipment and software, and all internet service provider, mobile service, and other services needed to receive calls and text messages. Text messaging may only be available with select carriers with compatible handsets. Your obligations under this Section 28A will survive termination of these Terms of Service.
III. Worker Classification and Withholdings
COLLEDGE DOES NOT EMPLOY FREELANCERS. COLLEDGE IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR WORKERS’ COMPENSATION OR ANY TAX PAYMENTS OR WITHHOLDING, INCLUDING BUT NOT LIMITED TO UNEMPLOYMENT OR EMPLOYMENT INSURANCE, SOCIAL SECURITY, DISABILITY INSURANCE OR ANY OTHER APPLICABLE FEDERAL OR STATE WITHHOLDINGS IN CONNECTION WITH A USER’S USE OF THE COLLEDGE PLATFORM. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES.
I V. Media and User Generated Content
To the extent permitted by law, you hereby grant Colledge a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Colledge (collectively, “Media”) in exchange for use of the Colledge Platform, in any media now known or not currently known in order to market, operate, and improve upon the Colledge Platform, including but not limited to the right to the following:
Further, you hereby waive any and all moral rights in connection with the Media (to the extent allowable by law in the country where the Service is performed). Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third-party rights.
Each User acknowledges that Colledge shall not owe any financial or other remuneration for using the User Generated Content, Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.
Use License:
(1) Permission is granted to temporarily download one copy of any downloadable materials on website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
(2) This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
Each User hereby waives all rights and releases Colledge and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, User Generated Content, Physical Likeness, Media, or Voice in connection with the Colledge Platform.
IF YOU INTEND TO BECOME A FREELANCER OR OTHERWISE USE THE COLLEDGE PLATFORM FOR THE PURPOSE OF ENGAGING WITH OTHER USERS OR PROVIDING SERVICES ON THE COLLEDGE PLATFORM, YOU AGREE TO PROMPTLY DISCLOSE TO COLLEDGE IN WRITING IF YOU HAVE ANY POTENTIALLY RELEVANT CRIMINAL CONVICTIONS (OTHER THAN MINOR FIXED PENALTY PARKING OR SPEEDING OFFENSES), THAT ARISE PRIOR TO AND DURING YOUR USE OF THE COLLEDGE PLATFORM. COLLEDGE ENGAGES THIRD-PARTY SERVICES TO PERFORM BACKGROUND CHECKS ON FREELANCERS AND USERS AND TO THE EXTENT ANY FEES ARE ASSOCIATED WITH A BACKGROUND CHECK ON THE COLLEDGE PLATFORM, THE PAYMENT OF SUCH FEES WILL BE THE SOLE RESPONSIBILITY OF THE FREELANCER OR USER AND COLLEDGE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE PAYMENT OF SUCH BACKGROUND CHECK FEES. PAYING BACKGROUND CHECK FEES ALLOWS FREELANCERS AND USERS OF THE COLLEDGE PLATFORM TO BENEFIT FROM USING THE COLLEDGE PLATFORM TO MAKE MONEY OR BOOK SERVICES. IN ITS SOLE DISCRETION, COLLEDGE MAY DECIDE TO RUN VARIOUS PROMOTIONS FROM TIME TO TIME TO PAY BACKGROUND CHECK FEES FOR FREELANCERS AND USERS, BUT SUCH PAYMENT WILL ONLY COVER FEES UP TO $9.99, UNLESS ANY ADDITIONAL FEES ARE RELATED TO MINOR FIXED PENALTY PARKING OR SPEEDING OFFENSES. COLLEDGE RESERVES THE RIGHT TO CANCEL ANY PROMOTIONS AT ANY TIME WITHOUT NOTICE TO FREELANCERS OR USERS.
You agree that you will comply with all Gift Card terms and conditions. In certain U.S. states, after a period of time, Colledge may remit the cash associated with unused Gift Card balances to the state pursuant to that state’s abandoned property laws. Once Colledge has remitted such cash to a state, the Gift Card may no longer be redeemed and Colledge may direct the Gift Card holder to that state’s government instead. Gift Cards have no cash value and are not redeemable for cash except in the following twelve U.S. states where it is required by law to the extent noted below. If you are a resident of one of these U.S. states, and the balance on your Gift Card is less than the respective dollar amount below, you may redeem it for cash:
Simply contact Colledge at help@colledge.us and provide (a) the email associated with your account (b) the gift card coupon code and (c) the amount remaining in your gift card balance. Upon verification of your account and confirmation that your Gift Card balance qualifies you for redemption, Colledge will pay out the remaining balance.
VII. Sales Tax Collection and Remittance
In jurisdictions where Colledge facilitates the collection and/or remittance of sales tax on behalf of Freelancers, you instruct and authorize Colledge to collect taxes on your behalf, and/or to remit such Taxes to the relevant tax authority. You acknowledge and agree that we retain the right to cease the collection and remittance of sales taxes in a particular jurisdiction as permitted by law. You should consult with your own tax advisor to ensure your compliance with all applicable tax reporting requirements.
VIII. Release
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Further, in consideration of the services provided by Colledge, you hereby release Colledge from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).
Colledge and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.
Except as expressly provided otherwise, this Agreement and your use of the Colledge Platform will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement and is not intended to create any substantive right to non-New Yorkers to assert claims under New York law whether by statute, common law, or otherwise.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND COLLEDGE CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND COLLEDGE TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
(a) Agreement to Binding Arbitration
Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute” ), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules, a current copy of which are available here (the “ADR Rules”). In accepting these Terms of Service, you acknowledge receipt of and a reasonable opportunity to review the ADR Rules. Under the ADR Rules, there is a fee associated with filing for arbitration in respect of a Dispute; applicable filing fees will be as set out in the ADR Rules.
If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, neither Freelancers nor Clients shall commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.
The seat of the arbitration shall be the same as the province in which the Freelancer performs the majority of the Services and the applicable arbitration legislation in the seat shall apply to the Dispute. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.
All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however, it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts. The arbitration be conducted in English, except in Quebec, where the arbitration shall be conducted in either English or French at the election of the Freelancer.
A party to this Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
Notwithstanding anything to the contrary in this Section, nothing in this Section prevents a Freelancer from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board, (cumulatively, “administrative agencies”) if the terms of applicable legislation entitles you to do so and precludes exclusive pre-dispute recourse to arbitration. For the avoidance of any doubt, administrative agencies do not include provincial or federal courts.
By providing your mobile phone number and using the Colledge Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Colledge and Affiliates, or from independent contractors (including Freelancers) in order to (a) perform and improve upon the Colledge Platform, (b) facilitate the carrying out of Services through the Colledge Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming Services, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Services and/or in follow up to any push notifications delivered through our mobile application. Message frequency varies. Carriers are not liable for delayed or undelivered messages. Colledge will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Colledge by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing help@colledge.us and specifying you want to opt-out of texts. You may opt-out of receiving calls from Colledge by stating that you no longer wish to receive calls during any call with us, or by emailing help@colledge.us and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
III. Worker Classification and Withholdings
Colledge does not employ Freelancers. Colledge is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST, unemployment or employment insurance, Canada Pension Plan, social security, disability insurance or any other applicable federal or provincial withholdings in connection with a User’s use of the Colledge Platform. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.
To the extent permitted by law, you hereby grant Colledge a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Colledge (collectively, “Media”) in exchange for use of the Colledge Platform, in any media now known or not currently known in order to market, operate, and improve upon the Colledge Platform, including but not limited to the right to the following:
Further, you hereby waive any and all moral rights in connection with the Media (to the extent allowable by law). Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third-party rights.
Each User acknowledges that Colledge shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.
Each User hereby waives all rights and releases Colledge and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, Physical Likeness, Media, or Voice in connection with the Colledge Platform.
IF YOU INTEND TO BECOME A FREELANCER OR OTHERWISE USE THE COLLEDGE PLATFORM FOR THE PURPOSE OF ENGAGING WITH OTHER USERS OR PROVIDING SERVICES ON THE COLLEDGE PLATFORM, YOU AGREE TO PROMPTLY DISCLOSE TO COLLEDGE IN WRITING IF YOU HAVE ANY POTENTIALLY RELEVANT CRIMINAL CONVICTIONS (OTHER THAN MINOR FIXED PENALTY PARKING OR SPEEDING OFFENSES), THAT ARISE PRIOR TO AND DURING YOUR USE OF THE COLLEDGE PLATFORM. COLLEDGE ENGAGES THIRD-PARTY SERVICES TO PERFORM BACKGROUND CHECKS ON FREELANCERS AND USERS AND TO THE EXTENT ANY FEES ARE ASSOCIATED WITH A BACKGROUND CHECK ON THE COLLEDGE PLATFORM, THE PAYMENT OF SUCH FEES WILL BE THE SOLE RESPONSIBILITY OF THE FREELANCER OR USER AND COLLEDGE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE PAYMENT OF SUCH BACKGROUND CHECK FEES. PAYING BACKGROUND CHECK FEES ALLOWS FREELANCERS AND USERS OF THE COLLEDGE PLATFORM TO BENEFIT FROM USING THE COLLEDGE PLATFORM TO MAKE MONEY OR BOOK SERVICES. IN ITS SOLE DISCRETION, COLLEDGE MAY DECIDE TO RUN VARIOUS PROMOTIONS FROM TIME TO TIME TO PAY BACKGROUND CHECK FEES FOR FREELANCERS AND USERS, BUT SUCH PAYMENT WILL ONLY COVER FEES UP TO $9.99, UNLESS ANY ADDITIONAL FEES ARE RELATED TO MINOR FIXED PENALTY PARKING OR SPEEDING OFFENSES. COLLEDGE RESERVES THE RIGHT TO CANCEL ANY PROMOTIONS AT ANY TIME WITHOUT NOTICE TO FREELANCERS OR USERS.
Except as expressly provided otherwise, this Agreement and your use of the Colledge Platform will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret this Agreement and is not intended to create any substantive right to non-residents of Ontario to assert claims under Ontario law whether by statute, common law, or otherwise.
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Colledge is a customer-service driven platform and we strive to provide students and clients with a seamless experience. Please refer to the details of our refund policy below.
Background Checks
While background checks are strongly recommended for all parties to ensure the safety and security of our Colledge community, any fees associated with background checks will not be refundable by Colledge and are the sole responsibility of students and clients using the Colledge platform.
Service Disputes
Colledge provides guidance, best practices, and communication tools on our proprietary platform to support both parties in any service engagement. If a dispute does arise, please contact help@colledge.us for review.
Subscription Refunds
Subscriptions are non-refundable and automatically renew until cancelled. Monthly subscriptions can be cancelled anytime, and the prorated portion of the subscription will be refunded. Any completed jobs prior to the cancellation will be subject to payment and not eligible for a refund.
Effective Date: July 1, 2023
This Privacy Policy outlines the practices and procedures of Colledge Inc. (referred to as “we,” “us,” or “our”), regarding the collection, use, and disclosure of personal information from users (referred to as “you” or “your”) of our website and related services. We are committed to protecting your privacy and ensuring the security of your personal information. By accessing or using our website and services, you consent to the terms and practices described in this Privacy Policy.
