GloRoots enables businesses to seamlessly manage relationships with local and international independent contractors. You may register to the Platform as either a “Contractor” or “Company”. Depending on the designation of your account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.

‍

1. Definitions.

Capitalized terms in these Terms of Service are defined as follows:

‍

“Account” is an account to access and use the Platform in accordance with the terms hereof.

‍

“Administrator” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.

‍

“Company” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, make payments to Contractors for their services and/or in connection with the receipt of any Consultant Services.

‍

“Contracts” are the legally binding documents executed by Company and Contractors describing the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Company and a Contractor.

‍

“Contractors” are Users who offer and perform services for Company as described in Contracts and who receive payments from Company through the Platform.

‍

“Disputes” are disagreements between a Company and a Contractor regarding performance of, or payment for the services described in a Contract.

‍

“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Company and settlement of funds to Contractors as part of the Management Services.

‍

“Funds” are the funds payable to Contractors for the services described in a Contract.

‍

“Users” are Company, Contractors, Administrators, and any other person authorized to access an Account.

‍

‍

2. Eligibility. We make the Platform and the Services available to Users 18 years of age or older. If you are not 18, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. GloRoots may refuse to provide open an Account for any individual or entity at its sole discretion.

‍

3. GloRoots Accounts.

• 3.1  Applying for an Account. In order to access and use the Services, you will be required to create an account. To apply for an Account, you must provide your full legal name, a valid email address, your social security number, EIN, TIN, and/or any other similar information as is applicable to verify your identification as per applicable law, legal address and any other required information to complete the sign-up process, as requested by GloRoots. If you are applying for an Account on behalf of an incorporated entity (“Business”), you may also be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit GloRoots and its financial partners to conduct due diligence on you prior to opening an Account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”). If you do not agree to the terms of our Privacy Policy, do not apply for an Account. If you are applying for an Account on behalf of a Business, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your Business’ Account. The account may be opened by way of signing up for the Services via an Order Form. The terms of the Order Form shall be read in conjunction with these Terms. Any exceptions to these Terms may be captured in the Order Form, and to the extent of such exceptions, the Order Form shall prevail, else, these Terms shall always prevail.
• ‍
• 3.2  Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. GloRoots will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold GloRoots harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at empoyeecare@gloroots.com that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.

‍

4. Use of Services.

• 4.1  Subject to these Terms, GloRoots allows you to access and use the Platform and/or Services on a non-exclusive basis solely for your personal or the Business’ use, as applicable, internal business purposes. GloRoots may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
  ‍
• 4.2  Use of and access to the Platform and/or Services is void where prohibited by law. By using the Services, you (where relevant on behalf of the applicable Business) represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (d) will not add any Personal Data (as defined in an applicable data protection addendum) of any third-party (“Third-Party“) to the Services, without the prior consent of the applicable Third-Party, and shall ensure that a record of such consents is maintained, all as required under applicable law; and (e) you shall comply with applicable laws, regulations, guidelines, these Terms throughout your use of the Platform and/or Services.
  ‍
• 4.3  It is understood and agreed, that subject to the verification and unless otherwise agreed in an Order Form, that may be conducted by GloRoots, solely in their discretion, GloRoots is not responsible or liable for the Contractor(s) representation of their skills and/or quality of the work that is being provided. Unless agreed otherwise in a written instrument, GloRoots will not be responsible for the Contractor and/or the terms of engagement and/or payment towards the Services, except for facilitating the same through the Platform. Company shall indemnify GloRoots against any claims that may be brought by the Contractor with respect to the engagement between the Company and the Contractor.

‍

5. Content.

• 5.1  Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. GloRoots allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as “User Content”.
  ‍
• 5.2  EXCEPT AS EXPRESSLY SET FORTH IN ANY CONTRACT, GLOROOTS DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.
  ‍
• 5.3  GloRoots may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that GloRoots reserves the right to treat User Content as content stored at the direction of users for which GloRoots will not exercise editorial control except when violations are directly brought to GloRoots’s attention.
• ‍
• 5.4  You understand that GloRoots is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Users must agree to these Terms, it is possible that other Users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
• ‍
• 5.5  It is also possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content you share with other Users may use information you provided through such User Content for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks.

‍

6. Restrictions.

• 6.1.  User Content Restrictions. GloRoots has no obligation to accept, display, or maintain any User Content. Moreover, GloRoots reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.
• ‍
• 6.2  Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.

‍

• 6.3  Use Restrictions. You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.

‍

7. Payments.

• 7.1.  Payment Plans.If you are a Company, certain Services are subject to the payment of the fees to GloRoots detailed on the GloRoots Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are set forth on our Pricing Page. You hereby agree to make payment to GloRoots of such fees detailed on the Platform in accordance with your applicable Payment Plan. The Fee/ Service Charges, if not available on the Pricing Page may be stated in the Order Form. 
• ‍
• 7.2  The payment plan will be charged at the moment you issue a payment to a Contractor or an employer or record on the platform as an additional amount. A separate invoice will be generated and will be located in the billing section.
• ‍
• 7.3  If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:

• a. Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges.
• b.  Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Company remains responsible for any amounts not remitted to GloRoots and GloRoots may, in its sole discretion: (i) continue presenting the Card once it has been updated by Company (if applicable) or (ii) terminate this Agreement.

• ‍
• 7.4  In the case where you have auto payments activated on GloRoots, we will automatically charge you your payment plan on top of the payments Company will be issuing.
• ‍
• 7.5  GloRoots may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending GloRoots notice of termination to employeecare@gloroots.com. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
• ‍
• 7.6  Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
• 
  7.7  Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to GloRoots are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.
• ‍
• 7.8   Payment Methods. Except for GloRoots’s role as a limited payment agent for Contractors as set forth in Section 8, GloRoots does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, GloRoots partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. GloRoots is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. GloRoots also supports Company payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. GloRoots does not charge Contractors any fees for payments processed through the Platform regardless of payment method., however, GloRoots is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.

‍

8. Appointment of GloRoots as Payment Agent

• 8.1  Through these terms,  GloRoots is appointed as a limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Company for Services provided in connection with Contracts.
• ‍
• 8.2  Contractors agree that payment received from Company by GloRoots will be considered the same as payment made directly to Contractors, regardless of whether GloRoots remits or fails to remit the payment to Contractors. 
• ‍
• 8.3  GloRoots GloRoots in its role as Payment Agent is authorised to:

• i.  hold, disburse and retain payments on behalf of the Company pursuant to these Terms of Service, or otherwise instruct GloRoots’s Payment Service Providers to do so; and
• ii.  manage Company credit and debit card chargebacks, as applicable.

• 8.4  In accepting appointment as Payment Agent, GloRoots assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, Forms, or these Terms of Service, failure by Contractors to provide the Services in accordance with Contracts, or failure by Company to make payments owed to Contractors, and Contractors understand that GloRoots’s obligation to pay Contractors is subject to and conditional upon GloRoots’s actual receipt of payment from Company Contractors/ Company as applicable, further authorize GloRoots to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, GloRoots will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Contractors/Company (as applicable) represent and warrant that they have carefully read and understood these Terms of Service and accept them fully.
• ‍
• 8.5  Company’s payment obligations to Contractors will be satisfied upon receipt of payment by GloRoots (or its Payment Service Provider, as applicable), and GloRoots (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that GloRoots (via its Payment Service Provider) does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against GloRoots, and not Company, subject to any adverse instructions of non-release by the Company and/it in the event of any delays that are not caused by GloRoots. Contractors agree that GloRoots may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Companys that GloRoots may deem necessary or prudent.
• ‍
• 8.6  Payments to Contractors. Company may pay Contractors in any of GloRoots's supported currencies. Unless Company instructs GloRoots otherwise, Company will be charged in the currency indicated on the applicable Contract, in the event a Company elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to GloRoots and the maturity of the forward will be selected based on payment date of the relevant Contract with such Contractor. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Company before the Company completes the payment. Contractors may elect to be paid in any one of GloRoots's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Contractor.

‍

9. Communications from GloRoots. By creating an Account on our Platform you agree that we may contact you in relation to the Services. By creating an Account you also agree to subscribe to newsletters and/or marketing materials and/or other promotional information we may send to you. However, you may opt-out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still contact you and send you messages related to the Services even after you have opted out of receiving marketing communications.

‍

10. Electronic Signatures and Legal Notices.

• 10.1  You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and GloRoots or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law.
• ‍
• 10.2  You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.

‍

11. Interruption of Service. From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to make keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.

‍

12. Intellectual Property.

• 12.1  The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of GloRoots and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of GloRoots. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.
• ‍
• 12.2  You, or the Business, as applicable, have all right, title and interest in the User Content you submit. Except as otherwise agreed in any Consultant Services Agreement, by submitting any User Content, you grant GloRoots and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants GloRoots any right, title or interest in any intellectual property rights of Company. GloRoots shall not use any name or logo of Company in any marketing or advertising materials without Company’s prior written consent.

‍

13. Links to Other Web Sites or Services.

• 13. 1.  Our Services may contain links to third-party websites or services that are not owned or controlled by GloRoots. Our Services may also allow you to import or interface with third-party applications or services.
• ‍
• 13.2   GloRoots has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee that the offerings of any of these third-party, their services, or their websites.
• ‍
• 13.3  You acknowledge and agree that GloRoots will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

‍

14. Termination; Survival.

• 14. 1.  We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of GloRoots. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.
• ‍
• 14.2  We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
• ‍
• 14.3  You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at employeecare@gloroots.com. Following such a request, GloRoots shall close your Account as soon as reasonably practicable.
• ‍
• 14.4  Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, Section 8 [Appointment of GloRoots as Payment Agent], Section 12 [Intellectual Property], Section 15 [Indemnity and Limitations of Liability], Section 17 [Disclaimers], Section 18 [Limitation of Liability]; Section 21 [Arbitration]; and Section 22 [Confidentiality].

‍

15. Limitation of Liability; Indemnification.

• 15.1   GloRoots is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.
• 15.2   GloRoots assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Company, or Company's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that GloRoots's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon GloRoots's actual receipt of payment from the Company.
• 15.3  You agree to defend, indemnify and hold harmless GloRoots its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.

‍

16. Force Majeure. You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.

‍

17. Disclaimers.

• 17.1  GloRoots is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. Your use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.
• ‍
• 17.2  Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.
• ‍
• 17.3  GloRoots makes no express or implied warranties or representations, and GloRoots has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.
• ‍
• 17.4  YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER GLOROOTS NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
• ‍
• 17.5  GLOROOTS AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

‍

18. Limitation of liability.

• 18.1  We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to GloRoots, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.  
• ‍
• 18.2.  IN NO EVENT WILL GLOROOTS, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• ‍
• 18.3  OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

‍

19. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.

‍

20. Governing Law. These Terms will be governed and construed in accordance with the laws of California, United States.

‍

21. Arbitration. Any dispute or difference whatsoever arising between the parties out of or relating to the interpretation, meaning, scope, operation or effect of this Agreement or the existence, validity, breach or anticipated breach thereof or determination and enforcement of respective rights, obligations and liabilities of the parties thereto shall be amicably settled by way of mediation. If the dispute is not conclusively settled within a period of 30 (thirty) days from the date of commencement of mediation or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration. The arbitration shall be governed by the Federal Arbitration Act. The Parties will participate in the arbitration in good faith and will share equally in the administrative costs of the mediation and arbitration; provided however, that each Party will pay its own attorneys’ fees. The arbitrator will have the authority to apportion liability between the Parties, but will not have the authority to award any damages or remedies not available under, or in excess of, the express terms and conditions stated herein. The arbitration shall be conducted by a sole arbitrator appointed mutually. The Seat of Arbitration shall be San Francisco, California. The arbitrator may, in his/her discretion: (a) permit limited discovery, including production of documents and depositions, to the extent required by the Parties; and (b) award the prevailing Party its attorneys’ fees and out-of-pocket expenses, including its share of the arbitration fees. Promptly following the conclusion of the arbitration hearing, the arbitrator shall provide to the Parties an opinion describing (i) the bases for their judgement and award and (ii) the reasons for the giving or denial of any award. The decision of the arbitrator (A) shall be confidential; (B) shall be final and binding; and (C) may be entered and enforced in any court of competent jurisdiction. The Parties irrevocably waive all objections to venue and jurisdiction of the court in any judicial action, proceeding or claim ancillary to an arbitration arising out of these terms and conditions. THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

‍

22. Confidentiality. “Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of GloRoots. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that GloRoots may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.

‍

23. Miscellaneous. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

***

These Terms and Conditions are hosted from gloroots.com. And for all intents and purposes, unless otherwise stated, the jurisdiction under these Terms shall be “United States of America”

‍

Date: 20th April 2022

‍

Version: 2

‍

Controller: Sakhshi Chopra

‍

Updated on: 20th April 2023