Terms of Service

These Terms of Service (this “Agreement”) govern your access to and use of the surely + work website located at surelywork.com (the “Site”), which includes any content, functionality, and services offered on the Site (the “Services”) by Surely Work, Inc. (the “Company”, “surely + work”, “we”, or “us”) and the users or visitors of the Site (“you” or “user”), as well as the overall relationship between you and the Company.

Please read these Terms carefully before you start to use the Site. By using the Site, opening an account, or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound by and abide by these Terms and our Privacy Policy. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Site.

Eligibility

The Site is offered and available to users who are at least 18 years of age and of legal age to form a binding contract. If you are under 18 and at least 13 years of age, you may use the Site only through an account owned by a parent or legal guardian with their appropriate permission. If you are under 13, you are not permitted to use the Site or the Services. By using the Site, you represent and warrant that you meet these eligibility requirements.

The Site and the Services

The Company provides the Site and the Services for the express purposes of connecting creative freelancers with paid opportunities to monetize their skills, and connecting purchasers of creative services with capable freelancers. The Site is to be used only to list work opportunities and connect with freelancers capable of fulfilling the requested services. Any other use of the Site is expressly prohibited and may result in the Company disabling your account and access to the Site on a temporary or permanent basis.

Your relationship with the Company

The Company is a facilitator, not a party to any work relationship between you and another user. Nothing in this Agreement nor your use of the Site shall be construed as creating an employment, partnership, joint venture, or agency relationship between you and the Company. Your use of the Site is provided at the sole discretion of the Company, which may terminate your access for any reason at any time, as further described in the Term and Termination section.

The Company's responsibilities

The Company's sole obligation is to provide the Site and the Services at a manner, quality, frequency, and cadence it deems fit. The Company is not responsible for arranging the logistics of the working relationship between freelancers and seekers of freelancers, including: drafting legal documents codifying the relationship, providing insurance, independently vetting either party for fitness, or guaranteeing the outcome of any engagement. The Company facilitates introductions and payment flow; it does not act as employer, agent, escrow, or counterparty.

Your responsibilities

• You are responsible for ensuring that all information you post on the Site is true and accurate. The Company makes no warranties as to the accuracy of any information posted by any user.
• You are solely responsible for arranging the legal relationship(s) with any parties you connect with using the Site, including the cost of obtaining legal counsel and the compensation paid to any freelancer.
• You may only use the Site to obtain and pay for services that are legal. Illegal services or transactions are expressly prohibited.
• You are responsible for paying any and all applicable taxes (city, state, federal, foreign) associated with any transactions you enter into with parties you connect with using the Site.
• You are responsible for paying any applicable subscription or facilitation fee in accordance with the Fees and Payments section below.
• You are responsible for safeguarding your account credentials. You should exercise extreme caution in determining what intellectual property or confidential information you choose to disclose when using the Site.

Fees and payments

The Company offers paid Services with the following structure. All fees are subject to change with at least 30 days' notice for material changes.

• Database subscription. Direct database access is offered on a recurring monthly subscription billed in advance. The current price is published on the Site. Subscriptions automatically renew until canceled. You may cancel at any time through your account settings; cancellation takes effect at the end of your current billing period.
• Facilitation fee. When the Company facilitates a paid engagement between a client and a freelancer, a facilitation fee (currently 5% of the gross project amount, split between the client and the freelancer according to a configurable split, defaulting to 2.5% on each side) is collected by the Company. The applicable fee and split will be disclosed to both parties before the work is accepted.
• Managed sourcing. For projects sourced through the Company's curator-led service, the Company's fee is a custom percentage of the project budget, disclosed and agreed in writing before work begins.
• Promotional pricing. Limited-time promotional pricing (including any “founder” or lifetime-rate offers) is honored according to the terms posted at the time of subscription. The Company reserves the right to discontinue promotional offers for new subscribers without affecting subscribers who have already enrolled.
• Payment processor. Payments are processed by Stripe, Inc. (stripe.com) on our behalf. Your use of the payment functionality is subject to Stripe's terms.
• Refunds. Subscription fees are generally non-refundable except where required by law. Facilitation fees on completed engagements are non-refundable. Disputes about specific charges should be sent to hello@surelywork.com within 30 days of the charge.
• Taxes. You are solely responsible for taxes on any income you earn through the Site. Freelancers receiving payouts through the Site may be required to provide Form W-9 (US) or equivalent tax documentation before funds are released.

Intellectual property

• Your content. You retain all rights to the content you upload to your profile (portfolio samples, bio, links, photographs, work history). You grant the Company a worldwide, non-exclusive, royalty-free license to display that content within the Site and Services for the purposes of operating the platform and presenting your profile to potential clients.
• Work product. Ownership of any deliverables created by a freelancer for a client is governed solely by the agreement between those two parties. The Company has no ownership interest in work product delivered between users.
• Our IP. The Site itself, the software, the brand, and all related Company-created content are owned by the Company or its licensors and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Services, nor may you reverse engineer or attempt to extract the source code of the software, unless permitted by law.
• Feedback. If you send us feedback or suggestions, you grant the Company a perpetual, royalty-free license to use that feedback for any purpose without obligation to you.

Prohibited conduct

You agree not to:

• Scrape, harvest, or otherwise collect data from the Site using automated means without our prior written consent
• Use the Site to send unsolicited commercial messages (spam) to other users
• Misrepresent your identity, affiliations, qualifications, or rates
• Circumvent the Site to avoid paying applicable fees (e.g., arranging payment off-platform to evade the facilitation fee)
• Upload viruses, malware, or other malicious code
• Interfere with the operation of the Site or attempt to gain unauthorized access to accounts or data
• Use the Site for any unlawful purpose or in violation of these Terms or applicable law
• Reverse engineer or decompile any part of the Site or Services

DMCA / Copyright takedown

If you believe that material on the Site infringes your copyright, please send a notice to our designated copyright agent at legal@surelywork.com containing the following: (a) a physical or electronic signature of the copyright owner or person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (d) your contact information; (e) a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. We will respond to valid notices in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). Counter-notifications may also be sent to the same address.

Binding arbitration and class action waiver

Binding arbitration. Any dispute, claim, or controversy (“Claim”) relating in any way to this Agreement, the Site, or your use of the Services will be resolved by binding arbitration as provided in this section, rather than in court, except that you may assert claims in small claims court if your claims qualify.

United States. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of California. The Federal Arbitration Act and federal arbitration law apply to this Agreement. The arbitration will be conducted by a single neutral arbitrator selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) in effect on the date the Claim is initiated, including Rules 16.1 and 16.2. The arbitrator's decision shall be final, binding, and non-appealable, and judgment may be entered in any court having jurisdiction. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement, including any claim that all or any part of the Agreement is void or voidable. If for any reason a claim proceeds in court, both parties waive any right to a jury trial.

United Kingdom. If you are located in the United Kingdom, this Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules. If the dispute is not settled by mediation within 14 days, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules. The language of the mediation and arbitration shall be English. The seat of arbitration shall be London.

Class action waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND THE COMPANY EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and the Company agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim, then that claim (and only that claim) must be severed and may be brought in court.

30-day right to opt out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions by sending written notice of your decision to opt out to legal@surelywork.com with the subject line “LEGAL OPT OUT”. The notice must be sent within 30 days of your first use of the Services, otherwise you shall be bound to arbitrate disputes and will be deemed to have agreed to waive any right to pursue a class action. If you opt out of these provisions, we will also not be bound by them with respect to you.

Limitation of liability

To the fullest extent permitted by law, you agree that in no event will the Company or its affiliates be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from these Terms or the Services, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, whether caused by strict liability or tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if the Company or its service providers have been advised of the possibility of such damages; or for any other claim, demand, or damages whatsoever resulting from, arising out of, or in connection with these Terms or the delivery, use, or performance of the Services. Access to and use of the Services is at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom.

Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of the Company arising out of or in any way related to these Terms or your access to and use of the Services exceed the greater of (a) one hundred US dollars ($100) or (b) the amount actually received by the Company from you in the twelve months preceding the event giving rise to the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to: (a) your breach of this Agreement or violation of applicable law; (b) any dispute between you and any third party (including, without limitation, any other user of the Site); or (c) your content or any work product you create or transmit through the Site. You agree to reimburse the Company for reasonable attorneys' fees and expenses associated with such claims.

Term and termination

Term. This Agreement shall come into full force and effect as of the Effective Date and shall remain in effect for as long as you continue to use the Services or until terminated.

Termination by us. If you breach any provision of this Agreement, your access to the Services may be automatically terminated. We also reserve the right, with or without notice and in our sole discretion, to suspend, restrict, disable, terminate, or delete your account at any time for any or no reason. You acknowledge that we shall have no liability or obligation to you in such event, and that you will not be entitled to a refund of any amounts already paid except where required by law.

Termination by you. You may stop using the Services at any time. You may request deletion of your account by contacting hello@surelywork.com. Subscription cancellation is handled through your account settings or by emailing the same address.

Survival. The following sections survive termination of this Agreement: Fees and Payments (as to obligations accrued prior to termination), Intellectual Property, Limitation of Liability, Indemnification, Binding Arbitration and Class Action Waiver, Governing Law, and Miscellaneous.

Governing law

This Agreement and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of California (without regard to conflict of law rules). Any dispute between the parties that is not subject to arbitration and cannot be heard in small claims court shall be adjudicated by a California State court of competent jurisdiction or a federal court located in the State of California.

Disclaimer

The Company does not guarantee, represent, or warrant that your use of the Services will be uninterrupted, timely, secure, or error-free. The Company does not warrant that the results obtained from use of the Services will be accurate or reliable. You agree that from time to time the Company may remove the Services for indefinite periods or cancel the Services at any time without notice.

You expressly agree that your use of, or inability to use, the Services is at your sole risk. The Services and all products and services delivered through them are (except as expressly stated by us) provided “as is” and “as available” without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, durability, title, and non-infringement.

California privacy rights (CCPA / CPRA)

If you are a California resident, you have specific rights regarding your personal information under the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), including:

• The right to know what personal information we collect, use, disclose, and sell
• The right to delete personal information we have collected from you
• The right to correct inaccurate personal information
• The right to opt out of the sale or sharing of your personal information
• The right to limit the use of sensitive personal information
• The right to non-discrimination for exercising any of these rights

We do not sell or share personal information in the traditional sense of those terms, and we do not knowingly collect or sell personal information from minors under 16. To exercise any of these rights, email hello@surelywork.com with the subject line “California Privacy Request”. See our Privacy Policy for additional detail on what we collect and how it is used.

Modifications to these Terms

We may revise these Terms from time to time. For material changes (changes that meaningfully affect your rights or obligations), we will provide at least 30 days' advance notice by posting the updated Terms on the Site with a new Effective Date and, where reasonably feasible, by email to the address associated with your account. Continued use of the Site after the Effective Date of a revision constitutes your acceptance of the revised Terms. Non-material changes (typographical corrections, restructuring, formatting) take effect immediately upon posting.

Miscellaneous

• Assignment. You may not assign or transfer this Agreement without our prior written consent. Any assignment in violation of this section is void. The Company may assign this Agreement without your consent in connection with a merger, acquisition, sale of substantially all of its assets, or as part of a corporate reorganization.
• Entire agreement. This Agreement, together with the Privacy Policy, represents the entire agreement between you and the Company regarding its subject matter.
• Force majeure. Neither party will be liable for any delay or failure to perform any obligation where the delay or failure results from causes beyond the party's reasonable control, including acts of God, utilities or telecommunications failures, cyber attacks, earthquake, storms, pandemics, blockades, embargoes, riots, acts of government, acts of terrorism, or war.
• Independent contractors. Both you and the Company are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
• Language. All communications and notices under this Agreement must be in English.
• Third-party beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights.
• Waiver. Any failure by the Company to enforce any provision of this Agreement will not constitute a waiver. All waivers by the Company must be in writing to be effective.
• Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.
• Notice to parents and guardians. By granting your minor permission to access the Site or Services, you agree to these Terms on behalf of your minor and are responsible for supervising your minor's online activities.

Contact

Questions about these Terms, or legal notices? Email legal@surelywork.com. General questions go to hello@surelywork.com. Mailing address: Surely Work, Inc., 415 Molino St #3, Los Angeles, CA 90013.