oDesk Widget Terms of Use

Last modified: April 17, 2013
These Widget Terms of Use are a contract between you and oDesk Corporation, a California corporation with its principal place of business at 901 Marshall Street, Redwood City, California U.S.A. (“oDesk”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these oDesk Terms of Use, or oDesk does not grant you a license to use the “Widget” defined in Section 1 below. You understand that by downloading or using the “Widget,” you agree to be bound by these Widget Terms of Use. If you agree to these Widget Terms of Use on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Widget Terms of Use. In that event, “you” and “your” will refer and apply to that entity. oDesk may amend these Widget Terms of Use by posting a revised version on its website located at www.odesk.com (the “Site”). Your continued use of the Widget after the effective date of a revised version of these Widget Terms of Use constitutes your acceptance of their terms.

1. Definitions.

  1. “Content” is information from the Site, made accessible by oDesk in its sole discretion. For example, Content can include the public-facing profiles of freelancers who have accounts on the oDesk website, as well as additional information available to visitors who click on hyperlinks in such profiles.
  2. The “Marks” are trademarks, service marks, logos and trade names of oDesk, including without limitation oDesk’s registered trademark, oDesk.
  3. “Proprietary Rights" mean any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
  4. The “Widget” is software provided by oDesk that you can place on your website to enable visitors to access and view Content. As used in these Terms of Use, “Widget” includes all files and images incorporated in, or generated by, the Widget, and any and all data and html embedded code that accompanies the Widget, and any upgrades, enhancements or modifications to the Widget.

2. License.

  1. License Grant. Subject to these API Terms of Use, oDesk grants you a limited, revocable, non-exclusive license to download and use the Widget to display Content on your website, and to display Marks as served by the Widget.
  2. License Restrictions. You may not:
    • charge a fee for the use of the Widget without our written approval;
    • reverse engineer, modify, or alter the Widget;
    • modify, obscure, or interfere with the display of any Content or Marks displayed by the Widget;
    • display the Widget in a manner that does not permit successful linking to, redirection to or delivery of the Content;
    • insert any intermediate page, splash page or other content between the Widget and the oDesk Content;
    • display the Widget on any site that disparages oDesk or its products or services, infringes any oDesk intellectual property or other rights, violates any applicable law, or is threatening, vulgar or otherwise inappropriate as we determine, in our sole discretion;
    • sublicense, redistribute or republish the Widget.

3. Proprietary Rights.

oDesk and its licensors reserve all Proprietary Rights to the Widget, the Content and the Marks. These Widget Terms of Use grant you no right, title, or interest in any Proprietary Rights owned or licensed by oDesk. In particular, you understand and agree that any and all uses of the Marks shall be subject to our continuing approval and quality control. You acknowledge and agree that oDesk may monitor your website for the purpose of confirming your compliance.

4. Termination.

oDesk may change, suspend, or discontinue any aspect of the Widget at any time, or restrict your access to parts or all of the Content or the Site without notice or liability. oDesk may terminate your license in Section 1 without notice at any time, with or with cause, by ceasing to support the Widget or the Content or by forbidding you to use the Marks or by any other means.

5.Disclaimer of Any Warranty.

ODESK DOES NOT REPRESENT OR WARRANT THAT THE WIDGET OR THE CONTENT IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.THE WIDGET AND THE CONTENT ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND ODESK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.

6. Limitation of Liability.

IN NO EVENT WILL ODESK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THIS LIMITATION SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ODESK IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

7. Indemnification.

You shall indemnify, defend and hold harmless oDesk and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) your use of the Widget, Content or Marks, or (ii) your website, including without limitation infringement of the Proprietary Rights or other rights of any third party.

8. General Terms

  1. Relationship of the Parties. The parties are agreeing to these Widget Terms of Use as independent contractors. These Widget Terms of Use will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
  2. Assignability. You may not assign these Widget Terms of Use, nor any of your rights or obligations hereunder, without oDesk’s prior written consent. oDesk may freely assign these Widget Terms of User without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Widget Terms of Use will inure to the benefit of successors and permitted assigns of the parties.
  3. Severability. If and to the extent any provision of these Widget Terms of Use is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
  4. Choice of Law; Venue. These Widget Terms of Use and any controversy, dispute or claim arising out of or relating to these Widget Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The California state courts of San Mateo County (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue; each party hereby irrevocably consents to the personal jurisdiction and venue of these courts.
  5. No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
  6. Miscellaneous. These Widget Terms of Use set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to these Widget Terms of Use shall be binding upon oDesk unless in a written instrument signed by a duly authorized representative of oDesk.