Eightfold One Ten Terms of Service

Last Updated July 12, 2021

1. Introduction

These Terms of Use (“Terms”) (i) set out the terms between you and OneTen Coalition, Inc. (“OneTen,” “we”, “us”, or “our”) under which you may access and use our job opportunity platform (the “Platform”); and (ii) incorporate the provisions set forth in our Privacy Policy, which details how we collect and process information from and about you.

These terms are a binding legal agreement. By clicking “join now,” “register now,” or by otherwise accessing or using our platform you specifically acknowledge and agree to these terms on behalf of yourself or the entity you represent. If you are an individual accessing or using the platform on behalf of, or for the benefit of, any entity, you are agreeing to the terms on behalf of yourself and such organization, and you represent and warrant you have the legal authority to bind such organization to these terms. References to “you” and “your” in these terms will refer to both the individual accessing the platform and to any such organization.

These Terms REQUIRE all disputes between you and us will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION) to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below titled “Mandatory Arbitration and Class Action Waiver” for the details regarding your agreement to arbitrate any disputes with us.

If you do not agree with any element of these terms, you should cease accessing or using the platform immediately.

2. Eligibility and Account Registration and Availability

Eligibility. Our Platform is available for use by: (1) individuals who are 18 years or older, located in the United States, and looking for job-related opportunities and resources pursuant to OneTen’s mission of improving racial and economic justice in the United States by facilitating the placement or advancement of at least one million black talent in the workforce over a ten year period (“Talent”); (2) companies who have job openings in the United States (“Hiring Companies”); and (3) companies and non-profit organizations who provide programs for career development for U.S. individuals that are looking for temporary or full-time job opportunities (“Talent Developers”). If you do not meet these eligibility criteria, you must not use the Platform. If you are located outside of the United States, you are not eligible to use the Platform.

Account registration. You may be required to create an account to use parts of the Platform. If so, during the registration process, you may be required to select a username and password and provide us with additional information about you. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We will assume that any communications we receive under your account have been made by you.

You are responsible for notifying us if you become aware of any unauthorized use of or access to your account. To contact us, please see our contact information below. You understand and agree that we may require you to provide information that may be used to confirm your identity and help safeguard your account. We will not be liable for any loss, damages, liability, expenses or lawyers’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and lawyers’ fees incurred by us or a third party due to someone else using your account.

3. Availability.

You understand that from time to time the Platform may be unavailable. For the avoidance of doubt, you are responsible for all third-party components or services necessary for you to have access to the Platform. You are also responsible for ensuring all persons who access the Platform through your Internet connection or devices are aware of and comply with these Terms. We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to part or whole of the Platform to users, including registered users.

4. Intellectual Property Rights.

As between you and us, the Platform is owned and operated by OneTen and/or its applicable partners, suppliers, and licensors (collectively, “Suppliers”) and contains materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by OneTen and/or its Suppliers, and are protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws.
You agree to abide by all applicable copyright and other laws.

You acknowledge that the Platform has been developed, compiled, prepared, revised, selected, and arranged by OneTen and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of OneTen and/or Suppliers.

You agree to protect the proprietary rights of OneTen and all others having rights in the Platform during and after the term of these Terms and to comply with all reasonable written requests made by OneTen and/or Suppliers of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Platform. You agree to notify OneTen immediately upon becoming aware of any claim that the Platform infringes upon any copyright, trademark, or other contractual, statutory, or common law rights.

All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Platform shall, as between you and OneTen and/or its Suppliers, at all times be and remain the sole and exclusive property of OneTen and/or its Suppliers. Any unauthorized use of any material contained on or through the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes. You acknowledge that OneTen and/or its Suppliers may apply for injunctive remedies in any jurisdiction to enforce its intellectual property rights in relation to the Platform.

5. Your Obligations and Representations

All Users. You agree to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Platform, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which we control and operate the Platform and services associated therewith. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity.

By Hiring Companies. You represent and warrant that you will use the Talent information obtained from the Platform only for your own hiring purposes. By posting a job position, you represent that the position is genuine and in good faith available to be filled, and the position can be viewed by all users of the Platform, subject to any applicable permission settings available on the Platform or any other agreements with us.

OneTen and its Suppliers may index and present your job postings in a manner within its reasonable judgment to better enable connecting job candidates with job opportunities. You agree that our presentation of the job opportunities is within our discretion and is provided without any warranty, including as to how and where the job positions are posted on the Platform. There is no guarantee of results, frequency, and completeness of responses from Talent, from your posting on the Platform.

As a Hiring Company, you represent and warrant that you shall not use the Platform, or any information from the Platform, including artificial intelligence or machine learning matching information supplied by OneTen or its Suppliers to engage in directly or indirectly illegal, discriminatory, or fraudulent purposes. You will use all available information legally and responsibly to make hiring or rejection decisions. You will comply with all applicable laws and regulations relevant to your industry in employing temporary or full-time workers.

To help facilitate talent exchanges at scale to help as many jobseekers as possible, you agree that your company’s name and logo may be displayed on the Platform or appear in blogs or other publications regarding the Platform for the limited purpose of identifying you as a participating company. Upon termination of the Terms, we will make reasonable efforts to remove your company’s name and logo on the Platform to no longer identify you as a participating company.

By Talent Developers. You represent and warrant that you will use the information gained from the Platform only for the purpose of facilitating job exchanges. By uploading Talent information, you affirm that the Talent whose information you supplied are at least 18 years of age and are for job-seeking purposes. You must not supply candidate information to the Platform in a way that violates this agreement or our Privacy Policy. You may choose to reveal or not reveal certain information about your Talent to the Hiring Companies in order to facilitate career exchange. In doing so, you represent and warrant that you will comply with all applicable laws, and not violate any privacy rights of the Talent or others and to not violate any existing agreements or laws, including not engaging in any retaliation, defamation, or discrimination.

6. User Content and Submissions

User Content and Posts. The Platform may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) content such as video clips, photographs, reviews, questions, comments, public messages, ideas, designs, features, business plans, inventions, product feedback, comments and other content (collectively, “User Content”) that may or may not be viewable by other users. As between you and us, you own your User Content including any personal information therein, and provide OneTen and its Suppliers a non-exclusive license to use it as described below. How it is used will be subject to the choices you make in your account settings and controls.

Our License to User Content. When you Post User Content on or through the Platform, you grant us a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, our use of your personal data shall be governed by our Privacy Policy.

By providing any User Content, you acknowledge that rights granted above include our and our Suppliers’ collection and analysis, including machine learning, of User Content, usage, and other information related to the provision, use, and performance of the Platform and associated Services. The above granted rights survive the termination of this Agreement, provided that the granted rights are subject to and limited by your privacy rights under applicable data protection laws.

User Content Representations. You acknowledge and agree that all User Content that you Post is your sole responsibility. You represent that you have all required rights to Post or transmit such User Content without violation of any third-party rights.

Content Standards

These content standards apply to any and all User Content. User Content must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations;
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act;
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization; or
  • Involve commercial product sales or marketing activities, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

You understand that OneTen and its Suppliers are not publisher or speaker of User Content, and that by using the Platform, you may be exposed to User Content from other users that is offensive, inaccurate, misleading, or otherwise objectionable.

You agree that you will indemnify, defend, and hold harmless OneTen and its Suppliers for all claims resulting from User Content you Post, including but not limited to any violations of the above content standards. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

User Content Review. You acknowledge and agree that we may or may not, at our discretion, pre-screen User Content before its appearance on the Platform (but also that we do not assume any obligation to). You further acknowledge and agree that we reserve the right (but do not assume the obligation) in our sole discretion and in good faith to reject, move, edit or remove any User Content that is contributed to the Platform. Additionally, we have the right to remove any User Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

User Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Platform (“Submissions”), provided by you to us and our Suppliers, are non-confidential and we and our Suppliers will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without compensation to you.

7. License and Prohibited Conduct

Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Platform only in a manner that complies with all legal requirements that apply to you or your use of the Platform, including those relating to data security and data privacy, and any other agreements we have directly with you. We may revoke this license at any time, in our sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Platform, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.

Restrictions on Use. In accessing and using the Platform, you shall not Post any User Content or engage in any actions that:

  • Are defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; or promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • Reproduce, duplicate, copy, sell, re-sell, or otherwise commercialize any part of the Platform;
  • Violate the legal or privacy rights of others;
  • Access without authority, interfere with, damage, or disrupt any part of our Platform or software or equipment or network on which the Platform is stored;
  • Attempt to gain unauthorized access to the Platform, the server on which the Platform is stored or any server, computer or database connected to our site; or use the Platform in any way that breaches any law or regulation;
  • Are unlawful or fraudulent, or have any unlawful, fraudulent, or intentionally misleading purpose or effect or promote such activity;
  • Transmit or cause the transmission of any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation, such as the sending of spam emails;
  • Violate any intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
  • Transmit data, send, introduce, or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware, corrupted files, or any other harmful programs or similar computer code designed to adversely impact the operation of any computer software or hardware;
  • Attack our site via a denial-of-service attack or a distributed denial-of-service attack;
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
  • Links to or frames the Platform from another website or service, except as permitted by us in writing;
  • Modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Platform;
  • Build or benchmark a competitive product or service, or copy any features, functions or graphics of the Platform;
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
  • Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent; or
  • Otherwise attempt to interfere with the proper working of the Platform.

OneTen and/or its Suppliers reserve the right, but disclaims any obligation or responsibility, to (a) refuse to post or communicate or remove any User Content that violates these Terms and (b) identify any user to third parties, and/or disclose to third parties any User Content, when we believe in good faith that such identification or disclosure is necessary to (i) facilitate compliance with laws, including, for example, compliance with a court order or subpoena, or (ii) enforce these Terms and/or protect the safety or security of any person or property.

8. Disclaimer of Warranties

THE PLATFORM AND SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ONETEN AND ITS SUPPLIERS MAKE NO WARRANTY WITH RESPECT TO THE COMPLETENESS, RELIABILITY, QUALITY, ACCURACY, AVAILABILITY, RESULT OF USE, OF THE PLATFORM AND ASSOCIATED SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, ONETEN AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

ONETEN AND ITS SUPPLIERS MAKE NO CLAIMS WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE HIRING COMPANIES OR JOB OPPORTUNITIES LISTED ON THE PLATFORM. ONETEN AND ITS SUPPLIERS DO NOT ENDORSE ANY COMPANY, VENDOR, SERVICE OR PRODUCT DEPICTED IN THE PLATFORM. ONETEN AND ITS SUPPLIERS DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF QUALITY, ACCURACY, OR RELIABILITY OF USER CONTENT. ONETEN AND ITS SUPPLIERS DO NOT TAKE ANY RESPONSIBILITY FOR INTERACTIONS BETWEEN DIFFERENT USERS OF THE PLATFORM, NOR WITH ANY HIRING OR REJECTION DECISIONS MADE BASED ON INTERACTIONS THROUGH THE PLATFORM.

9. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ONETEN, ITS AFFILIATES, AND SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, SUCCESSORS AND ASSIGNS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ONETEN, ITS AFFILIATES, AND SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, SUCCESSORS AND ASSIGNS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF (A) $100, OR (B) THE AMOUNT YOU HAVE PAID TO ONETEN FOR THE APPLICABLE SERVICE OR PRODUCT OUT OF WHICH LIABILITY AROSE, IF ANY.

10. Indemnification

You agree to defend, indemnify, and hold harmless OneTen, its affiliates, Suppliers, licensors, and service providers, and its and their respective officers, directors, employees, contractors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, your User Content, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.

11. Modifications of Platform and These Terms

We reserve the right, in our sole discretion, to discontinue, change, improve, or correct our Platform, including all Platform content, and/or these Terms. Our Platform may not be available during maintenance breaks and other times. We may also decide to discontinue our Platform or any part thereof at any time in our sole discretion. You are responsible for regularly reviewing our Terms and other applicable terms and notices. Continued access and use of our Platform shall constitute your consent to such changes as of the “Last Revised” date above.

Certain provisions of these terms may be superseded by expressly designated legal notices or terms located on particular pages of the Platform, which may be posted from time to time. Your continued use of the Platform after any such changes and/or postings shall constitute your consent to such changes.

12. Third-Party Websites and Links

Our Platform incorporates links to third party websites for your information only. Some third-party websites may collect data or solicit information from you. We neither own nor control such third-party websites and are not responsible for their content or actions (“Third-Party Websites”). Please read all applicable terms, conditions, and privacy policies of any Third-Party Website that may be linked to our Platform. Your access and use of any Third-Party Website is at your own risk.

13. Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Application. You and we agree that these Terms affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section entitled “Mandatory Arbitration and Class Action Waiver” is intended to be interpreted broadly and governs any and all disputes between you and us, except as provided in this Section. Any and all disputes may include, but are not limited to: (i) claims arising out of or relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before these Terms or any prior agreement; and (iii) claims that may arise after the termination of these Terms.

Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. If you have any dispute with us, you agree that you will try to resolve your dispute with us before taking any formal action by contacting us using the information in the Contact Us Section below. When you contact us, you must provide a brief, written description of the dispute and your contact information. Except for intellectual property and small claims court claims (see the subsection entitled “Exception” below), you and we agree to use good faith efforts to resolve any dispute, claim, question, or disagreement directly through consultation with each other. You and we agree to engage in good faith discussions before initiating a lawsuit or arbitration and understand that good faith discussions are a precondition of initiating a lawsuit or arbitration.

Binding Arbitration. If we do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the subsection entitled Initial Dispute Resolution above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided in the subsection entitled “Exception” below). Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Platform shall be finally settled by binding arbitration administered by JAMS in accordance with either: (i) the JAMS Streamlined Arbitration Procedure Rules, for claims that do not exceed $250,000; or (ii) the JAMS Comprehensive Arbitration Rules and Procedures, for claims exceeding $250,000. The JAMS rules and procedures just identified shall be those in effect at the time the arbitration is initiated (not the “Last Revised” date of these Terms), excluding any rules or procedures governing or permitting class actions. Contact information for JAMS, as well as copies of the JAMS rules and applicable forms, are available at www.jamsadr.com.

Arbitrator’s Powers. The arbitrator (and not any federal, state, or local court or agency) shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms. Such disputes may include, but are not limited to, any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Filing a Demand. To start an arbitration, you must do all three of the following: (i) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration form at www.jamsadr.com); (ii) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS; and (iii) send one copy of the Demand for Arbitration to us at: OneTen Coalition, Inc., Post Office Box 3220, Norfolk, VA 23514.

When you initiate arbitration against us, you are required to pay up to $250 of the filing fee to initiate arbitration. To the extent the filing fee for the arbitration exceeds that amount, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in Delaware, United States, and you and we agree to submit to the personal jurisdiction of any federal or state court in Delaware in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This means that you and we expressly waive any rights to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this subsection entitled “Class Action Waiver” is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights. “Intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets—but does not include privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. You and we agree that to the extent that either party has a good faith belief that a dispute falls within the jurisdiction of the small claims court in the U.S. county (or parish) of your residence, either party may elect to have such dispute adjudicated in such small claims court. Such election can be made by either party even after the other party initiates an arbitration. In such case, the party that initiated the arbitration agrees to dismiss or suspend the arbitration and seek to resolve the dispute in small claims court. You and we agree that in the situation where an arbitration is already initiated and one party invokes the small claims court option, any dispute regarding whether the dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance (unless the small claims court is unwilling to do so) and not the arbitrator or JAMS.

30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to OneTen Coalition, Inc., Post Office Box 3220, Norfolk, VA 23514, operations@oneten.org. Your written notice must have the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (i) July 12, 2021 or (ii) your first date that you used the Platform, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with this section entitled “Mandatory Arbitration and Class Action Waiver.” If you opt out of these arbitration provisions, we also will not be bound by them.

Changes to This Section. We will provide thirty (30) days’ notice of any material changes to this section entitled “Mandatory Arbitration and Class Action Waiver” by posting a notice on the Platform or informing you via email, and complying with any other applicable legal notice or consent requirements. Amendments will become effective thirty (30) days after they are posted on the Platform or sent to you by email. Changes to this section entitled “Mandatory Arbitration and Class Action Waiver” will otherwise apply prospectively only to claims arising after the thirtieth (30th) day.

If a court or arbitrator decides that this subsection entitled “Changes to This Section” is not enforceable or valid, then this subsection will be deemed to be severed from the Section entitled “Mandatory Arbitration and Class Action Waiver.” If this happens, the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section or similar section in existence after you began using the Platform.

14. Governing Law and Jurisdiction

Except as provided above in the “Mandatory Arbitration and Class Action Waiver” Section, all matters relating to the Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts for purposes of these Terms only.

15. Term and Termination

Term. Both you and OneTen may terminate this Agreement at any time by giving written notice through the Platform or other means to the other, provided that any paid services are subject to the term and termination provisions of the applicable commercial agreement.

Effect of Termination. On termination, you lose the right to access or use the Platform and shall immediately cease any such access or use. All terms of these Terms, which by their nature are intended to survive the Term’s termination or expiration, will so survive, including usage restrictions, disclaimers, Mandatory Arbitration and Class Action Waiver, indemnity, limitations of liability, and termination provisions.

16. General Provisions

Assignment and Delegation. We may assign our rights under these Terms for any reason, including a change of control or merger as a result of the transfer of assets. You may not assign any of your rights under these Terms, except with our prior written consent. All assignments of your rights are prohibited under this section, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. For purposes of this section, a “change of control” is deemed an assignment of rights, and “merger” refers to any merger in which you participate, regardless of whether you are a surviving or disappearing entity. We may delegate our performance under these Terms freely. You may not delegate any performance under these Terms. Any purported assignment of rights or delegation of performance in violation of this section is void.

Severability. In the event any provision of these Terms is held invalid or unenforceable, the remaining portions shall continue in full force and effect.

Entire Agreement. These Terms represent the parties’ entire understanding relating to the use of the Platform and supersedes any prior or contemporaneous, conflicting, or additional communications.

Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between OneTen and you as a result of these Terms or use of the Platform.

No Waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any and all rights not expressly granted herein are reserved by OneTen.

17. Contact Us

To contact or notify us of any matter related to these Terms, please use the following information:

OneTen Coalition, Inc.
Post Office Box 3220
Norfolk, VA 23514
operations@oneten.org