Welcome to Underdog.io, a website located at https://underdog.io (the “Site”) and operated by Porter Labs Inc. (“Underdog.io”, “us”, “our”, and “we”). Underdog.io provides a Site, and related services (collectively the Site, and all services provided through the Site, the “Services”) that connects those seeking employment at startups with startups. For the record, we say startups, but the companies with which we partner may be larger, well-established technology companies.
These Terms of service (“Agreement”) create legally binding terms for your use of the Services whether you are simply a “Visitor” (which means you are just browsing the Services), a “Candidate” (which means you are an individual seeking employment) or a “Startup” (which means you are a company with open positions). Candidates and Startups are referred to as “Registered Users,” and Visitors and Registered Users are individually referred to as a “User” and collectively as “Users”. BY ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICES.
If you create an account on the Services, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Underdog.io of any unauthorized uses of your account or any other breaches of security. Underdog.io will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. You must be a human. Accounts registered by "bots" or other automated methods are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows. You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).
2. Licenses; Our Technology; Restriction Of Use.
a. Right to Use Site. Underdog.io grants you a non-transferable, non-exclusive, right to access the Site and use the Services for your personal use (with the understanding that you may use it for commercial and professional purposes), subject at all times to the terms of this Agreement. You may not, however, use the Services on behalf of any third party without our consent.
b. Our Technology and Content. You agree that the software, code, proprietary methods and systems used to provide the Services (“our Technology”) and the materials, information and content made available or displayed by us through the Services, including all text, graphics, images and the look and feel (collectively “our Content”) are owned by us or our licensors. The registered and unregistered trademarks and other related graphics, logos, service marks and trade names used on or in connection with the Services are our trademarks (“our Marks”). Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Except for the limited licenses provided herein, we reserve all right, title and interest in our Content, Marks and Technology. Any good will associated with the use of our Marks inure solely to our benefit.
c. User Restrictions on Intellectual Property. You will not: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise exploit the Services except as expressly authorized in this Agreement; (ii) modify, disassemble, decompile, or reverse engineer any part of the Services; (iii) access the Services in order to build a similar or competitive website, application or service; (iv) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services; and (v) remove or destroy any copyright notices or other proprietary markings contained on or in the Services. For the avoidance of doubt, Startups will not reproduce or share any Candidate information with any third party, including third parties with which a Startup has a strategic or financial relationship, without our consent.
d. Feedback. If you submit any ideas, suggestions, documents, and/or proposals to us about how to improve our Services, including through any suggestion, feedback or forum pages (“Feedback”) you agree that we have an irrevocable and perpetual right to do anything we want with your Feedback, including including (no, that is not a typo, we intended to use “including” two times in a row) it in our products and services and that we will not owe you any compensation for it, no matter what.
3. Acceptable use policy.
4. Interactions with other users.
As part of the Services you are likely to have interactions with other Users who you may first encounter through the Services. While we encourage interaction, we make clear that you are solely responsible for your interactions with other Users of the Services; provided, however, we reserve the right, but have no obligation, to intercede in any disputes. You agree that Underdog.io will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT WE DO NOT INQUIRE INTO THE BACKGROUNDS OF OUR REGISTERED USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR REGISTERED USERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF REGISTERED USERS. WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE SERVICES.
5. Third-party services.
The Services may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. The Third-Party Websites are not under the control of Underdog.io. Underdog.io is not responsible for any Third-Party Websites. We provide these Third-Party Websites only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products or services. You use all links in Third-Party Websites at your own risk. When you leave our Services, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
6. Payment of fees.
If you are a Startup, you agree to pay all fees applicable to our Services. We may change our pricing from time to time in our sole discretion. We may invoice you for the applicable fees or we may ask a third party (“Payment Provider”) to process charge card payments on our behalf. You must provide our Payment Provider with a valid credit card (Visa, MasterCard or any other issuer accepted by us) as a condition to such transactions. The Payment Provider’s policies govern the processing of your payment, and you must refer to those policies and not this Agreement to determine your rights and liabilities. By providing your credit card number and associated payment information through the Services, you authorize us through our Payment Provider to immediately invoice you for all fees and charges due and payable to us hereunder, and you agree that no additional notice or consent is required. We reserve the right at any time to change our payment terms, either immediately upon posting on the Services, by email delivery to you or any other reasonable method of communication.
You agree to indemnify and hold Underdog.io (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand due to or arising out of: (a) your use of the Services; (b) your Content; (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (a) WILL MEET YOUR REQUIREMENTS (E.G., THAT YOU WILL GET A JOB OR FIND AN EMPLOYEE); (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. Limitation on liability.
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (a) ONE HUNDRED US DOLLARS ($100) OR (b) AMOUNTS YOU HAVE PAID UNDERDOG.IO UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE CLAIM AROSE (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
10. Term and termination.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may: (a) suspend your rights to use the Services (including your Underdog.io Account); or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Underdog.io Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Underdog.io Account may involve deletion of your Content associated from our live databases. Underdog.io will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Underdog.io Account or deletion of your Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2(b), 2(c), 2(d), 4, and 6 through 12.
Arbitration agreement and jury trial waiver, class action waiver, and forum selection clause.
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us or our employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.
Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights 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. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and Underdog.io must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (iv) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator will honor claims of privilege and privacy recognized at law; (vi) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
With the exception of subparts (i) and (ii) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither You nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in New York, New York.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
a. Changes. We may change these terms at any time upon notice to you. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective immediately for new Users and upon the date stated in the notice for existing Users. Continued use of our Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
b. Choice Of Law. The Agreement is made under and will be governed by and construed in accordance with the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
c. Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.
Porter Labs Inc.
Last modified: June 11th, 2014