Terms and Conditions - GALAXY UNITE

1. Acceptance of Terms

This Member Agreement (“Agreement”) describes the terms upon which Galaxy Unite (“Cowork Unite”) (Galaxy Quotes, LLC) a Colorado limited liability company with its principle place of business located in Denver, Colorado offers a Galaxy Unite Member (“Member”) access to the content and services provided by the Galaxy Unite website (“Site”). Galaxy Unite provides an online venue in which Members can create a portfolio in which they can post their creative work including, but not limited to, artwork, logos, graphics, print products, web and phone design, videos, musical compositions, illustrations, paintings, crafts, fashion designs, architecture designs, interior designs, writings, graphic design, or any other type of creative work (hereinafter referred to generally as “Content”), and post and/or quote on a Project (“Project”), Event (“Event”), or Space (“Space”). Please review this Agreement carefully. By visiting and using the services provided by Galaxy Unite or by clicking on the “I Accept” check box when creating an account, Member is agreeing to the following terms. If Member does not agree to any of these terms in this Agreement please do not use the Site and click on the “I Accept” check box when creating an account. This Agreement is effective upon Member clicking on the “I Accept” checkbox when creating an account. Member’s continued use of Galaxy Unite after such time will signify Member’s acceptance of this Agreement or any modifications hereinafter made to this Agreement. Galaxy Unite reserves the right, but is not obligated, to enforce the terms and conditions of this Agreement through self-help, moderation of the Site, active investigation, arbitration, litigation, and prosecution. Galaxy Unite reserves the right at Galaxy Quote’s sole discretion to refuse, suspend, and/or terminate service to any Member for any reason.

2. Eligibility

Only Members that can lawfully enter into and form legal contracts may use this Site and its services. By clicking the “I Accept” button and/or through the use of Galaxy Quote’s services, Member expressly represent that Member is at least eighteen (18) and may lawfully enter into and form binding contracts.

3. Modification to this Agreement

Galaxy Unite reserves the right, at Galaxy Quote’s own discretion, to change, modify, or otherwise alter this Agreement at any time and without notice. Such modifications shall become effective immediately upon the posting of the modified Agreement. Upon any changes, modifications, or alterations to this Agreement Members may be required to accept the modified Agreement in order to continue Member’s use of the Site. Member agrees that the modified Agreement is in effect as soon as it is posted on the Site.

4. Use of the Site

Member agrees that Member will use the Site and its services only for lawful purposes and in a lawful manner. While using Galaxy Unite and its services, Member agrees that Member will not:

provide false information to Galaxy Unite, including personal information;
misrepresent Member or any affiliation with a third party;
register under a false name or use an unauthorized or invalid email address;
impersonate another individual or organization;
use an unauthorized payment method;
make use of another Member’s account without authorization;
transfer Member’s account without the consent of Galaxy Unite;
infringe the intellectual property rights of Galaxy Unite or a third party;
violate any laws;
violate any rights accorded to Galaxy Unite or any third party;
violate the privacy rights of any other party by abusing the Content provided by the Site;
collect any information about other Members without their consent;
distribute or otherwise post spam;
interfere with the posting of other Members;
use the Site in the furtherance of a pyramid scheme;
post material that is protected by trademark, copyright, patent, trade secret, or otherwise subject to a third party proprietary right unless Member is the owner of such proprietary right or Member has permission from the rightful owner to post the material and to grant Galaxy Unite a license to the material according to the terms of this Agreement;
post defamatory, libelous, false, or obscene content;
post an illegal or otherwise unlawful Project on the Site;
materially change a Project, Event, or Space after Member has selected a Member without the consent of the selected Member;
post a Project, Event, Space, or Portfolio which Member has no intention of performing;
quote on or get involved with a Project, Event, Space, or Portfolio which Member has no intention of performing;
quote on or get involved with a Project, Event, Space, or Portfolio which Member knows Member cannot perform;
fail to provide a deliverable to a Project poster after Member has been selected to perform the Project unless the Project poster materially changes the Project after Member’s selection or unless Member and the Project poster otherwise agree that a deliverable will not be provided;
fail to provide a deliverable to a Event poster after Member has been selected to perform the Event unless the Event poster materially changes the Event after Member’s selection or unless Member and the Event poster otherwise agree that a deliverable will not be provided;
fail to provide a deliverable to a Space poster after Member has been selected to perform the Space duty the Space poster materially changes the Space after Member’s selection or unless Member and the Space poster otherwise agree that a deliverable will not be provided;
fail to provide a deliverable to a Portfolio poster after Member has been selected to perform the Portfolio duty the Portfolio poster materially changes the Portfolio after Member’s selection or unless Member and the Portfolio poster otherwise agree that a deliverable will not be provided;
distribute, copy, or modify the content posted by another Member;
distribute, copy, or modify content that belongs to Galaxy Unite; or
manipulate the payment and fee structure of the Site or otherwise circumvent payment for services provided by the Site.

Galaxy Unite retains the right, but does not have an obligation, to refuse to post any content or Project submitted by its Members for any reason. Galaxy Unite further reserves the right, but does not have an obligation, to take down or otherwise remove any content and/or Project currently posted on the Site. GALAXY UNITE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT AND/OR PROJECTS POSTED BY MEMBERS. Galaxy Unite disclaims involvement in any contract or agreements made between the Members participating in a Project, Event, or Space unless Galaxy Unite states a connection to that Project, Event, or Space. Galaxy Unite may report any illegal activity to law enforcement.Galaxy Unite will cooperate with any law enforcement agencies to ensure that violators are prosecuted to the fullest extent of the law.

5. Obligation of Members

As a Member of the Galaxy Unite Site, Member agrees to:

comply with the terms and conditions of this Agreement;
provide and maintain complete, up-to-date, and correct information to Galaxy Unite;
post only content that Member owns or has a license to post;
bear the risk of engaging in the performance of any Project, Portfolio, Event, or Space posted on the Site; and
indemnify and hold Galaxy Unite harmless for all claims made by any other Member or third party arising from Member’s activity on the Site.

6. Purchase Policies, Karma Points and Donations

As a Member of Galaxy Unite, Member may purchase services such as:

post a featured Project, Portfolio, Space or Event
have unlimited number of portfolio items in Member’s profile
be featured on the first page of the portfolio section, availability willing and at Galaxy Quote’s discretion.

Prices and services are subject to change and at Galaxy Quote’s sole discretion. As a Member of Galaxy Unite, Members may accumulate Karma points by making donations to Galaxy Unite. Members that donate to Galaxy Unite may benefit, but are never guaranteed, to receive additional promotional perks as a result of accumulating Karma points. Members should not expect to receive any additional services upon donating. Karma points, policies, and donation values are subject to change and at Galaxy Quote’s sole discretion.

7. Galaxy Unite Feedback System

Galaxy Unite reserves the right to refuse to post or remove any post for any reasons, including, without limitation if Galaxy Unite determines that the post contains any of the following:

Any remark, statement, or language that libels or defames another Galaxy Unite Member and/orGalaxy Unite.
Any remark, statement, or language that is offensive, abusive and/or demeaning.
Any remark, statement, or language that references illegal activity and/or is used in the furtherance of illegal activity.
Any remark, statement, or language that does not address the goods or services offered.
Any remark, statement, or language that disparages Galaxy Unite.

Feedback provided by use of the Feedback System is not endorsed and does not reflect the opinions of Galaxy Unite.

8. Member Verification

Galaxy Unite reserves the right to verify a Member’s identity using any Member information provided to Galaxy Unite. Verification may occur at any time during membership, including during registration, use of the Site, and upon termination of membership. Galaxy Unite may use some or all of the following measures to verify a Member’s identity:

Credit Card Verification: Galaxy Unite reserves the right to verify a Member’s identity using credit card information provided by the Member during account registration. A prospective Member’s credit card information is not stored on the Galaxy Unite server and Galaxy Unite disclaims any and all responsibility for damages that may occur from providing credit card information to Galaxy Unite. Galaxy Unite reserves the right to utilize a third party to perform credit card verification. If Galaxy Unite is unable to verify a prospective Member’s information using credit card verification, Galaxy Unite reserves the right to deny membership to the prospective Member.
Reverse Phone Lookup: Galaxy Unite reserves the right to require a Member to provide a phone number to Galaxy Unite at any time during membership, including but not limited to during registration, during membership, and upon termination of membership.Galaxy Unite reserves the right to use a third party to verify a Member’s information using phone number using reverse phone lookup. Galaxy Unite disclaims any and all responsibility for damages that may occur from a Member’s providing phone number to Galaxy Unite. If Galaxy Unite is unable to verify a Member’s information using reverse phone lookup, Galaxy Unite reserves the right to deny, disrupt, or terminate membership.

The above measures are subject to change from time to time. Galaxy Unite believes that it uses reasonable measures to confirm a Member’s identity, but Galaxy Unite does not warrant the identity of Members using the Galaxy Unite Site.

9. Fees

There is no fee to become a Member of Galaxy Unite but donations and purchases of additional services are appreciated. Member acknowledges that, before purchasing or using credits, Member will be given an opportunity to confirm credit purchase or use. All transactions on Galaxy Unite are in United States currency.

10. Employment

Membership does not create an employment or agency relationship between Galaxy Unite and any Member. In addition, Galaxy Unite does not guarantee or warrant that any member will receive any engagement arising from the use of the Galaxy Unite Site. Member agrees and understands that Galaxy Unite does not make such warranties and resolve Galaxy Unite from any reliance thereof. Member also agrees and understands that:

Galaxy Unite does not engage in pre-screening of Members, the Members are provided on an “as is” basis. Galaxy Unite does not warrant the ability, accuracy, completeness and/or availability of any Member to perform a job.
Use of the Galaxy Unite Site and services does not create an agency relationship with Galaxy Unite. Member agrees and understands that Galaxy Unite is not Member’s agent and that Member, in Member’s sole discretion, decide which Projects to engage in. Member shall use caution and common sense in evaluating Member’s engagements with other Members.
Galaxy Unite is not responsible for any materials posted by Members, including but not limited to Projects.

11. Taxation

To the extent Member is an organization and not a natural person, Member shall bear sole responsibility for payment of compensation to its personnel, if any. Member shall pay and report, for itself and for all personnel assigned to a project facilitated by, or related to, the Galaxy Unite Website, federal and state income tax withholding, social security taxes, income taxes, and unemployment insurance applicable such project (collectively, “Tax Issues”). Member shall bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits (if any) (collectively, “Benefits”) to which such personnel may be entitled. Member agrees to defend, indemnify and hold harmless Galaxy Unite, Galaxy Unite’s officers, directors, employees and agents, and the administrators of Galaxy Unite’s benefit plans from and against any claims, liabilities or expenses relating to such compensation, Tax Issues, and Benefits; provided that Galaxy Unite shall promptly notify Member of each such claim when and as it comes to Galaxy Unite’s attention.

12. Intellectual Property Rights

Member acknowledges that, upon providing content to Galaxy Unite, Member grants Galaxy Unite a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the content in connection with the Galaxy Quote Site in any media now or in the future. Member acknowledge that, other than content posted by Member himself, Member cannot sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any Content found on the Galaxy Unite Site in any way for any public or commercial purpose without prior written consent or the consent of the right holder. Subject to this agreement, Galaxy Unite grant Member a limited license to access and use the GalaxyUnite Site for the purposes of transacting with other Members of the Galaxy Unite Site. All other rights are reserved to Galaxy Unite. Galaxy Unite retains the rights in title, interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets associated with the Galaxy Unite Site. The Galaxy Unite name is a registered federal trademark and other logos and marks on the Galaxy Unite Site may be trademarks of the posting Member. Except as expressly stated otherwise, nothing in this Agreement confers any license under any party’s intellectual property rights, whether by estoppel, implication or otherwise. Please report any misuse or abuse of any intellectual property rights to Galaxy Unite.

13. Notices

Galaxy Unite will communicate with Member using the email Member provides us. Member consents to receiving communication from Galaxy Unite electronically and Member agrees that such electronic communication satisfies any legal requirement that such communications be in writing .Galaxy Unite will consider that Member has received the communication from Galaxy Unite one (1) day after Galaxy Unite has sent the electronic communication to the email address Member have provided Galaxy Unite or one (1) day after Galaxy Unite have posted information on the Site. All notices to Galaxy Unite intended to have legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt to the following address: Galaxy Unite PO Box 732 951 20TH ST DENVER, CO 80202-9998 Galaxy Unite reserves the right to send advertisement and promotions at the discretion of GalaxyUnite.

14. Warranty Disclaimer

MEMBER AGREES THAT THE USE OF THIS SITE SHALL BE AT MEMBER’S OWN RISK. USE OF THIS SITE IS PROVIDED “AS IS”. Galaxy Unite MAKES AND MEMBER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND Galaxy Unite SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, Galaxy Unite MAKES AND MEMBER RECEIVES NO WARRANTIES OF NON-INFRINGEMENT FOR SITE CONTENT OR CONTENT DELIVERABLE FROM A PROJECT. FURTHER, Galaxy Unite DISCLAIMS WARRANTY OR REPRESENTATION THAT THE SITE AND THE SERVICES PROVIDED BY Galaxy Unite WILL, THEMSELVES, COMPLY WITH, OR PERMIT MEMBER TO COMPLY WITH, ANY LAW OR REGULATION APPLICABLE TO MEMBER’S BUSINESS, AND MEMBER SPECIFICALLY AGREES TO WAIVE ANY CAUSE OF ACTION, IN CONTRACT, TORT OR OTHERWISE, AGAINST Galaxy Unite ARISING FROM MEMBER’S FAILURE TO COMPLY WITH ANY SUCH LAW OR REGULATION.

15. Indemnity

Member shall defend, with counsel acceptable to Galaxy Unite, (or settle at Member’s sole expense, and only upon Galaxy Unite’ consent), indemnify and hold Galaxy Unite, Galaxy Unite’s affiliates, assignees and each of Galaxy Unite’s managing directors, directors, partners, officers, employees and agents (collectively, the “Indemnified Parties”) harmless from and against any and all suits, claims, and proceedings by third parties resulting in liabilities, damages, costs, losses and expenses, including court costs and reasonable attorneys’ fees (collectively “Losses”), which arise out of Member’s use of the Site or performance of any act or omission related to the Site or a Project, including without limitation Losses arising from and relating to (i) any personal injury or property damage occurring during the performance of a Project listed on this Site where such accident, injury or damage results from an act, omission or negligence of Member or Member’s contractors, licensees, agents, servants, subcontractors or employees; (i) any claim, action or proceeding commenced against any of the Indemnified Parties that results from posting, quoting on, or performing a Project listed on the Site, or arising as upon the completion of a Project listed on this Site; (iii) the breach by Member of any covenant, warranty or condition of this Agreement; (iv) any infringement of any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any third party arising out Member’s posting content on the Site or arising in the course of performance of the of a Project listed on the Site or arising out of the acquisition or use by the Indemnified Parties of any content provided by Member pursuant to Member’s use of the Site or in connection with this Agreement; and (v) any taxes, penalties, interest and/or fines assessed by any governmental unit against any of the Indemnified Parties in connection with this Agreement; unless in each case, such Losses are due to the gross negligence or willful misconduct of Galaxy Unite. Galaxy Unite may, at Galaxy Unite’s expense, assist in such defense, provided Member shall control such defense and all negotiations relative to the settlement of any such claim provided, however, that no indemnified claim or Loss shall be settled without the written consent of Galaxy Unite. Galaxy Unite shall promptly notify Member in writing of any claim which Galaxy Unite believes falls within the scope of this section, but failure to give such notice shall not relieve the obligations of Member described in this section.

16. Limitation of Liability and Exclusion of Consequential Damages

THE CUMULATIVE LIABILITY OF Galaxy Unite TO MEMBER FOR ALL CLAIMS RELATING TO THE PROGRAM(S), IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (1) THE TOTAL AMOUNT OF FEES PAID TO Galaxy Unite FOR THE RELEVANT SERVICES FROM WHICH THE CLAIMS ARISE, OR (2) THE TOTAL AMOUNT OF FEES MEMBER HAS PROVIDED Galaxy Unite OVER THE COURSE OF THE LAST THREE MONTHS PRIOR TO THE ACTION THAT RESULTING IN THE CLAIM. IN NO EVENT SHALL Galaxy Unite BE LIABLE TO MEMBER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF GalaxyUnite HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

17. Resolution of Disputes

In order to cost effectively resolve any disputes that may arise between Galaxy Unite and Member, Member agrees to first contact Galaxy Unite regarding any disputes. If the dispute still exists after making such contact, Member agrees with GalaxyUnite to settle any claim or controversy that arise in law or equity though this Agreement or by use of the Site and/or services provided by Galaxy Unite in accordance with the provisions provided in this section. (a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado as it applies to a contract made and performed in such state and without regard to its choice-of-law rules. Member agrees that any claim or dispute must be resolved by a court located in Denver County, Colorado or as described in the arbitration provisions provided in this section. Member hereby submits to the personal jurisdiction of the courts located within Denver County, Colorado of the purpose of litigating all such claims or disputes. IN ORDER TO RESOLVE DISPUTES IN A TIMELY MANNER, MEMBER AGREES THAT ANY CAUSE OF ACTION MEMBER MAY HAVE WITH RESPECT TOGalaxy Unite MUST BE COMMENCED WITHIN THIRTY (30) DAYS AFTER IT ARISES OR THE CAUSE OF ACTION IS BARRED. (b) Arbitration: Member and Galaxy Unite (collectively the “Parties”) agree to submit to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Within ten (10) business days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two arbitrators so selected shall select a third arbitrator within ten (10) business days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within such time period, the third arbitrator shall be selected by the AAA within the (10) business days following a written request by any of the parties to the AAA. The place of arbitration shall be Denver, Colorado, and the language of the arbitration shall be English. If Galaxy Unite prevails in the arbitration, Galaxy Unite shall be entitled, in addition to such other relief as may be granted, to Galaxy Unite’s reasonable attorney’s fees and other costs reasonably incurred in such arbitration. The Parties specifically agree to be bound by the decisions rendered by the arbitration panel provided for herein and agree not to submit a dispute subject to this section to any national, federal, state, provincial, local or other court or arbitration association except as may be necessary to enforce the decision rendered by the arbitrators. It is understood and agreed by the Parties that money damages might not be a sufficient remedy for any breach of the provisions of this Agreement, and that, notwithstanding anything else set forth in this section concerning the arbitration of disputes and the procedure for such arbitration, and pending the outcome of any such arbitration, Galaxy Unite shall be entitled to seek and obtain injunctive relief outside of arbitration in a court of competent jurisdiction as a provisional remedy for any such breach, which shall not be deemed to be the exclusive remedy for any such breach but shall be in addition to all other remedies available at law or equity.

18. Termination

This Agreement becomes effective upon Member’s acceptance or upon commencement of Member’s use of the Galaxy Unite Site. Terms of this agreement shall remain in effect unless expressly terminated by Galaxy Unite in its sole discretion, with or without notice. If Member wants to terminate Member’s membership account, Member may expressly terminate the account using the Galaxy Unite Site. Upon membership termination, Galaxy Unite may remove a Member’s content from the Galaxy Unite Site.

19. General

Member agrees that GalaxyUnite is based in Colorado and that the Site is a passive Site that does not give rise to personal jurisdiction over Galaxy Unite, either specific or general, in jurisdictions other than Colorado. This Agreement sets forth the entire agreement between Member and Galaxy Unite. The following sections survive any termination of this Agreement: 4, 5, 10, 11, 12, 13, 14, 15, 16, 17, and 19. Member is responsible for compliance with applicable local laws. Access to the Site may not be legal for by certain persons or in certain countries. No delay by Galaxy Unite in exercising its rights or remedies shall be construed as a waiver. Furthermore, any single execution of a remedy by Galaxy Unite will not preclude GalaxyUnite from pursuing any other available remedies. Font generated by flaticon.com. Under CC: Zlatko Najdenovski, Freepik, Vectors Market, Marta Copola, Eleonor Wang, Iconnice, Dario Ferrando, Smashicons, Smartline, Elias Bikbulatov, Becris, Metropolicons, Eucalyp, Retinaicons, Robin Kylander, Fermam Aziz, Puppets, Plainicon, Maxim Basinski Premium, Nikita Golubev, Good Ware, Made by Made Premium, itim2101, Icongeek26, Pause08