Effective date: February 6, 2023
Welcome to Globality, a marketplace to connect buyers and providers within the services or SaaS industries. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”) as a prospective buyer (a “Client”) or provider of services (a “Provider”), as applicable. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com.
I’m a Client user (i.e., prospective buyer) and my organization already entered into a separate MSA with Globality.
If your employer or organization you are otherwise accessing Globality on behalf of has already entered into a commercial agreement or Platform Services Agreement with Globality (“Parent Agreement”), and are utilizing the Platform Services as a buyer, then these Terms shall not apply and have no force or effect.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.globality.com website, by sending you an email, and/or by some other means.
If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms and related notice is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
We do not knowingly collect or solicit personally identifiable information from anyone under the age of 18; if you are under 18, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from anyone under 18, we will delete that information as quickly as possible. If you believe that anyone under 18 may have provided us personal information, please contact us at firstname.lastname@example.org.
What are the basics of using the Services?
You may be required to sign up for an account and select a password and user name (“Globality User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Globality User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services. We cannot and will not be responsible for your using the Services in a way that breaks the law.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You are responsible for any activity associated with your account.
We do not guarantee our site will be secure or free from bugs or viruses.
You must not misuse our site by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our site, the server on which our site is stored, or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including Globality);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your Globality account or anyone else’s (such as allowing someone else to log in to the Services as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
- Include Sensitive Information in any Content or Platform communications. “Sensitive Information” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (iii) any personal data of an EU citizen deemed to be in a “special category” (as identified in the EU General Data Protection Regulation or any successor laws); or (iv) any other information that is subject to specific regulatory standards other than applicable privacy laws.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Globality’s) rights.
You understand that Globality owns the Services. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. To the extent you provide any feedback related to usability, performance, or interactivity, Globality shall own all right, title, and interest in and to such feedback and you shall make all assignments necessary to achieve such ownership.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, does not mean that all the restrictions above do not apply – they do!
Do I have to grant any licenses to Globality or to other users?
For all User Submissions, you hereby grant Globality a license to translate, modify, and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Globality account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Globality the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Globality the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Globality the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Globality users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Globality’s business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your Globality account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be legally permissible to completely delete that Content from Globality’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
Finally, you understand and agree that Globality, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Who is responsible for what I see and do on the Services?
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. We cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with the Services.
Globality has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Globality will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Globality shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you agree that Globality is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Globality, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
Will Globality ever change the Services?
We are always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services that would affect you, but this is not always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
What if I want to stop using the Services?
Globality is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Globality has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Globality. In the event your account is suspended, Globality has the right but not the obligation to (a) notify any other organization who you may have interacted with on the platform of your suspended account status, and (b) provide those organization(s) with a summary of the reasons why your account was suspended.
If you have deleted your account by mistake, contact us immediately at email@example.com – we will try to help, but unfortunately, we cannot promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
Is Globality a party to the Service Contracts between Clients and Providers?
No, Globality serves an intermediary connecting the parties and do not participate in or are not otherwise involved with the actual performance of the underlying work. Clients and Providers may enter into a separate “Service Contract” pertaining to the rights and obligations between Client and Provider with respect to the underlying work sourced through the Platform. You acknowledge and agree that (i) except as explicitly stated below, Globality is not a party to any Service Contracts, (ii) the formation of a Service Contract between a Client and Provider will not, under any circumstance, create an employment or other service relationship between Globality and Provider, and (iii) Globality will not have any liability or obligations under or related to Service Contracts or any acts or omissions by Provider. The manner and means of performing each Service Contract will be determined and controlled by the Client and the Provider and no Service Contract shall expand Globality’s obligations or restrict Globality’s rights under this Agreement.
Provider Specific Terms.
The below terms apply only if you are logging onto the Platform to operate as a Provider.
When Provider posts profiles and promotional information and materials to the Platform for purposes of creating an account and matching with new clients (“Provider Content”) on or through the Platform or provides Globality with Provider Content, Provider represents and warrants that Provider has the right, power and authority to post that Provider Content and grant the license specified below. Globality shall have the right to create and add to Provider Content using publicly available information. Provider shall have the right to edit any Provider Content created or added by Globality. Provider hereby grants to Globality a royalty-free, non-exclusive, worldwide license to use, reproduce, publish, translate, distribute, and make derivative works of all such Provider Content and its name, voice, and/or likeness as contained in Provider Content, in whole or in part, and in any form, media or technology, for the sole purpose of providing the Provider’s profile to Clients on the Platform. For the avoidance of doubt, Globality shall never modify, add, or otherwise alter the substance of any proposals submitted by a provider through the Services (“Provider Proposals”) and any Provider Proposals shall be treated as confidential information.
If Globality suspends Provider’s account, Globality has the right but not the obligation to: (a) notify Clients that have entered into Service Contracts with Provider to inform them of Provider’s suspended account status, and (b) provide those Clients with a summary of the reasons for Provider’s account suspension.
In addition to the recognition that Globality is not a party to any Service Contract between any Provider and Client, Provider hereby releases Globality, and its respective officers, directors, agents, subsidiaries, joint ventures and employees from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with any dispute Provider has with another user of the Platform, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of services provided pursuant to a Service Contract. TO THE EXTENT APPLICABLE, PROVIDER HEREBY WAIVES THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” This release will not apply to a claim that Globality failed to meet its obligations under this Agreement.
What else do I need to know?
Third Party Links. The Platform may contain links or applications that allow Provider to access third-party services. Provider’s access and use of such third-party services, including online communication services, such as chat, email and calls will be governed by the terms and policies of the applicable third-party services. Globality is not responsible or liable for: (a) the availability or accuracy of third-party services; or (b) the content, advertising, or products on or available from third-party services. The use of third-party services is on an “as is” and “as available” basis without any warranty for any purpose.
Warranty Disclaimer. Neither Globality nor its licensors or suppliers makes any representations or warranties concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Globality or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY GLOBALITY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL GLOBALITY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO GLOBALITY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Globality, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Globality’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Santa Clara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND GLOBALITY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Globality agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Globality, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Globality, and you do not have any authority of any kind to bind Globality in any respect whatsoever. You and Globality agree there are no third party beneficiaries intended under these Terms.