The Mom Project Terms of Service

Effective: Nov 07, 2022

Welcome to The Mom Project!

Our mission at The Mom Project is to match highly skilled professional individuals with businesses in a structure that is attractive and rewarding for all parties. In that regard, our Platform is a web-based marketplace accessed via our site where companies (each, "Company" or "Companies") seeking business related services to connect with independent professional and consultant individuals (each, "Talent") for placement services including project based staffing, interim and permanent staffing, and strategic advisory services ("Services"). Companies or Talent may be referred to in these Terms of Service as "User" or "Users." In order to utilize our Platform, Users must enter our site(s). Our site(s) together with our Platform are collectively known as our ("Site").

To make these Terms of Service easier to read, the terms "The Mom Project" "we," "us" and "our" refer to The Mom Project, Inc. and our affiliates and subsidiaries. The terms "Company", "you" or "your" shall mean any person or company who accesses our Site.

CONTRACT

By clicking "Join Now", "Join The Mom Project", "Sign Up" or similar, registering, accessing or using our Services (described below), you affirm that you have read the entirety of these terms ("Terms of Service" or "Terms") along with the The Mom Project's Privacy Policy (which includes our Cookie Policy), that you understand these Terms and agree to be bound by them, including the Privacy Policy, and that you are agreeing to enter into a legally binding contract with The Mom Project, Inc. (" The Mom Project ") as of the day you first joined or registered on The Mom Project's Site or otherwise began to use The Mom Project's Services (" Effective Date ").

These Terms of Service apply to all of The Mom Project's websites including: themomproject.com and its subdomains, work.themomproject.com, community.themomproject.com, blog.themomproject.com, help.themomproject.com, mentor.themomproject.com, themomproject.org, werklabs.com, selfmade.themomproject.com) or other online properties, mobile applications, social media sites, live events that reference or link to these Terms of Service.

If you are accessing the Site and/or using any Services on behalf of an employer, or an Affiliate of such entity or any other entity, you represent and warrant that you have the legal authority to bind such entity, its Affiliates and any representatives it allows to access and use the Services to these Terms of Service.

If you do not agree to these Terms of Service, do not click "Join Now" (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.

Terms of Service Construction

All Users

There are three (3) general groups that will access and utilize The Mom Project's Site: The Mom Project, Company and Talent . As these are our Terms of Service, The Mom Project inures rights or responsibilities in each and every section of the Terms. However, not every party needs to be bound by each section. For such sections The Mom Project will denote which party is to be bound by that section in italics below the section heading. For example, if Talent is not bound by a certain section, but Company is, "Company" will be listed below the subject heading. In the case that all parties are bound by the Terms, which occurs for the overwhelming majority of the sections of the Terms, "All Users" will be listed below the section heading.

The headings, and above table of contents of these Terms of Service are solely for convenience and shall not be deemed to limit or affect any of the provisions herein.

Change to Our Terms of Service

All Users

The Mom Project may revise our Terms of Service, our Privacy Policy, our Cookie Policy or any other incorporated portions of this contract from time to time, in which case the new Terms will supersede prior versions. If The Mom Project makes any material changes to its Terms, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes. We agree that changes cannot be retroactive. Your continued use of our Services after the effective date, i.e. the date the revised terms are published, constitutes your acceptance of the revised Terms of Service.

ACCESSING THE SITE & ACCOUNT SECURITY

All Users

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

We may use third parties to perform services in connection with our internal operations and the operation of the Site. By using our Sites, you acknowledge and agree to The Mom Project's use of such third-party service providers.

If you choose, or are provided with, login credentials, a user name, password or any other piece of information as part of our authentication procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity.

You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your login credentials, user name, password or other authentication information. You agree to notify us immediately of any unauthorized access to or use of your login credentials, user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

SERVICE ELIGIBILITY

All Users

The Site and the Services are available only to Users (as defined below) who can form legally binding contracts under applicable law. By using the Site or the Services, User represents and warrants that User is at least eighteen (18) years of age.

The Mom Project provides this Site for use only by persons located in the United States and who are authorized to work in the US under applicable laws, as its Site, Platform, and servers are based in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site and Services may not be legal by certain persons or in certain countries. If you access the Site and Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

If User is visiting the Site from a country other than the United States, where The Mom Project's servers are located, User's communications with us may result in the transfer of information (including User's registration or Personal information, as described below) across international boundaries. By visiting the Site and communicating electronically with us, User consents to such transfers.

SERVICES

All Users

The Mom Project's Platform is a web-based marketplace ("Platform") that connects companies (each, "Company" or "Companies") seeking professional services with independent professional and consultant individuals (each, "Talent") for placement services including project-based staffing, interim and permanent staffing, project-based contracting and strategic advisory services ( collectively, "Services"). Companies or Talent may be referred to in these Terms of Service as "User" or "Users."

Orders & Specific Platform Services

Company

The Mom Project will perform for Company the Services specified in, and in accordance with, the terms of any agreed upon orders, purchase orders, statements of work, or any other forms of agreement signed by both parties, subject to these Terms (each, an "Order"). If there is a conflict or ambiguity between any of the terms of these Terms and an Order, the terms of the Order will prevail for that Order only.

The duties and responsibilities of the Parties may vary based on the Services being provided. Below such duties and responsibilities are detailed according to the applicable Platform Services. However, additional or alternative duties and responsibilities as agreed upon by the parties may be listed on an applicable Order. Again, if there is a conflict or ambiguity between any of the terms of these Terms and an Order, the terms of the Order will prevail for that Order only.

Open Roles & Company Information

Company

In order to generate more targeted interest in open roles on The Mom Project's marketplace, we may, unless otherwise agreed upon on an Order, use Company's name, logo, industry, and general location in any posts.

DIRECT HIRE SERVICES

The Mom Project Duties for Direct Hire Services

Company

The Mom Project provides sourcing and recruiting Services for Companies who wish to fill vacancies by directly hiring and employing Talent ("Direct Hire Services"). In providing Direct Hire Services, The Mom Project will:

Assist in vetting individual professionals that are part of The Mom Project community ("Talent") for appropriate qualifications and experience, based on the Companies description of the role.
Comply with applicable federal, state and local laws and regulations in the performance of the Direct Hire Services.
Subject to the payment terms set forth in these Terms or an applicable Order, collect payment from Customer.

Company's Duties for Direct Hire Services

Company

In the course of receiving Direct Hire Services, Company will:

Be responsible for determining the scope of Services and the type of Talent engagement, meaning Direct Hire, Temporary Assignment, or Independent Contractor;
Be solely responsible for the final selection of Talent to hire;
Be responsible for procuring background checks on Talent selected for hire by Company, and ensuring such background checks comply with the FCRA and any other applicable laws, be it federal, state or local;
Provide Talent with copies of Company's policies, standards and practices to Talent prior to commencement of services;
To the extent that Talent may require access to Company's premises, Company's facilities and/or Company's systems, provide Talent with copies of Company's security procedures and rules with respect to access to Company's premises, and use of Company's facilities and/or Company's systems;
Properly supervise Talent performing work and be responsible for Company's business operations, products, services, and intellectual property;
Make timely payments to The Mom Project for all services performed by The Mom Project, subject to these Terms and any applicable Order.

Replacement for Direct Hire Services

Company

In the event the direct employment of a Talent hired by Company via The Mom Project's Direct Hire Services lasts less than 60 calendar days, and provided that all fees and expenses relating to such have been paid, The Mom Project will provide a list of qualified Talent to replace the hire for the same position at no additional charge to Company. The Mom Project will communicate with Company within three (3) business days upon notice of an early separation of Talent in order to confirm the scope of the qualified Talent for potential replacement.

This replacement guarantee is contingent upon The Mom Project receiving the full Direct Hire fee ("Placement Fee") within seven (7) days of the invoice due date. The invoice date represents the placement date of the Talent. In the event the Placement Fee has not been paid within terms, The Mom Project is under no obligation to re-work or refund the work performed.

Replacement services will not be made if:

Company hires a replacement from any source;
Company is no longer actively seeking to fill the position;
Talent is laid off for lack of work, or;
Talent resigns because the Company has significantly modified the Talent's job duties or assigned Talent to another position within the Company.

Unless otherwise agreed by the Parties on an Order, no refund shall be provided for Talent leaving the employ of Company.

TEMPORARY ASSIGNMENT SERVICES

The Mom Project Duties for Temporary Assignment Services

Company

The Mom Project provides sourcing, recruiting and employer of record Services for Companies who want to engage Talent to perform work for them at Company-specified locations (or remotely) on a temporary employment basis through an employer of record ("Temporary Assignment Services"). With Temporary Assignment Services, Companies do not employ Talent directly with their Company. In providing Temporary Assignment Services, The Mom Project will:

Assist in vetting Talent for appropriate qualifications and experience, based on the Companies description of the role;
Procure standard criminal background checks on Talent selected by Company, including verification of highest education obtained and recent employment history, performed by a third-party vendor of The Mom Project, or The Mom Project's third-party employer of record;
Subject to the payment terms set forth in these Terms or the applicable Order, collect payment from Customer;
Ensure timely payment to Talent for approved hours worked by Talent through The Mom Project or The Mom Project's third-party employer of record;
Comply with applicable federal, state and local laws and regulations applicable to its performance of the Services as set forth in these Terms and the applicable Order;
Assist Company and Talent with resolving disputes that may arise from time to time; and

Unless otherwise agreed to in writing on a signed Order by the Parties, the duties and responsibilities listed in this Section above describe The Mom Project's complete scope of Temporary Assignment Services under these Terms.

Company's Duties for Temporary Assignment Services

Company

During the term of any temporary assignment agreed to by the Parties on an applicable Order, Company will:

Be responsible for determining the scope of services and the type of Talent engagement, meaning Direct Hire, Temporary Assignment, or Independent Contractor.
Be solely responsible for the final selection of Talent for performance of services;
Provide Talent with copies of Company's policies, standards and practices to Talent prior to commencement of services;
To the extent that Talent may require access to Company's premises, Company's facilities and/or Company's systems, provide Talent with copies of Company's security procedures and rules with respect to access to Company's premises, and use of Company's facilities and/or Company's systems; and
Properly supervise Talent performing work and be responsible for Company's business operations, products, services, and intellectual property;
Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Talent to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without The Mom Project's express prior written approval or as strictly required by the scope of work or job description provided to The Mom Project;
Ensure that Talent only performs work as described within the scope of work or job description provided to The Mom Project. In the event Company seeks to change or modify a scope of work or the job description of any Talent on assignment, Company shall provide The Mom Project with at least five (5) days advance written notice.
Cooperate with the Talent's employer of record in the administration of Talent's employment, including but not limited to notifying the Talent's employer of record of any employee relation issues and providing Talent's employer of record at least three (3) business days advance notice of the end of Talent's assignment with the Company.
Make timely payments to The Mom Project for all services performed by Talent, and for Services performed by The Mom Project, subject to these Terms and any applicable Order Form;
Control the manner or means by which Talent performs the Services. Company will have the right or authority to direct or limit Talent's activities with respect to Talent's hours, services, time off, training, vacation or activities of Talent on behalf of other persons.

Nothing in these Terms shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and The Mom Project or Talent and The Mom Project. The Mom Project does not in any way, directly or indirectly, control, supervise or control Talent's work, Talent's work hours or locations.

INDEPENDENT CONTRACTOR SERVICES

The Mom Project Duties for Independent Contractor Services

Company

The Mom Project provides certain sourcing and payment processing services to Companies who wish to engage Talent as an Independent Contractor ("IC Services"). In providing IC Services, The Mom Project will:

Assist in vetting Talent for appropriate qualifications and experience, based on the Companies description of the role. The Mom Project may provide sourcing assistance and curated lists of qualified candidates for Company projects, or otherwise provide access to its Talent on its affiliated sites where Talent maintain pages and profiles for Independent Contractors projects.
Act as a third-party processor and file 1099K forms to the IRS for Talent based in the United States;
Subject to the payment terms set forth in these Terms or the applicable Order, collect payment from Company;
Process timely payment to Talent for approved hours worked by Talent through The Mom Project or The Mom Project's third-party vendor;
Comply with applicable federal, state and local laws and regulations applicable to its performance of the Services as set forth in these Terms and the applicable Order Form; and
Assist Company and Talent with resolving disputes that may arise from time to time.

In providing Independent Contractor Services, The Mom Project will not:

Provide any assistance in the classification of Talent as an employee or an independent contractor;
Be a party to the contract between the Talent and the Company; or
Provide any type of benefits to Talent that are typically associated with an employment engagement.

Unless otherwise agreed to in writing on a signed Order by the Parties, the duties and responsibilities listed in this Section above describe The Mom Project's complete scope of Independent Contractor Services under these Terms.

Company's Duties for Independent Contractor Services

Company

If a Company wishes to engage Talent as an Independant, Company will:

Be responsible for determining the scope of Services;
Be solely responsible for the final selection of Talent with whom Company contracts;
Be solely responsible for negotiating the terms of the contract with the Talent;
Be solely responsible for and assume all liability for determining whether Talent should be engaged as an independent contractor or an employee and engaging them accordingly. Company warrants its decisions regarding classification are correct and its manner of engaging Talent complies with applicable laws, regulations, and rules. The Mom Project shall not be responsible or liable to Company, Talent or any third party for the determination of independent contractor status;
Be solely responsible for procuring background checks on Talent selected for hire by Company, and ensuring such background checks comply with the FCRA and any other applicable laws, beit federal, state or local;
To the extent that Talent may require access to Company's premises, Company's facilities and/or Company's systems, provide Talent with copies of Company's security procedures and rules with respect to access to Company's premises, and use of Company's facilities and/or Company's systems;
Properly oversee Talent's delivery of services and be responsible for Company's business operations, products, services, security and intellectual property;
Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Talent to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without The Mom Project's express prior written approval or as strictly required by the scope of work or job description provided to The Mom Project;
Ensure all terms of the contract entered into between Company and Talent are fulfilled.
Utilize The Mom Project's template Independent Contractor Agreement or an Independent Contractor Agreement that provides similar protections to The Mom Project to engage Talent;
In order to assist The Mom Project with the accurate processing of payment for services, provide The Mom Project with a copy of the executed Independent Contractor Agreement. Company further understands that an engagement cannot begin until a copy of the executed Independent Contractor Agreement has been provided to The Mom Project.
In order to assist The Mom Project with the accurate processing of payment for services, cooperate with The Mom Project regarding any inquiries related to payment or the end of an assignment.
Make timely payments to The Mom Project for all services performed by The Mom Project, subject to these Terms and any applicable Order.
Indemnify and hold harmless The Mom Project for any actual or potential Independent Contractor misclassifications and any legal or governmental actions or fees that may arise from such misclassification;
Cooperate with The Mom Project and any relevant authorities in any unemployment or other administrative reviews to clarify for the governing body that The Mom Project is and or was not an employer of Talent in the provision of The Mom Project's Independent Contractor Services, nor was The Mom Project a party to the Independent Contractor Agreement. Further, Company understands and consents that The Mom Project, in responding to any legal or governmental inquiries, may divulge the existence of an Independent Contractor Agreement between Company and Talent, and the duration and pay therein pursuant to the Confidentiality section in these Terms of Service.
Company understands and agrees that any provisioning and retrieval of equipment between Company and Talent is the sole responsibility of the Company.

Nothing in these Terms shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and The Mom Project or Talent and The Mom Project. The Mom Project does not in any way, directly or indirectly, manage, supervise, or control Talent's work, Talent's work hours or locations or any other terms of the contract entered into between the Company and Talent.

Taxes and Independent Contractor Services

All Users

The Mom Project is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on Talent's behalf. For tax purposes, The Mom Project is a third-party processor only. The Mom Project, or its third-party vendor, will file 1099K forms to the IRS for Independent Contractor Talent based in the United States who receives payment through the Platform. Other than its obligation to file 1099K forms, The Mom Project has no responsibility for other tax related matters including, without limitation, determining the tax status of the relationship between a Company and Talent or a party's tax filing obligations.

Conversion Fee for Temporary Assignment Workers & Independent Contractors

All Users

When a Company converts Talent it has engaged via our Independent Contractor or Temporary Work Assignment Services to a direct placement with its own Company The Mom Project will collect from the Company a fee for this conversion ("Conversion Fee"). Companies utilizing The Mom Project's subscription services will not be responsible for a Conversion Fee. The Conversion Fee will be a percentage of Talent's annualized compensation including estimated commissions and any bonuses, including a signing bonus. The Conversion Fee shall be listed on each Order as applicable.

Off-Platform Services

Company

The Mom Project offers certain Services that do not involve the Company's use of the Platform and Site. Company may engage The Mom Project for such services via a separate agreement. However, Company understands and agrees that it must agree to these Terms of Service in order to access the Platform and utilize any Services The Mom Project provides through its Platform.

Subscription Services

Company

The Mom Project offers certain Services on a subscription basis ("Subscription Services"). Certain terms and conditions (e.g. term, termination, payment) may differ from those stated in these Terms. Any differences between the terms and conditions for Subscription Services and these Terms shall be detailed in an Order, and those such terms shall govern.

INVOICING & PAYMENT TERMS

Company

Invoicing for Direct Hire Services

The Mom Project shall provide invoices for Direct Hire Services within seven (7) days of hiring of Talent by Company.

Company will pay the full amount listed on each invoice to The Mom Project within seven (7) days of the date of invoice submitted by The Mom Project, unless Company has a good-faith dispute with the invoice amount.

Invoicing for Temporary Assignment Services

Company

The Mom Project is committed to providing our Talent timely and prompt payment for hours worked. The Mom Project will provide a regular cadence on all invoices related to Talent that are performing services for Company, as described within an applicable Order.

Invoices will be supported by time sheets or other agreed upon reports for documenting time worked by Talent.

When Company provides payment for an invoice, Company understands and agrees that submitted timesheet or report will be considered approved by Company. Any dispute to a given timesheet or report must be brought to the attention of The Mom Project promptly and in any case no later than the date by which payment for the respective invoice is due. Failure to notify The Mom Project of a disputed invoice, timesheet or report within the timeframe detailed above will prohibit Company from using such grounds to dispute an invoice.

Invoicing for Independent Contractor Services

Company

The Mom Project shall provide invoices for Independent Contractor Services within seven (7) days of the first date the Talent begins to provide its services to the Company. Thereafter, The Mom Project shall invoice Company as part of The Mom Project's payment processing services.

The Mom Project will provide a regular cadence on all invoices related to Talent that are performing services for Company, as described within an applicable Order.

Invoices will be supported by time sheets or other agreed reports for documenting time worked or work completed by Talent.

Payment

Company

Unless otherwise agreed to in writing on an Order signed by Company and The Mom Project, Company shall provide payment on all invoices within seven (7) days of receipt of invoice.

Invoice Disputes

Company

In the event Company has a good-faith dispute of an invoice of a portion thereof, Company will pay the undisputed portion until the disputed portions are resolved at which time, Company will pay those portions. Company has an obligation to notify and provide written notice to The Mom Project by the time the payment is due for an applicable invoice. If you do not bring a dispute to our attention by the time payment is due on the invoice, you waive the right to such dispute. Any diversion from the terms of this section by The Mom Project to the benefit of the Company shall not be considered a waiver of these terms.

Payment Methods

Company

By accessing or using the Platform, Company authorizes The Mom Project to collect, utilize and retain payment information (e.g. bank account) provided by Company in the Platform as Company's method for payment for the Services. To the extent The Mom Project accepts other forms of payment for Services, Company authorizes The Mom Project to collect, utilize and retain such information. If the payment method is rejected, The Mom Project will consider this a Failure to Pay as subject to the terms below.

Failure to Pay

Company

Failure to pay approved invoices accurately or in accordance with contractual payment terms and without prior written notice to The Mom Project, authorizes The Mom Project in its sole discretion to take one or more of the following actions:

(i) modify, restrict, and amend contractual payment terms and or billing frequency;

(ii) the termination of Services for all active Talent engagements with Company;

(iii) the termination of this and all other agreements entered into by Company and The Mom Project.

(iv) upon a failure to pay, we may require you to present a second valid form of payment in order to continue services;

(v) upon a failure to pay, we may require you to make payment in full for all services and fees rendered due upon demand.

The Mom Project reserves the right to take all steps necessary to collect payment, including, but not limited to taking legal action or using a third-party collection agency. Company will be responsible for any fees associated with recovering payment in full, including bank fees or fees from a third-party collection agency.

Past due Accounts

Company

If any account becomes past due by 30 days or more, Company will be solely responsible for any and all interest and fees associated with the past due account. If the account becomes 90 days past due, this is considered delinquent, and we will take legal action in accordance with these Terms.

Fees

All Users

The fees associated for the Services provided by The Mom Project shall be detailed in an applicable Order. Estimated pricing for Services can be found on The Mom Project's Company Pricing Page at https://work.themomproject.com/company-pricing. The Parties acknowledge that any fees listed on The Mom Project's Company Pricing Page are only estimates and that The Mom Project's Company Pricing Page is expressly not a part of these Terms of Service. Further, The Mom Project, in its sole discretion, may alter its pricing for Services at any time. Any changes in pricing will not be applied to ongoing Orders.

TERM & TERMINATION

All Users

Term General

All Users

Any User with an active account will be bound by these Terms of Service. If you no longer wish to agree to these Terms of Service please contact support@themomproject.com to deactivate your account.

Term of a Specific Mom Project Service

Company

For Companies, any Service described in these Terms of Service shall be accompanied by an Order which shall have important details about the Service, including but not limited to the Term or duration of the specific Service.

Termination

Company

Unless otherwise agreed to by the parties, either The Mom Project or Company may terminate an Order for convenience by giving fourteen (14) days written notice. If you terminate an Order and still have an active account on The Mom Project's Platform you are still bound by these Terms of Service. In order to deactivate your account please contact support@themomproject.com.

The Mom Project or Company may terminate an Order with cause by giving twenty-four (24) hours notice. As used herein, "cause" shall mean a breach of any material term of these Terms of Service, the violation of any laws, and/or the negligent or intentional misconduct of either party. Upon termination, Company will be responsible for payment for all Services rendered and including a prorated portion for Services in progress prior to the date of termination.

Company will be responsible for payment of the entire term for any Subscription Service.

Survival

All Users

After termination of an Order or your profile and/ or account with The Mom Project the sections of the Terms of Service that expressly or by their nature contemplate performance after termination will survive and continue in full force and effect. For example, the sections related to arbitration, indemnification, intellectual property, limitations of liability, circumvention, payment, and protection of confidential information each contemplate performance or obligations after your account is no longer active. Deactivating your account will not release you or The Mom Project from any obligations incurred when agreeing to our Terms of Service prior to deactivation or termination.

CIRCUMVENTION

All Users

Any payments made or actions taken outside of the Platform (meant to circumvent the Terms) with regard to the Services including without limitation, submitting or soliciting or accepting proposals to parties identified through the Platform, bonus payments not reported to The Mom Project, or invoicing or reporting to The Mom Project invoice or payment amounts lower than agreed to in the Platform, shall be a violation of these Terms of Service and shall be immediately subject to a 30% fee payable to The Mom Project as if the payments had been routed through the Platform. This fee will be calculated by adding the project cost to any fees incurred by The Mom Project.

You hereby agree to notify The Mom Project immediately at support@themomproject.com if a party contacts you to make payments or take other actions outside of the Platform as set forth in this subsection.

PROTECTION OF CONFIDENTIAL INFORMATION

All Users

User may have access to information that is treated as confidential and proprietary by the disclosing Party including without limitation trade secrets, technology, and information pertaining to business operations and strategies, demographic information about The Mom Project community whether anonymized or not, EEO Reports, customers, pricing, marketing, finances, sourcing, and personnel, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, "Confidential Information"). The Parties agree: (i) to protect the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and Confidential Information; (ii) not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without prior written consent of the disclosing Party in each instance, or (iii) to use any Confidential Information for any purpose except for performing each Party's obligations under these Terms or as required by law

No knowledge, possession, or use of Company's Confidential Information will be imputed to The Mom Project as a result of Talent's access to such information.
Except to the extent that Talent is given access by Company to Confidential Information as part of Talent's performance of the Contract Services, The Mom Project shall not provide access to Company's Confidential Information to Talent.
Confidential Information may not be copied or reproduced without the disclosing Party's prior written consent, except in connection with the performance of the Services
All Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing Party or destroyed upon the latter to occur or (i) the need for access has been fulfilled, or (ii) completion of the Services or termination of the Agreement.
Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a Party's breach of these Terms; (ii) is communicated to a Party by a third party that had no confidentiality obligations with respect to such information; or (iii) was known to a Party prior to disclosure under these Terms, or (iv) is developed by a Party without use of Confidential Information.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. A Party agrees to provide written notice of any such order to an authorized officer of the Company within 48 hours of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the other Party to contest the order or seek confidentiality protections, as determined in that Party's sole discretion.

EXCLUSIVITY

All Users

In consideration of the services provided to you by The Mom Project as Company or Talent, you agree, for a twelve (12) months period following the date you were introduced to the other party or identified as a potential match by The Mom Project, or through the Site or Platform ("Exclusivity Period"), to make exclusive use of the Site to retain services from or make payments to the Talent. During the Exclusivity Period, you will not request work or make payments, directly or indirectly, in any manner or method that circumvents the use of The Mom Project, the Site or the Platform. In the case of any breach of the terms of this Exclusivity section The Mom Project will invoice the Party for the full price of the Services and suspend the Party from the Platform. If you are approached by a Party to conduct business in violation of these terms, please contact The Mom Project at support@themomproject.com.

Any change to this exclusivity requirement or one-time exception must be agreed to in advance and in writing by The Mom Project.

COMMUNITY STANDARDS

All Users

The Mom Project endeavors to create a vibrant community that connects Talent with Companies. In order to grow this community and facilitate these connections in an environment that is secure for Talent and Companies alike, The Mom Project has created these rules for all Users ( "Community Guidelines"). Users acknowledge and agree that by use of the Site, Platform and Services including any content Users submit they:

Will comply with the Terms of Service and with the Community Guidelines;
Will engage in professional interactions with all Users while bidding, interviewing, providing and or reviewing work. This includes responding within an appropriate amount of time to a party that has sent a communication;
Will abide by the terms of all agreements you enter into related to or arising out of the use of this Site and Services;
Will, as applicable, provide accurate billing for work completed and/ or accurate approvals of submitted timesheets;
Will, as applicable, endeavor to provide and/or manage work in a responsible, respectful and professional manner. For Talent, this includes but is not limited to managing the amount of contemporaneous projects that you accept so as to ensure you are able to fulfill the work for each project;
Will not impersonate another User or entity or falsely state or otherwise misrepresent User's affiliation with a person or entity;
Will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent;
Will not use this Site or the Services in a manner (as determined by The Mom Project in its sole and absolute discretion) that is illegal, infringing, defamatory, harassing, or abusive, that violates the privacy or publicity rights of another User, or that is otherwise objectionable.
Will not use this Site or the Services to send spam or other unsolicited bulk messages, for computer or network hacking or cracking, or to transmit any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality or security of the Site or the Services;
Will not copy or distribute in any medium any part of the Site or the Services, except where expressly authorized by The Mom Project;
Will not access The Mom Project Content or User Content (as those terms are defined below) through any technology or means other than through this Site itself, or as The Mom Project may designate;
Will not use this Site or the Services, including any of The Mom Project related technologies, for any commercial use without The Mom Project's express prior written consent; and
Will not take any action that imposes or may impose (in The Mom Project's sole discretion) an unreasonable or disproportionately large load on The Mom Project's technical infrastructure.

If you have a dispute with another member of our community, please contact The Mom Project, at trustandsafety@themomproject.com. We will investigate your concern and take all reasonable steps to promote a resolution that aligns with the Community Standards and these Terms of Service.

No Harassment

All Users

The Mom Project is dedicated to providing a positive, harassment-free experience for everyone, regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, race, age, citizenship, or religion. We do not tolerate harassment in any form. The following applies to general use of the Site, in-person events and virtual events hosted by The Mom Project and its affiliates. Users and participants include event attendees, speakers, sponsors, exhibitors, volunteers and staff.

Harassment includes offensive verbal and written comments, deliberate intimidation, stalking, in-person and social media following, unwanted photography or recording, sustained disruption of talks or other events, inappropriate physical contact, and unwelcome attention. Users and participants asked to stop any harassing behavior are expected to comply immediately. If a participant engages in harassing behavior, The Mom Project and event organizers retain the right to take any actions to maintain a welcoming environment for all participants. Event organizers may take action to redress anything designed to, or with the clear impact of, disrupting the event or making the environment hostile for any participants. We expect participants to follow these rules while using the Site, Platform and at all Mom Project events and event-related activities.

If you are being harassed, notice that someone else is being harassed, or have any other concerns, please report it immediately. You can contact our Trust and Safety Team at trustandsafety@themomproject.com.

Code of Conduct for Use

All Users

By downloading, accessing, or using the Site or the Platform to view The Mom Project's information and materials or submit information of any kind, you represent that you are at least the legal age of majority, are authorized to work in the United States per applicable laws, and are able to provide verification of such, and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Site, including, without limitation, when you provide information via Site registration, profile or account creation or other submission form.

The Mom Project reserves the right to terminate immediately your access to and use of the Site or the Platform.

In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Site or the Platform.

You agree that you shall not use nor disclose to any other party in a manner not permitted by these Terms of Service any Personal Information or confidential information, which you receive or which is made available to you in connection with the Site or the Platform. These Terms of Service are also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Site and/or Platform (or access thereto) without complying with such laws, orders, restrictions, or regulations.

Restrictions of Use

All Users

BY USING THE SITE AND THE PLATFORM, YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right or commit a tort in connection with The Mom Project, the Services or your use of the Site or the Platform. The Mom Project reserves the right to perform investigations and take appropriate legal action against anyone who violates this provision in The Mom Project's sole discretion. Listed below are examples of the types of uses or actions that are illegal or prohibited by The Mom Project. This list is non-exclusive. You agree that you will comply with these Terms of Service and will not:

represent that you are a member or agent of The Mom Project;
use the Site or Platform for any purposes except for its intended purposes;
interfere with a business relationship formed through the Site or Platform including without limitation manipulating pricing for Services offered by The Mom Project, or use the Site or Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
Create and maintain multiple active accounts
defame, harass, abuse, threaten or defraud Users, or collect, or attempt to collect, Personal Information or confidential information about users or third parties without their consent;
post, upload, or distribute any defamatory, libelous, or inaccurate, or hateful or racially or ethnically objectionable Content;
solicit personal information from anyone without their express consent and in no cases for anyone under the age of 18;
impersonate any person or entity, falsely claim an affiliation with any person or entity, or access The Mom Project accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Site or the Platform, or perform any other similar fraudulent activity, use or attempt to use another user's account without authorization from that user;
make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users;
harvest or collect the email addresses or other contact information of other Users without their consent;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, the Platform or the Content, features that prevent or restrict use or copying of any Content;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or the Platform or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your country of residence;
rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted in these Terms of Service;
modify, adapt, translate or create derivative works based upon the Site or the Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
intentionally interfere with or damage the operation of the Site or the Platform or any user's enjoyment thereof, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
relay email from a third party's mail servers without the permission of that third party;
use any robot, spider, scraper, crawler or other automated means to access the Site or the Platform for any purpose;
use any device, software or routine that interferes with the proper working of the Site;
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or the Platform;
interfere with or disrupt the Site or the Platform servers or networks connected therewith, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Platform or use the Site or Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or Platform, or that could damage, disable, overburden or impair the functioning of thereof in any manner;
attempt to indicate in any manner that you have a relationship with The Mom Project or that the The Mom Project endorsed you or any products or services for any purpose;
attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site;
attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
otherwise attempt to interfere with the proper working of the Site;

In order to grow our vibrant and productive online marketplace,The Mom Project, in its sole discretion, may take any action it deems appropriate to enforce the letter and or spirit of the Community Standards above including, but not limited to, providing internal feedback, suspending or terminating access to our Site and Services.

SITE CONTENT

User Generated Content

All Users

User understands that all information, including User's name and email address; data, including User's IP address and other personally and non-personally identifiable information we collect about User through the Site and Services, including information we collect from User's social media profiles if User accesses, by connecting a social media channel to the User's account, the Site or Services through The Mom Project's social media channels; or other content of any kind, uploaded, posted, made available, shared or transmitted by User or another user to or through the Site or Services (each and all of the foregoing, "User Content") is the sole responsibility of the person from whom such User Content originated. We do not control such User Content and do not make any guarantee whatsoever related to such User Content.

While we have no obligation to review, monitor, display or accept User Content, we may, in The Mom Project's sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content at any time, for any reason, without notice or liability to User or any other party.

By submitting or posting User's User Content to or on the Site or Services, User grants The Mom Project, and The Mom Project's affiliates, agents, third party partners, and assigns a non-exclusive, irrevocable, sublicensable and royalty-free license in perpetuity throughout the universe to host, display, transmit, distribute, reproduce, modify, edit, translate, create derivative works from, store, archive, cache, sublicense and otherwise use User Content in any and all manner and media, whether now known or hereafter devised, and User releases all moral rights and similar rights in and to User's User Content. User further perpetually and irrevocably grants The Mom Project the unconditional right to use User's name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to User or anyone else.

User Contributions

All Users

The Site may contain blogs, message boards, chat rooms, personal web pages or profiles, forums, JobClubs, bulletin boards, resumes, job posts, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site. The Company may also host in-person or virtual events with Interactive Services that allow users to post User Contributions.

All User Contributions and attendees must comply with the Code of Conduct set out in these Terms of Service.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. You expressly agree NOT TO POST ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OR ANY OTHER CONTENT THAT MAY INFRINGE IN ANY WAY ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES. By providing any User Contribution on the Site, or virtual events, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
You will not represent yourself as having authority to act on behalf of The Mom Project.
All of your User Contributions do and will comply with these Terms of Service.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site, or attendee of virtual events.

Use of Content

All Users

These Terms of Service permit you to use the Site for your personal, non-commercial use only. Content may be viewed, downloaded, printed or copied for personal use or internal business use only and may not be used for any other purposes without consent of The Mom Project. You must not reproduce (including copying or adapting HTML code), distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes, except those connected to The Mom Project's Services, any part of the Site or any services or materials available through the Site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Service, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

If you wish to make any use of content on the Site other than that set out in this section, please address your request to: info@themomproject.com.

Reliance on Information Posted

All Users

The information presented on or through the Site, or during any virtual events, is made available solely for general information purposes. The Mom Project does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. The Mom Project expressly disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or in any virtual events, or by anyone who may be informed of any of its contents.

Links to Other Sites

All Users

The Mom Project, in its sole discretion, may provide links to other websites (including links to social media or press sites) for your convenience in locating or accessing related information, products, and services. These websites have not necessarily been reviewed by The Mom Project and are maintained by third parties over which The Mom Project exercises no control. Accordingly, The Mom Project expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party. The Mom Project encourages you to learn about the privacy practices and terms of those other companies.

Third Party Content

All Users

This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

INTELLECTUAL PROPERTY

The Mom Project Content

All Users

Unless otherwise agreed to in writing on an Order or another document executed by applicable parties, all of the content on the Site and Services including without limitation the text, software, scripts, source code, API, graphics, images, videos, sound, data, links and supporting systems and software, whether created, submitted or uploaded by The Mom Project, you or third parties for display on the Site or Services, or in connection with User's use of the Platform, is owned by or licensed to The Mom Project. All such Content shall be protected by U.S. copyright and international treaties and is referred to as "The Mom Project Content". The Mom Project Content is provided to User "as is", "as available" and "with all faults" for User's information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of The Mom Project.

Except as expressly provided herein, The Mom Project does not grant any express or implied right to User or any other person or entity under any intellectual or proprietary rights. Accordingly, User's unauthorized use of the Site or the Platform may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that The Mom Project does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of The Mom Project's trademarks. This Site is Copyright © 2020 The Mom Project, Inc. and/or its licensors. All rights reserved. The Mom Project also owns a copyright in the contents of the Site and the Platform as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Site. Any downloadable or printable programs, directories, databases, information, or materials available through the Site and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by The Mom Project. The Mom Project, the The Mom Project logo, and all other names, logos, and icons identifying The Mom Project and its Services are proprietary trademarks of The Mom Project, and any use of such marks, including, without limitation, as domain names, without the express written permission of The Mom Project is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners. All goodwill generated from the use of The Mom Project Trademarks inures to The Mom Project's benefit. The Site and the Services have been specially designed to present The Mom Project Content in a unique format and appearance. Neither User nor any third party shall make use of The Mom Project Content in any manner that constitutes an infringement of The Mom Project's rights, including copyright, or that has not been authorized by us.

License

All Users

Unless otherwise expressly stated in writing by The Mom Project, you are granted a limited, non-sublicensable license (i.e. a personal and limited right) to access and use the Site or the Platform for your personal or internal business use only. By submitting or entering Content to the Site or Platform, you represent and warrant that you own all rights, title and interest to any Content you upload to the Site or the Platform and grant The Mom Project a perpetual, non-exclusive, irrevocable worldwide, royalty free, fully paid transferable, sub-licensable, license to copy, display, upload, perform, distribute, store, modify and otherwise use Content submitted by you by any means, forever and worldwide. The Mom Project reserves the right to use the Content in accordance with the Privacy Policy and to make changes to the Content from time to time and as it deems necessary.

Violation & Access to The Mom Project Content

If User violates any part of these Terms, User's permission to access and use The Mom Project Content and the Site, the Platform or the Services automatically terminates, and User must immediately destroy any copies User has made of The Mom Project Content. The Mom Project reserves the right to take further action as described below in these Terms of Service in its sole discretion. Other company, product, and service names located on the Site and the Services may be trademarks or service marks owned by others. Nothing on the Site or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without The Mom Project's prior written permission specific for each such use.

Trademarks

All Users

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the respective Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

Ownership of Work Product

The ownership of any Work Product created during the course of an engagement between Talent and Company, related to our Services shall be governed by a written agreement between the applicable Talent and Company. For the sake of clarity, ("Work Product") shall mean: all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, database, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice for a Company by Talent.

Talent represents and warrants that no confidential information or trade secrets, or any other material in which any other person or entity can assert a colorable copyright, patent right, trademark, or other proprietary or intellectual property right shall be used or integrated into any Work Product.

Protection of Others Intellectual Property

All Users

By accessing our Site or our Services, you represent and warrant that you will not in any way, take any action that infringes, interferes with, or misappropriates the intellectual property of another party beit any Users of this Site, past or present, or any third parties. If intellectual property is shared with you, you agree to use commercially reasonable steps to protect it, including, at the conclusion of any business or upon request from the owner of the intellectual property, you agree to return or destroy it.

Infringement of Intellectual Property & the Digital Millennium Copyright Act

All Users

If you believe any uploaded content infringes your intellectual property rights, you may provide The Mom Project with the notice described below (the "Notice") to The Mom Legal Team by email to legal@themomproject.com or by mail to The Mom Project, Attn: Legal Department, 1 E. Erie Street, Suite 525, PMB 316 Chicago, IL 60611

The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3) (" DMCA "). The Legal Department is The Mom Project's designated agent under the DMCA.

Please include the following items in your Notice:

Identify the intellectual property rights that you claim are infringed.
Identify the website, profile, posting, feedback, or other material that you claim infringes your intellectual property rights and a short description of how the user(s) allegedly infringe(s) your intellectual property rights.
Provide your complete name, address, telephone number, and email address.
Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
Include the following statement: "I have a good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive intellectual property rights, its agent, or the law," and "The information in this notice is accurate."
Conclude the Notice with the following: "I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive intellectual property rights that are allegedly infringed."
Sign and date (electronically or physically) the Notice.

If you fail to comply with all of the above requirements of the DMCA, your Notice may not be effective. In response to your Notice, The Mom Project may remove or disable access to the allegedly infringing content and take such other actions as we may deem necessary and/or appropriate, as determined in our sole discretion. Please be aware that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that content is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing content so that the poster may provide a counter notification (the "Counter Notice") as described below.

If you believe that content you posted was removed or disabled by mistake or misidentification, you may file a Counter Notice by email to legal@themomproject.com or by postal mail to,The Mom Project, Attn: Legal Department, 1 E. Erie Street, Suite 525, PMB 316 Chicago, IL 60611. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).

Please include the following items in your Counter Notice:

Identify the website, profile, posting, feedback, or other material that The Mom Project has removed or to which The Mom Project has disabled access and a short description of which material appeared before it was removed or access to it was disabled.
Provide your complete name, address, telephone number, and email address.
Include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or Cook County, IL, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person.
Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
Sign and date (electronically or physically) the Counter Notice.

In response to a Counter Notice, The Mom Project may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that material in question does not infringe the intellectual property rights of others. If you have questions about whether certain intellectual property rights are valid or whether certain material is infringing, please seek the advice of an attorney.

Monitoring of the Site and Enforcement of these Terms of Service

All Users

In order to maintain a safe community for Users, protect the rights of Users, and enforce these Terms of Service, The Mom Project may, in its sole discretion, monitor User content on its Site. We cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable content or content that violates these Terms of Service after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. If we do not take action in one instance, we do not waive our right to take action against future violations of these Terms of Service whether they are related to the first breach or not.

If The Mom Project does suspect a violation of the Terms of Service, we can stop you from using our Site at any time. If we disable or close your account, you will not be able to use any of our Services, but the following will remain in effect: (i) The Mom Project's rights to use or share your feedback (see Feedback section below); (ii) User's rights to share your content; (iii) you agreement to the Terms of Service.

Further, The Mom Project has the right to:

Remove or refuse to post any User Contributions for any or no reason at our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Code of Conduct, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to any affected parties, governmental agencies or law enforcement, for any illegal or unauthorized use of the Site.
Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Service.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Information About Your Platform Activity

All Users

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. We may share User's information to enforce or apply The Mom Project's Privacy Policy, Terms of Service or The Mom Project's other policies or agreements.

REVIEW & ACCESS

All Users

Upon User's request, we will provide User with a summary of the information we collect about User. User will have an opportunity to correct, update, or modify this information. To make such a request, please email support@themomproject.com.

For California Residents

California Marketing Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of personal information that we share with The Mom Project's affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If User is a California resident and would like a copy of this notice, please submit a written request to: support@themomproject.com.

Linking to the Site and Social Media Features

All Users

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without the express written consent of The Mom Project.

This Site may provide certain social media features that enable you to:

Link from your own or certain third-party Sites to certain content on this Site.
Send e-mails or other communications with certain content, or links to certain content, on this Site.
Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party Sites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any Site that is not owned by you.
Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Site other than the homepage.
Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Service.

The Site from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice at our discretion.

Security

All Users

The Mom Project takes commercially reasonable steps to protect User's information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Nevertheless, no transmission over the Internet and no data storage method can be guaranteed to be safe 100% of the time. The Mom Project cannot insure or warrant the security of any information User transmit to The Mom Project or guarantee that User's end user data stored on the Services may not be accessed, disclosed, altered, or destroyed by breach of any of The Mom Project's industry standard physical, technical, or managerial safeguards. In particular, e-mail sent to us may not be secure, and User should therefore take special care in deciding what information User sends to us via email.

As such, Users acknowledge and agree that use of the Internet and access to or transmissions or communications with the Site or the Platform is solely at the User's own risk. You agree to assume all responsibility concerning activities related to your use of the Site, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for your use of the Site or the Platform, and maintaining and backing up any data. While The Mom Project makes commercially reasonable efforts to create a secure and reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from the Site and/or the Platform over the Internet or other form of global communication network cannot be guaranteed. Security breaches, hacking being one example, may occur. You acknowledge that The Mom Project is not liable for any matter or claim that may arise from such a breach impacting the Site or the Platform.

The Site is hosted on servers in the United States. Accordingly, if User is located outside of the United States, any information User provides to us will be transferred to the United States. By providing us with any information, User consents to its transfer and storage in the United States.

Email

All Users

We may use User's email to deliver The Mom Project's newsletter, as well as for other promotional purposes. Email messages we send User may contain code that enables The Mom Project's database to track User's usage of the emails we send User. Such usage includes whether the email was opened and what links (if any) were clicked. If User sends an email to us, or fills out The Mom Project's "Feedback" or "Survey" form, we will collect User's email address and the full content of User's email, including attached files, and other information User provides.

How to Unsubscribe

All Users

User can unsubscribe from receiving The Mom Project emails at any time. User can unsubscribe by clicking on the "Unsubscribe" link in the footer of any The Mom Project email.

Site, Platform & Service Modification or Termination

All Users

The Site and/or Platform (i) may on occasion be unavailable due to updates, maintenance or malfunction of computer equipment or for other reasons, or (ii) may from time to time, at The Mom Project's sole discretion, be amended, modified, revised, altered, or taken down, including the Services available through the Platform, in each case without notice to Users.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, the Platform or Services (or any part thereof) with or without notice. We will not be liable to, Users or to any third party for any such modification, suspension or discontinuance of the Site, Platform or Services. We may at The Mom Project's sole discretion, under any circumstances, for any or no reason whatsoever and without prior notice to User, disable any user name, password or other identifier, whether chosen by you or provided by us or immediately terminate User's access to the Site, Platform and Services. We will not be liable or responsible to User or any third party for such termination.

LIMITATION OF LIABILITY

All Users

Indemnification

All Users

To the extent permitted by applicable law, User agrees to indemnify, defend and hold harmless The Mom Project, The Mom Project's affiliates and subsidiaries, its officers, directors, employees, agents, licensors, suppliers, and partners (collectively "The Mom Project Indemnitees") from and against all losses, liabilities, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Service or any activity related to use of the Service, the Site or the Platform (including negligent or wrongful conduct) by User or any other person accessing the Service via User's The Mom Project account, email account(s), social media account(s) or ISP address. In addition, Company agrees to indemnify, defend and hold harmless The Mom Project Indemnitees for any negligent or wrongful conduct or any violation of applicable law related to selection and or hiring, management, or termination of Talent referred to Company as part of The Mom Project's Services. We reserve the right to take over the exclusive defense of any claim.

Release

All Users

If User has a dispute with one or more users of the Site or Services, User releases The Mom Project from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. User also waives California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." User also waives any and all benefits and rights that would otherwise accrue to User by reason of the provisions of any federal or state statute or principle of common law of any state of the United States, or any political entity, nation, or province or local law or regulation that may govern this release, which statute, regulation, law or principle provides in substance something similar to California Civil Code § 1542.

CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO USER, SOME OR ALL OF THE ABOVE LIMITATIONS ON WARRANTIES MAY NOT APPLY TO USER, AND USER MIGHT HAVE ADDITIONAL RIGHTS.

Limited Court Actions

All Users

Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm, preliminary injunctive relief, an injunction, specific performance or other equitable relief or legal remedies, and actions to enforce the decisions of the arbitrators, User hereby consents to (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to) the jurisdiction of any court of competent jurisdiction, in the County of Cook, in the State of Illinois. User also agrees to waive the right to a trial by jury in any such action or proceeding described in this section.

Limited Court Actions

All Users

User hereby consents to (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to) waive the right to a trial in any such action or proceeding that takes place relating to or arising out of these Terms of Use or the Services of The Mom Project. With the express exception of actions listed in the previous section, Limited Court Actions, all disputes arising out of or related to these Terms of Use, shall be resolved by binding arbitration governed by the Federal Arbitration Act and in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services ("JAMS") then in force. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH DISPUTE IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

The arbitration hearings and all meetings pursuant to this section shall be held in Cook County, in the State of Illinois. If the parties cannot agree to an arbitrator, then a neutral arbitrator based in Illinois shall be selected by JAMS to resolve the dispute. The arbitrator shall conduct a hearing within sixty (60) days after their selection. The arbitrator shall determine the decision and/or award, which shall be rendered within ten (10) days after the completion of the hearing. The decision of the arbitrator shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' fees or arbitrators' fees under this section.

To the fullest extent permitted by applicable law, no arbitration under these Terms of Service will be joined to an arbitration involving any other party subject to these Terms of Service, whether through class arbitration proceedings or otherwise. Any claim or cause of action arising out of or related to use of the Site or Services or these Terms of Service must be filed within one year after such claim or cause of action arose or be forever barred. User also hereby expressly waives any right to resort to any form of class action.

Governing Law

All Users

These Terms of Service and the relationship between User and The Mom Project will be governed by the laws of the United States of America and the State of Illinois as an agreement wholly performed therein. Any dispute relating in any way to User's use of the Site or Service will be submitted to confidential arbitration in Cook County, Illinois.

EEO DATA

All Users

In an effort to promote a diverse Talent community where all members have an equal opportunity for employment or other types of work opportunities through this Site, The Mom Project may ask Talent for certain demographic or other information. Providing this information is completely voluntary and Talent's decision to provide such information shall not affect Talent's ability to be connected with or engaged by any party. The Mom Project will protect Talent's responses in a manner that complies with applicable law and that does not allow anyone to link the responses to the Talent who provided the information.

The Mom Project may share aggregated data related to the collected demographic information ("EEO Report"), but will only do so when The Mom Project is able to completely anonymize the data. An EEO Report is considered Confidential Information. Anyone who receives an EEO Report must protect it and its contents as detailed in the Protection of Confidential Information. Any recipient of an EEO Report agrees not to share, republish, alter or in any way attempt to disaggregate the EEO Report. The Mom Project reserves all rights to protect this information.

MISCELLANEOUS

All Users

These Terms of Service constitute the entire Agreement between User and The Mom Project and govern User's use of the Site or Services. These Terms of Service supersede any prior agreements between User and The Mom Project with respect to the Site or Services. User also may be subject to additional terms and conditions that may apply when User uses other services, affiliate services, or third-party services. These Terms of Service are fully assignable by us and will be binding upon and inure to the benefit of The Mom Project's successors and assigns. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Service. The Mom Project's failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the court should nevertheless endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service will remain in full force and effect.

Feedback

All Users

The Mom Project welcomes your input about The Mom Project's Services, the Site or the Platform. If you provide any feedback, suggestions or comments or other information to The Mom Project regarding the Site, the Platform or the Services (collectively, "Feedback"), The Mom Project may use such Feedback for any purpose. To allow us to incorporate such Feedback into our Site, Platform or Services, any Feedback will be deemed to include a royalty-free, perpetual, irrevocable, transferable, nonexclusive right and license for The Mom Project to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary. By transmitting such Feedback, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to The Mom Project and enable The Mom Project to use such Feedback.

These Terms of Service are effective as of Nov 07, 2022. See our previous Terms of Service here.