Terms of Services (ToS)

Effective: May 2nd, 2016

Purpose of the Workkola platform

  1. Acceptance of Terms.
    1. This Terms of Service document, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 10 (the “TOS”), is an agreement you must accept in order to use Workkola’s Service (as defined below). It is applicable to “€œUsers” including student users, non-student users, teachers/mentors users, professional users, branded users or any other person who use the service. The terms “you”€ and “€œusers” encompass all users. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. Workkola, Inc. (“Workkola” “we” “us”) only provides its Service (as defined below) to you subject to this TOS. By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS (including the Privacy Policy, which is incorporated here by reference). YOU UNDERSTAND THAT BY CLICKING THE “SUBMIT” BUTTON, OR BY USING THE WORKKOLA PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS TOS.
    2. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. In that case, the terms “you” or “your” shall also refer to such entity, its Members, its Administrative Users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and Workkola, even though it is electronic and is not physically signed by you and Workkola, and it governs your use of the Service.
    3. If you are accessing the Service in your capacity as a United States government entity, there are special US Government Terms that may apply to you.
    4. As our business evolves, Workkola may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do by emailing us to contact@workkola.com expressing clearly your intention to cancel your account.
    5. By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS. The Service is not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 13, we will deactivate your account.
  2. Description of Service. The services provided by Workkola are available exclusively to registered and authorized users. Registration is completed on the Website. To access the Service, you must register yourself by completing the relevant form.The Workkola Platform has been created to offer a number of web-based services to users requesting projects to be performed (each, and you in such capacity, a “Company”, and such projects, the “Project”, “Projects”) and students pursuing or individuals having obtained the conditions required by the site (each, and you in such capacity, a “Student”). Under this Agreement, Workkola provides services to you in your capacity as either a Company or Student. Our services (“Service” or “Services”) include (a) curating Companies and Students, (b) facilitating the formation of collaborations between Companies and Students, (c) facilitating the communication, cooperation and relationship between Companies and Students, and (d) facilitating job/internships opportunities between Companies and Students. Companies post profiles and projects and invite Students to apply. Students, in turn, post profiles and apply for projects. If a Student accepts to collaborate with the Company, a contract is formed directly between such Student and Company subject to the provisions set forth in the Collaboration Contract Policy (each such contract, a “Collaboration Contract”). The “Service” does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not Workkola designates them as “official integrations” (each a “Non-Workkola Product”). Any modifications and new features added to the Service are also subject to this TOS. Workkola reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Workkola.
  3. Access and Use of the Service.
    1. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Workkola in its sole discretion). See Section 8 for specific provisions outlining prohibited uses of the Service. You shall promptly notify Workkola if you learn of a security breach related to the Service.
    2. Workkola reserves the right to use your name, company or business name, logo, images or other media, and public description of your Projects and profile as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Workkola customers. For example, we might list your company, company public description and logo on one of our webpages under lists of Workkola customers. We don’t want to list customers who don’t want to be listed, so you may send an email to contact@workkola.com stating that you do not wish to be used as a reference.
  4. Your Data Rights and Related Responsibilities.
    1. “Your Data” means any data and content you upload, post, transmit or otherwise made available via the Services (which may include data you elect to import from Non-Workkola Products you use). “Your Data” includes messages you send, files you upload, comments you make on files, profile information and anything else you enter or upload into the Service. Workkola will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.
    2. In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Microsoft Azure Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
    3. If any users send us any feedback or suggestions regarding the Service, you grant Workkola an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
    4. You are solely responsible for your conduct (including by and between all users), the content of Your Data, and all communications with others while using the Services. We may choose to review Public Content (as defined below) for compliance with our policies and guidelines, but you acknowledge that Workkola has no obligation to monitor any information on the Services. However, Workkola may remove or disable any Public Content or profile at any time for any reason or for no reason at all. For example, if you upload files that do not belong to you and use them for your “Public Profile” to make these files available publicly or you include them on a Project posted by you, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you may be able to access using the Services. The Services provide features that allow you to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public, and take into consideration that documents or files you share when you are “Posting a new project” could be seen and downloaded by Students that apply to your Project.
  5. Payment Terms and Methods. Workkola charges certain fees to Companies for the services of curating and connecting both Companies and Students and for helping them collaborate on a project basis (“Services Fees”). The Company can post a Project for free (either a Basic Project or a Recruiting Project) from its Company profile. To post the Project, the Company will need to introduce a valid debit or credit card information even if any initial payment will be made. The Project will be available for Students’ application for six (6) days or until the limit of collaborators is met. Workkola will automatically charge Company’s credit or debit card once the minimum requirements set for the projects are met as set forth before posting the Project. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships or for strategic partners) or new services, and such changes are effective when we post the temporary promotional event or new service on the Website. All Workkola Fees are non-refundable, whether or not Collaboration Contracts were satisfactorily completed.Company hereby authorizes Workkola to run, or have run, credit card authorizations on all credit or debit cards provided by Company, and to charge Company’s credit or debit card (or any other form of payment authorized by Workkola or mutually agreed to between Company and Workkola).If you dispute any charges you must let Workkola know within sixty (60) days after the date that Workkola charges you by sending us an email to contact@workkola.com. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for our Services we will provide notice of the change on the Site.
  6. Disintermediation. Workkola Platform is prepared to facilitate Company and Student’s connection, communication and cooperation. Even if, once a Collaboration Contract starts, Company and Student can decide to use such other channels or platforms than Workkola Platform to continue communicating and cooperating, we highly recommend using Workkola Platform in order to be able to arbitrate any dispute between users.By accepting this TOS, you are agreeing to not contact, connect, deliver or receive any service related to Projects offered through the Site.For clarity, you are agreeing to not circumvent the Services offered by the Site.By way of illustration and not in limitation of the foregoing, you must not:(a) Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through Workkola Platform.(b) Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the Workkola Platform. If you are aware of a breach or potential breach of this non-circumvention policy, please send us an email message to: contact@workkola.com.
  7. Tax Reporting. You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.You must also comply with your obligations under income tax provisions in your jurisdiction.
  8. Representations and Warranties. You represent and warrant to Workkola that (a) you have full power and authority to enter into this TOS; (b) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities in connection with the Services without obtaining any further releases or consents; and (c) Your Data and your other activities in connection with the Service, and Workkola’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.You also agree not to:
    1. upload, post, transmit, or otherwise make available any of Your Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
    2. use the Service to harm minors in any way;
    3. impersonate any person or entity, including, but not limited to, a Workkola employee, administrator, or other User, or falsely state or otherwise misrepresent your affiliation with a person or entity;
    4. manipulate identifiers in order to disguise the origin of any of Your Data;
    5. upload, post, transmit, or otherwise make available any of Your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    6. upload, post, transmit or otherwise make available any of Your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    7. sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 16) the Service or its use, or offer the Service on a time share basis to any third party;
    8. use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
    9. use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
    10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
    11. modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
    12. intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
    13. use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) or individual(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
    14. use the Service to “stalk” or otherwise harass another; and/or
    15. collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

    You acknowledge that Workkola and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of Your Data that is available via the Service. For example, we may choose to review publically visible content (“Public Content”) posted using the “Post a new project” feature or other mechanism for sharing content outside of your non-public channel for compliance with our policies and guidelines. If, for instance, you upload files that do not belong to you and make these files available publicly, we can delete those files. We may also review Your Data transmitted through non-public mechanisms (such as non-public channels within the Service) where we deem appropriate, including for violations of this TOS or in response to a user complaint. Without limiting the foregoing, Workkola and its designees shall have the right to remove any of Your Data that violates the TOS or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of Your Data, including any reliance on the accuracy, completeness, or usefulness of Your Data.

    You acknowledge, consent and agree that Workkola may access, preserve and disclose your account information and Your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of Your Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Workkola, its users and the public.

  9. Collaboration Contract Terms between Company and Student.Unless otherwise agreed to in a writing signed by both Company and Student, the terms and conditions of the Collaboration Contract are as set forth in the Collaboration Contract Policy. Company and Student may not agree to any other terms and conditions that affect the rights or responsibilities of Workkola as described herein and therein. This TOS anticipates that Students will be classified as independent collaborators of Company and you agree (a) that Company does not in any way direct, or control Student’s work, (b) that Company does not, in any way, supervise, direct, or control Studentʼs work hours and location of work, (c) between Student and Company it does not exist, in any way, any work or contractor relationship, and (d) Company does not have to (but can) provide Student with training or equipment needed for any Project.
  10. Your Acknowledgement of Workkola’s Role.
    1. Collaboration Contracts. You expressly acknowledge, agree and understand that: (a) the Workkola Platform is merely a venue where users may act as either Company or Students; (b) Workkola is not a party to any Collaboration Contracts between Companies and Students; (c) you recognize, acknowledge and agree that you are not an employee of Workkola and that Workkola does not, in any way, supervise, direct, or control your work or Services; (d) Workkola will not have any liability or obligations under or related to Collaboration Contracts or any acts or omissions by you or other users; (e) Workkola has no control over Students or over the Services promised or rendered by Students; and, (f) Workkola makes no representations as to the reliability, capability, or qualifications of any Student or the quality, security or legality of any Projects, and Workkola disclaims any and all liability relating thereto. Workkola does not introduce Students to Companies or help Students directly find their job, however, Workkola does provide web-based tools and automatic email notifications that may facilitate such introductions, finding Projects and work on the Projects in a collaborative way between Users. Workkola merely makes the Workkola Platform available to enable Students to identify and determine the suitability of Companies for themselves, and to enable Companies to identify and determine the suitability of Students’ profiles for their Projects or teams. Workkola does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Projects advertised, the truth or accuracy of listings, the background, or identities of users, the ability of Students to deliver Projects, or that a Company or Student can or will actually complete a Project.
    2. No Background Checks. Workkola is not required to and does not verify any information given to us by Students or Companies, nor does Workkola perform background checks on Students or Companies. Workkola may provide information about a Student or Company, such as strength or risk score, geographical location, third party feedback and ratings, third party endorsements, background check or verification of identity or credentials. However, such information is based solely on data that Student or Company submits. Workkola provides such information solely for the convenience of its users and stakeholders and is not an introduction, endorsement or recommendation by Workkola.
    3. Workkola’s Proprietary Rights. Workkola and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the Workkola Platform. You may not use the Workkola Platform except as necessary for the purposes of discharging its obligations under this TOS and any Collaboration Contract entered into pursuant to this Agreement. Workkola reserves the right to withdraw, expand and otherwise change the Workkola Platform at any time in Workkola’s sole discretion.
  11. Term; Termination.
    1. This TOS will continue in full effect unless and until your account or this TOS is terminated as described herein. You have the right to deactivate your account at any time by sending us an email to contact@workkola.com (clearly specifying your intention to deactivate your account).
    2. We reserve the right to deactivate and delete your account and terminate this TOS at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, Workkola may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination of this TOS, we will have no obligation to maintain or provide Your Data. If your Company’s account is deleted, we will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.
    3. Please see our Privacy Policy at http://www.workkola.com/privacy for more information about the choices you have regarding Your Data.
    4. All accrued rights to payment and the terms of Section 5 and Sections 10 through 23 shall survive termination of this TOS.
  12. Disclaimer of Warranties.
    1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Workkola shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Additionally, while Workkola takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Workkola will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
  13. Limitation of Liability.
    2. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, WORKKOLA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
  14. Dispute Resolution/Arbitration. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating in any way to your use of the Services or these TOS, and the formation, validity, enforceability, scope, or applicability of this TOS, including this Section 12 (referred to as a “Claim”) will be resolved as follows:
    1. Informal Resolution. We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 12.4 below) for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You will send your notice by email to contact@workkola.com. For Members, we will send your notice by email to the email address associated with your Member account.
    2. Formal Resolution. Except as provided in Section 12.4, if we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in this TOS. If there is a conflict between JAMS Rules and the rules set forth in this TOS, the rules set forth in this TOS will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
    3. Special Rules. In the arbitration proceeding, the arbitrator has no authority to make errors of law, and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator’s decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity. Accordingly, you and we agree that the JAMS Class Action Procedures do not apply to our arbitration. A court may sever any portion of Section 12 that it finds to be unenforceable, except for the prohibition on class, representative and private attorney general arbitration.
    4. Exceptions. Notwithstanding the foregoing, the notice and 30-day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Service, including disputes involving a violation of the Communications Act of 1934, 47 U.S.C. § 605, or the Digital Millennium Copyright Act, 17 U.S.C. § 1201, or the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, or any other statement or law governing theft of service, may be decided only by a court of competent jurisdiction. You may also assert an individual action in small claims court in lieu of arbitration.
    5. Changes to this Section. Workkola will provide 30 days’ notice of any changes to this section. Changes will become effective on the 30th day, and will apply prospectively only to any claims arising after the 30th day.
  15. Statute of Limitations. Regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the TOS must be filed with Workkola within one (1) year after such Claim or cause of action arose or be forever barred. For Claims pursuant to the exceptions identified in Section 12.4, these Claims must be filed with the appropriate court within three (3) years after such claim or cause of action arose or be forever barred.
  16. Notice and Procedure for Making Claims of Copyright or Intellectual Property Infringement. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Workkola’s Team members the following information:
    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing is located on the site;
    4. your address, telephone number, and email address;
    5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

    Workkola’s Team members for claims of copyright or other intellectual property infringement can be reached as follows: By email: support@workkola.com

  17. Indemnification. You shall defend, indemnify, and hold harmless Workkola from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your use or misuse of the Service. Workkola shall provide notice to you of any such claim, suit or demand. Workkola reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Workkola’s defense of such matters.
  18. Enforceability. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.
  19. Integration, Modification and Authority. This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All waivers and modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Workkola in any respect whatsoever.
  20. Assignment. You may not assign this TOS without the prior written consent of Workkola, except, if you are a company or other legal entity, you may assign this TOS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Workkola. Workkola may assign or transfer this TOS, in whole or in part, without restriction.
  21. Notices. Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email.
  22. Choice of Law and Forum. The TOS and the relationship between the parties shall be governed by the laws of the State of Delaware without regard to its conflict of law.
  23. Waiver and Severability of Terms. The failure of Workkola to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
  24. No Right of Survivorship and Non-Transferability. If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death.