These Terms of Use (“T&Cs”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and The Flock Elastic Teams LLC ("Company", “The Flock”, “we”, “us”, or “our”) concerning your access to and use of www.theflock.com (the “Site”), including all software, data, reports, text, images, sounds, video, and content made available through any portion of the Site (collectively, the “Content”). Content includes all such elements as a whole, as well as individual elements and portions thereof.
By accessing or using any portion of the Site, you acknowledge that you have read, understood, and agree to be bound by these T&Cs. If you are entering into these T&Cs on behalf of a company or other legal entity (“User Entity”), you must have the legal authority to contractually bind such User Entity to these T&Cs, in which case the terms “you” will refer to such User Entity. If you lack such legal authority to contractually bind or you do not agree with these T&Cs, you must not accept these T&Cs or access or use the site or content. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these T&Cs and expressly agreed to and acknowledged by you.
The Flock reserves the right, at its sole discretion, to change or modify portions of these T&Cs at any time. The Flock will post the changes to these T&Cs on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the T&Cs periodically for changes. Your continued use of the Site and Content after the date any such changes become effective constitutes your acceptance of the new or revised T&Cs.
Authorization to Access and Use Site and Content. Subject to your compliance with these T&Cs and the provisions hereof, you may access or use the Site and Content solely for the purpose of your evaluation of The Flock and The Flock ’s products and services. You may only link to the Site or Content, or any portion thereof, as expressly permitted by The Flock .
Ownership and Restrictions. All rights, title and interest in and to the Site and Content will remain with and belong exclusively to The Flock . You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Site and any Content available to any third party, (b) use the Site and Content in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Site and Content or their related components, or (c) modify, adapt or hack the Site and Content to, or try to, gain unauthorized access to the restricted portions of the Site and Content or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Site and Content, or any other products or services of The Flock that are not readily made available to the general public).
You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Site and Content, except that you may download, display, and print one copy of the publicly available materials (i.e., the Content that does not require an Account name or password to access) on any single computer solely for your personal, non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices. You agree not to access the Site or Content by any means other than through the interface that is provided by The Flock to access the same. You may not use any “page-scrape,” “deep-link,” “spider,” or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the presentation or navigational structure of the Site or any Content, to obtain or attempt to obtain any Content or other information through any means not made generally available through the Site by The Flock . The Flock reserves the right to take any lawful measures to prevent any such activity. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to The Flock on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Responsibility for Your Data. You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site.
User Registration. You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
Reservation of Rights. The Flock and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the Site and Content. The Flock grants no rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under these T&Cs.
Rights in User Content. By posting your information and other content (“User Content”) on or through the Site and Content, you grant The Flock a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Site and Content. The Flock has the right, but not the obligation, to monitor the Site and Content and User Content. The Flock may remove or disable any User Content at any time for any reason, or for no reason at all.
Unsecured Transmission of User Content. You understand that the operation of the Site, including User Content, may be unencrypted and involve transmission to The Flock ’s third party vendors and hosting partners to operate and maintain the Site and Content. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. The Flock will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
Feedback. You may submit ideas, suggestions, or comments (“Feedback”) regarding the Site and Content or The Flock ’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and The Flock may, without any obligations or limitation, use and exploit or not such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether The Flock considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
Your Representations and Warranties. You represent and warrant to The Flock that your activity on the Site and The Flock ’s possession and use of User Content as contemplated in these T&Cs do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
In addition, by using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these T&Cs; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
Termination of Access Due to Violations. The Flock may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these T&Cs or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these T&Cs will cause irreparable harm to The Flock , for which monetary damages would be inadequate, and you consent to The Flock obtaining any injunctive or equitable relief that The Flock deems necessary or appropriate in such circumstances, without limiting The Flock ’s other available remedies. Further, The Flock may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Site or any service offered on or through the Site, or (3) unexpected technical issues or problems.
THIRD-PARTY WEBSITE AND CONTENT. The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
ADVERTISERS. We may allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL ERRORS AND DEFECTS AND WITHOUT ANY WARRANTIES OF ANY KIND, AND THE FLOCK EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT THE FLOCK DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE SITE AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND THE FLOCK DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND CONTENT. NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM THE FLOCK OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE T&Cs AND YOU SHOULD NOT RELY ON THE SITE AND THE GENERAL CONTENT ALONE AS THE BASIS FOR YOUR BUSINESS DECISIONS.
The Flock reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, for any reason; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Exclusion of Damages and Limitation of Liability. The Flock does not charge fees for you to access and use the Site and Content pursuant to these T&Cs.The Site does not conduct commercial transactions; the Content is comprised of general information and describes some of the basic elements of the The Flock service. As consideration for your free access and use of the Site and Content pursuant to these T&Cs, you further agree that The Flock WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS T&Cs, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, MATCHING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF THE FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF THE FLOCK WITH REGARD TO THIS T&Cs WILL IN NO EVENT EXCEED USD$1.00.
Jurisdictional Limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE FLOCK ’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Dispute Resolution; Jury Waiver. THESE T&Cs ARE MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of these T&Cs or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington Delaware; and (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
No Reliance; Due Inquiry. You affirm and agree that, given the general and “as-is” nature of the Site and the Content you are not specifically relying on any statements, or materials contained on the Site or in the Content to make any business decisions. Resource allocation and staffing matters are inherent complex and unique. Should you choose to continue your inquiry into whether The Flock ’s service is right for you, you will have an opportunity to make additional inquiry of The Flock and you should make an independent investigation of the suitability of using The Flock for your particular business needs. Only after such appropriate due diligence, thorough review of The Flock ’s service offering including the terms and conditions of The Flock ’s service agreements, and a through screening of any freelancer The Flock proposes to you should you come to any conclusions or make any decisions about whether The Flock , or any freelancer proposed by The Flock is right for you and your specific project needs or requirments.
Miscellaneous. These T&Cs, and any additions, changes, edits and/or modifications made thereto by The Flock, together with The Flock ’s Privacy Policy, constitute the entire agreement between the parties with respect to the portions of the Site available without an account ID or password. Access to certain password-restricted portions of the Site, and any subsequent procurement and use of The Flock ‘s services will be in addition subject to additional agreement(s).
The Flock does not conduct business with or seek any commercial transactions with: (x) any entity, citizen or resident of a geographic area in which access to or use of the The Flock´s services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) an entity, citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation (collectively, a “Prohibited Counterparty”). By accessing the Site and the Content you represent and warrant that you are not a Prohibited Counterparty and you will not seek or (attempt to) obtain services from or a commercial relationship with The Flock.
These T&Cs and any additions, changes, edits and/or modifications made thereto by The Flock cannot be amended except by The Flock as set forth above. The failure of The Flock to exercise or enforce any right or provision of these T&Cs will not be a waiver of that right.
Notices to you may be made via either email or regular mail. The Flock may also provide notices to you of changes to these T&Cs or other matters by displaying notices or links to notices generally on the Site.
In the event that any provision of these T&Cs will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that these T&Cs will otherwise remain in full force and effect and enforceable.