Last updated: 15 Jan 2012
Milk.ly is merely a platform, connecting Milkmen and TaskPosters
Milk.ly only acts as a communications platform to enable individuals seeking to obtain task services ("TaskPosters") and/or individuals seeking to provide task services ("Milkmen"). TaskPosters and Milkmen together are hereinafter referred to as "Users." Those specific task services requested by the TaskPosters, which are to be completed by the Milkmen, are hereinafter referred to as "Tasks."
Milk.ly does not get involved with the interaction between Users. Milk.ly does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Tasks provided by TaskPosters, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Milk.ly does not have control over the quality, timing or legality of Tasks delivered by its Milkmen. Milk.ly makes no representations about the suitability, reliability, timeliness, or accuracy of the Tasks requested and provided by Users identified through the Service whether in public, private, or offline interactions. Milk.ly cannot confirm that each User is who they claim to be. Milk.ly does not assume any responsibility for the accuracy or reliability of this information or any information on the Service.
When interacting with other Users, you should be cautious and use common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER MILK.LY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. Milk.ly AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.
Users of the Service contract for Tasks directly with other Users. Milk.ly will not be a party to any contracts for Tasks or Services. Milk.ly facilitates these contracts by supplying a platform for the exchange of money. Payment can be processed at the end of a completed Task transaction. TaskPosters offer payments for each requested Task completed. When a Task is marked as closed by the Task Poster, the agreed upon Task payment will be transferred to the Milkmen online account. When the Task is marked complete by the Milkman (which is an optional action), the Task Poster will have 4 days before the Task is automatically marked complete in the system database, and the Milk.ly will be paid the agreed upon Task payment. The Task payment must be paid through the Milk.ly Web Service. Any Task payments paid in cash outside of the Milk.ly Web Service are NOT subject to refunds. Any reimbursement expenses that are incurred by a Milk.ly in connection with the completion of a Task may however, be paid in cash offline or through the Milk.ly Web Service.
Milk.ly only acts as a venue for connecting Users. Because Milk.ly is not involved in the actual contact between Users or in the completion of the Task, in the event that you have a dispute with one or more Users, you release Milk.ly (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Milk.ly expressly disclaims any liability that may arise between Users of its Service.
The Service may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities ("Public Areas") that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. Without limitation, you may not:
You are the sole authorised user of your account, and therefore, you are responsible for maintaining the confidentiality of any password and account number provided by you or Milk.ly for accessing its Service. You are solely and fully responsible for all activities that occur under your password or account. Milk.ly has no control over the use of any User's account, and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorised access has occurred (another party using your password or account), or you suspect any other breach of security, you should contact Milk.ly immediately.
Links (such as hyperlinks) from Milk.ly to other sites on the Web do not constitute the endorsement by Milk.ly of those sites or their content. Such links are provided merely as an information service, for reference and convenience only. Milk.ly does not control any such sites, and is therefore not responsible for any of its content. The existence of links on the Service to such websites (including without limitation external websites that are framed by the Milk.ly Service as well as any advertisements displayed in connection therewith) does not mean that Milk.ly endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
The Service may be used for your personal, non-commercial use only; you may not use the Service in connection with any commercial activities whatsoever without the express prior written consent of Milk.ly.
Without limitation, the Service may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Task services facilitated through Milk.ly without express written permission from Milk.ly.
You may not use the Service to collect usernames and/or email addresses of members by electronic or other means without the express prior written consent of Milk.ly.
"Your Information" is defined as any information and materials you provide to Milk.ly or other Users in connection with your registration for and use of the Service, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a channel for your online distribution and publication of Your Information. You hereby represent and warrant to Milk.ly that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Milk.ly or cause Milk.ly to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
Solely to enable Milk.ly to use Your Information, so we are not violating any rights you might have in that information, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known.
Task Posters are able to pay a Milk.ly at the end of a completed Task transaction. The price structure of credits may change at any time without advance notification. For all purchases and payments for reimbursement costs, fees or expenses associated with a Task, Milk.ly will charge your credit card according to the amount agreed upon between you and Milk.ly for the use of the services of the Service, and you hereby authorise us to charge your credit card for such amounts. Milk.ly retains the right, in its sole discretion, to place a hold on any payment for a completed Task transaction.
No refunds will be provided once the Task Poster's credit card has been charged. At Milk.ly's sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Milk.ly.
While Milk.ly will use commercially reasonable efforts to ensure the security of all credit cards and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold Milk.ly harmless for any damages that may result therefrom. Milk.ly will use third party services to process credit card information. For further information regarding that service, please contact Milk.ly to request information about Milk.ly's credit card processing providers.
You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on Milk.ly's income).
Milk.ly is not an employment service and does not serve as an employer of any User. As such, Milk.ly will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with your use of Users' services. You understand and agree that if Milk.ly is found to be liable for any tax or withholding tax in connection with your use of Users' services, then you will immediately reimburse and pay to Milk.ly an equivalent amount, including any interest or penalties thereon.
Milk.ly may terminate or suspend your right to use the Service at anytime for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.
Without limitation, Milk.ly may terminate or suspend your right to use the Service if you breach any term of this Agreement or any policy of Milk.ly posted on the Service from time to time, or if Milk.ly otherwise finds that you have engaged in inappropriate and/or offensive behavior. If Milk.ly terminates or suspends your right to use the Service for any of these reasons, you will not be entitled to any refunds. In addition to terminating or suspending your account, Milk.ly reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to use the Service is terminated or suspended, this Agreement will remain enforceable against you.
You may terminate this Agreement at any time by ceasing all use of the Service. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that users see or read on the Service is owned by Milk.ly or are used by permission. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Milk.ly owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without Milk.ly's express prior written consent. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Milk.ly and/or the relevant right holder.
The service marks and trademarks of Milk.ly, including without limitation Milk.ly and the Milk.ly logo are service marks owned by Milk.ly. Any other trademarks, service marks, logos and/or trade names appearing on the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. .
Milk.ly respects the intellectual property of others, and expects Users to do the same. If you believe that any materials on the Service infringe upon your copyrights, please send the following information to Milk.ly's Copyright Agent at: Milk.ly, Ltd., 84, Plover, Canada Water, SE16 7TT, London, UK:
Milk.ly reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Service or any content or information on the Service with or without notice. Milk.ly will not be liable to any party for any modification or discontinuance of the Service.
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Milk.ly and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorised employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Milk.ly in writing of any circumstances which may constitute unauthorised disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorised disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Milk.ly upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of Milk.ly's trade secrets, confidential and proprietary information and all other information and data of Milk.ly that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, NEITHER Milk.ly NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
NEITHER Milk.ly NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE.
NEITHER NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, BETWEEN Milk.ly RUNNERS.
NEITHER Milk.ly NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
Milk.ly AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
YOU AGREE NOT TO HOLD Milk.ly, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY Milk.ly OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL Milk.ly, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Milk.ly OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO Milk.ly DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
You hereby agree to indemnify, defend, and hold harmless Milk.ly, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with your use or inability to use the Service. Milk.ly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Milk.ly. Dispute Resolution and Governing Law
Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Milk.ly agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Milk.ly. Milk.ly's address for such notices is Milk.ly, Ltd., 8 Clifford Street W1S 2LQ, London Uk Attention: Legal.
Binding Arbitration. If you and Milk.ly are unable to resolve a Dispute through informal negotiations, either you or Milk.ly may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL.
If such costs are determined by the arbitrator to be excessive, Milk.ly will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Milk.ly may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Exceptions to Alternative Dispute Resolution. You and Milk.ly agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Milk.ly's intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief.
Restrictions. You and Milk.ly agree that any arbitration will be limited to the Dispute between Milk.ly and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Governing Law.Except as expressly provided otherwise, this Agreement will be governed by, and will be construed under, the laws of England, United Kingdom, without regard to choice of law principles.
Severability. You and Milk.ly agree that if any portion of this section entitled "Dispute Resolution and Governing Law" is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" is found to be illegal or unenforceable, neither you nor Milk.ly will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within England, United Kingdom, and you and Milk.ly agree to submit to the personal jurisdiction of that court.
Milk.ly may from time to time provide certain promotional opportunities to Task Posters. All promotions will be run at the sole discretion of Milk.ly, Ltd., and can be activated, modified or removed at anytime by Milk.ly without advance notification.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by Milk.ly to enforce any provision(s) of this User Agreement will not be construed as a waiver of any provision or right, and will be governed by and construed in accordance with the laws of England, United Kingdom without regard to its conflict of laws rules. This Agreement constitutes the entire agreement between you and Milk.ly with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will take effect to the benefit of Milk.ly, its successors and assigns.