Last Updated: 9/23/23
Aureo provides a marketplace which enables Services Providers and Clients to discover each other and enter into contracts for certain deliverables (the “Service”) via a website at meetaureo.com (the “Site”). The Service and the Site may collectively be referred to herein as the “Platform”. The Service is owned and operated by Aureo LLC (hereinafter referred to as the “Company”). Service Providers and Clients are referred to herein collectively as “Users” and all the terms and conditions stated herein apply to all unless otherwise stated herein. Service Providers, Clients and Company may all be referred to herein as a “Party” where appropriate and collectively as the “Parties.”
Your use of the Service is subject to the terms and conditions set forth in this Terms of Service (hereinafter referred to as the “Terms” or “TOS”).
PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY.
UPDATES TO TERMS OF SERICE; INTEGRATION.
We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.
The Service may be modified, updated, interrupted, suspended or discontinued at any time, in the sole discretion of the Company, without notice or liability. The Service may be unavailable at certain periods, including but not limited to systems failures, anticipated or unanticipated maintenance work, upgrades or force majeure events.
The Company reserves the right, at any time, in its sole discretion to modify, temporarily or permanently block access to, suspend, or discontinue the Service, in whole or in part, with or without notice and effective immediately to any User.
The Company will have no liability whatsoever for any losses, liabilities or damages that may incur as the result of any modification, suspension, or discontinuation of the Service or any part thereof.
The Service is meant for those at least eighteen (18) years of age or the age of majority where you reside, whichever is younger. Use of the Service by anyone under this age is a violation of these Terms.
INTELLECTUAL PROPERTY; COMPANY.
You acknowledge that all the intellectual property rights in the Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the website design, application design, graphics, text, sounds, pictures, content uploaded by Company (“Content”), service marks, trade names, software and source code (‘Software”) domain names, slogans, logos, other files and the selection and arrangement thereof, and other indicia of origin that appear on or in connection with any aspect of the Service (collectively the “IP”) are either the property of the Company, its affiliates or licensors and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to IP not expressly granted in these Terms of Service are reserved to their respective copyright owners.
Subject to these Terms, the Company grants you a limited non-transferable, non-exclusive, revocable, non-sublicensable license to use and access the Service solely for your own personal or internal business purposes. You will not obtain any ownership interest therein through this Terms of Service or otherwise.
Company authorizes you to view, download and/or print the Content from the site provided that you keep intact all copyright and other proprietary notices contained in the original Content. Except as expressly authorized by this Terms of Service, you may not copy, reproduce, distribute, republish, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the IP in any form or by any means, without the prior written authorization of Company or the respective copyright owner. In the absence of a written agreement, you may not modify or adapt the IP in any way or otherwise use them for any public or commercial resale purposes. The Company retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. The Company reserves the right to enforce its intellectual property rights fully under United States and international law.
Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service.
COMPANY AND CLIENT INTELLECTUAL PROPERTY.
The Client grants Company a non-exclusive, non-transferable, royalty-free license to use the Client’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. The Client and the Company will cooperate to create public and promotional announcements or press releases relating to the relationship set forth in this Agreement. All public announcements by one Party which mention the other Party, but specifically excluding announcements which simply mention one Party as a customer or strategic marketer of the other Party, shall be subject to prior review and approval, which shall not be unreasonably withheld or delayed.
Except as specifically provided in this Agreement, Company shall not use any of the Client‘s Marks for any other purpose without first obtaining the prior written advance consent of the Client. Nothing in this Agreement shall confer upon Company any right, title or interest in any of the Marks or goodwill of Client. Company acknowledges that the Client’s Marks and any related goodwill are the sole and exclusive property of the Client, and Company agrees not to (or cause a third party to) contest the rights of the Client or to use any confusingly similar marks, works or symbols. At no time during or after the term of this Agreement shall Company challenge or assist others to challenge the Client’s Marks or the registration thereof or attempt to register any trademarks, marks or trade names that are in any way confusingly similar to the Client’s Marks.
SERVICE PROVIDER AND CLIENT INTELLECTUAL PROPERTY.
The Client grants Service Provider a non-exclusive, non-transferable, royalty-free license to use the Client’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. Service Provider will not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Client’s, or other identifying marks placed by the Client or its agents on the products or associated documentation or literature, without the Client’s prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon Service Provider any right, title or interest in any of the Marks or goodwill of Client. Service Provider acknowledges that the Client’s Marks and any related goodwill are the sole and exclusive property of the Client, and Service Provider agrees not to (or cause a third party to) contest the rights of the Client or to use any confusingly similar marks, works or symbols. At no time during or after the term of this Agreement shall Service Provider challenge or assist others to challenge the Client’s Marks or the registration thereof or attempt to register any trademarks, marks or trade names that are in any way confusingly similar to the Client’s Marks.
CONFIDENTIAL INFORMATION, NON-DISCLOSURE.
Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any nonpublic information concerning the business or property of the Party disclosing the information to the other Party, whether such information is disclosed directly or indirectly, in writing, orally or visually, including: (i) information relating to the Disclosing Party’s business, products and services, including, without limitation, technical data, trade secrets, know-how, product or service plans, ideas or concepts, software, source code, inventions, techniques, processes, procedures, developments, product specifications, algorithms, data, formulas, designs, schematics, drawings, research, concepts, samples, intellectual property, inventions, manufacturing processes, and engineering information, and (ii) information relating to the Disclosing Party’s operations, business, financial plans or strategies, including, but not limited to, sales data and plans, marketing materials, contractual arrangements, customers, customer lists, vendors, suppliers, markets, financial statements, projections, pricing information, distribution methods, and financial and other strategic business plans or information, and (iii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement, and (iv) any information which is marked or identified by the Disclosing Party as confidential and proprietary or by its very nature should be understood by the Receiving Party as Confidential. All Confidential Information shall remain the property of the Disclosing Party. This Agreement shall not require either Party to disclose any of its Confidential Information.
Standard of Care; Restrictions on Use and Disclosure. The Receiving Party shall maintain the Confidential Information in strict confidence and shall protect Confidential Information received pursuant to this Agreement by using the same standard of care which it uses to protect and safeguard its own Confidential Information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. If the Receiving Party discovers that any of the Disclosing Party’s Confidential Information has been used, disseminated or published in violation of this Agreement, it will immediately notify the Disclosing Party, take commercially reasonable actions to minimize the impact of the use, dissemination or publication, and take any necessary steps to prevent any further breach of this Agreement.
Non-disclosure of Confidential Information. The Parties agree not to use any Confidential Information disclosed to it by the other Party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Purpose. Without the prior written consent of the Disclosing Party, neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to third party or to employees of the Receiving Party, other than directors, officers, employees, consultants, Consultants and agents who are required to have the information in order to carry out the discussions regarding the Purpose. Each Party has had or will have its directors, officers, employees, consultants, Consultants and agents who have access to Confidential Information of the other Party sign a non-disclosure agreement in content substantially similar to this Agreement. The Receiving Party is responsible for breaches of this Agreement by persons to whom it discloses Confidential Information received hereunder. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.
Exceptions. Notwithstanding the above, neither Party shall have liability to the other with regard to any Confidential Information of the other which the Receiving Party can prove:
was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; was known to or in the possession of the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence, or other competent evidence, at the time of disclosure;
is disclosed with the prior written approval of the Disclosing Party; was independently developed by the Receiving Party without any use of the Confidential Information of the Disclosing Party and by employees of the Receiving Party who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development or other competent evidence; or becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights.
Required Disclosures. In the event that Receiving Party is requested or required by legal action (including oral question, interrogatories, requests for information or documents, subpoenas, civil investigation or similar process) to disclose any of the Disclosing Party’s Confidential Information received under this Agreement, the Receiving Party will, unless prohibited by applicable law, provide the Disclosing Party with prompt written notice of such request so that the Disclosing Party may seek a protective order or other appropriate relief, and the Receiving Party will reasonably assist the Disclosing Party in such efforts. In the event that such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which it is legally required to provide.
Return of Materials. Any materials or documents that have been furnished by one Party to the other in connection with the Purpose shall be promptly returned by the Receiving Party, accompanied by all copies of such documentation, within fifteen (15) days after (a) the Purpose has been rejected or concluded or (b) the written request of the Disclosing Party.
No Rights Granted. As between the Users, all Confidential Information will remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights or licenses under any patent, copyright or other intellectual property right of either Party, nor shall this Agreement grant either Party any rights in or to the other Party's Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Purpose.
Confidentiality Period. The foregoing commitments of each Party shall survive any termination of the Purpose between them and shall continue for a period terminating on the later to occur of the date (a) five years following the date of this Agreement or (b) five years from the date on which Confidential Information is last disclosed under this Agreement; except in the event the Confidential Information consists of trade secret, in which case the commitments of each Party shall terminate at such time as the trade secret is no longer a trade secret, whichever is later in time.
Warranty. The Disclosing Party warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED "AS IS." The Disclosing Party shall have no liability whatsoever to the Receiving Party relating to or arising from the Receiving Party’s use of the Confidential Information or from any errors or omissions in the Confidential Information, or from any business decisions made by the Receiving Party in reliance on any Confidential Information.
USE OF SERVICE; GENERAL.
You may be required to create an account to use the Service and/or take advantage of certain features, in which case you agree to:
• provide true, accurate, current and complete information about yourself, and your company if applicable, as prompted by the Service;
• as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you; and
• that your account is for your personal and/or business use. You may not resell the Service.
You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your account. Your account is meant to be private, and you shall not share your account for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account.
You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.
You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Service in any manner that interferes with its normal operation or with any other User’s use of the Service.
You may not do any of the following while accessing or using the Service:
• access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
• forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or
• disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service.
You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.
You further agree that you will not access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rule and regulations.
Furthermore, you herein agree not to make use of the Services for:
• uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
• causing harm to any minor in any manner whatsoever;
• impersonating any individual or entity, including, but not limited to, any company, group or forum leaders, or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
• forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
• uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
• uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
• uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
• disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect others' ability to participate in any real time interactions;
• interfering with or disrupting any of the Services, servers and/or networks that may be connected or related to our Site, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
• intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to any securities rules, regulations or laws of any nation or other securities exchange, and any regulations having the force of law;
• providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance with Section 219 of the Nationality Act;
• stalking or with the intent to otherwise harass another individual; and/or,
• collecting or storing of any personal data relating to any other User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
Your use of the Service is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
Company makes no representation that any IP or Content contained, described or offered via the Service are accurate, appropriate or available for use in any particular jurisdiction or that these Terms of Service comply with the laws of any specific country. Visitors who use the Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Service from any territory where its IP or other company posted content or User Content (as defined below) is illegal, and that you, and not the Company (as defined below), are responsible for compliance with applicable law.
Company does not verify the accuracy or completeness of Service Provider offerings and assumes no liability for any errors or omissions.
Service Provider shall not offer products or services that are counterfeit, replicas or otherwise inauthentic.
Company may modify, reject, remove, or censor any content posted for any or no reason.
RELATIONSHIP OF THE PARTIES; COMPANY AND SERVICE PROVIDER.
Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Service Provider. Service Provider has no authority to bind Company by contract or otherwise. Service Provider will perform Services under the general direction of Company, but Service Provider will determine, in Service Provider's sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Service Provider will at all times comply with applicable law.
Taxes and Employee Benefits. Service Provider will report to all applicable government agencies as income all compensation received by Service Provider pursuant to this Agreement. Service Provider will be solely responsible for the payment of all withholding taxes, social security, workers' compensation, unemployment and disability insurance or similar items required by any government agency. Service Provider will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits.
Referral role. Service Provider understands and acknowledges that the Company's role is to serve as a referral agency, including connecting Service Provider with Clients that need Service Provider’s Services. Service Provider shall perform the Services under Service Provider’s own name and not under the name of the Company. Service Provider represents that Service Provider has the qualifications, the experience, and the ability to properly perform the Services. Service Provider shall use Service Provider’s best efforts to perform the Services such that the results are satisfactory to the Client. In completing the Services, Service Provider agrees to provide its own equipment, tools, and other materials necessary to effectively complete the project, at its own expense, unless otherwise outlined. Service Provider is engaged in an independently-established trade and is offering Service Provider’s marketing and creative skills to Clients. In order to facilitate convenience to Clients, Service Provider agrees that Company shall be solely responsible for facilitating payments related to Service Provider’s work performed for referral Client.
THIRD PARTY OPERATORS AND WEBSITES.
In the event that we include links via the Service to third-party Service Provider websites (hereinafter referred to as “Third Party Provider”), which may include products, goods, services or information offered therein, these links are provided only as a convenience. If you click through using these links to other websites, you may leave our Site. We do not control nor endorse any such Third-Party Provider. You agree that the Company will not be responsible or liable for any content, products, goods, services or information provided or made available by a Third-Party Provider, including related websites, or for your use or inability to use the services of a Third-Party Provider.
You will use such links at your own risk. You are advised that other websites on the Internet, including Third-Party Provider websites linked from our Site, might contain material or information:
• that some people may find offensive or inappropriate;
• that is inaccurate, untrue, misleading or deceptive; or,
• that is defamatory, libelous, infringing on others’ rights or otherwise unlawful.
We expressly disclaim any responsibility for the content, legality, decency or accuracy of any information, and for any content, products, goods, services or information, which appear on any Third-Party Provider website or in advertisements or content that a Third-Party Provider may have listed or offered on our Site.
“User Content” means any and all information and content that a User submits to, or uses with, the Services, including without limitation content in the User’s profile or postings and other materials or information. The Company does not verify the accuracy or completeness of User Content, and these may therefore be subject to errors. You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate any of the Terms of Service.
Company does not and is not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content.
We may, at our discretion, but shall have no obligation to, pre-screen User Content submissions and may choose to remove User Content at any time we see fit. You agree that the Company is not responsible for any financial loss, liability or damage of any kind that you may incur as a result of our removing or refusing to publish User Content.
By posting User Content to the Site, you agree that (i) your User Content does not contain the confidential or proprietary information of a third party, (ii) we are under no obligation of confidentiality, express or implied, with respect to the User Content, (iii) we may have something similar to the User Content already under consideration or in development. The Service allows posting of content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “User Content”). The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. The Company has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
TERM AND TERMINATION
Subject to this section, the Terms herein will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your account) at any time for any reason, or no reason, at our sole discretion, including for any use of the Service in violation of these Terms.
Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your account may involve the deletion of your User Content associated with your account from our live databases.
The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your information. You may terminate your use of the Company Service at any time. In such an event, you continue to be responsible for any projects already agreed to.
You expressly acknowledge, represent, warrant, and agree that you understand:
• The information contained herein is for informational purposes only and is not intended nor should be construed as advice or recommendations and are not guaranteed to produce results.
• Company makes no representations or promises regarding any material or content, and that some of the material or content provided via the Service may be owned or licensed by third party.
• Neither Company, nor its employees or officers, are presenting themselves for the purpose of the Service as legal counsel, financial advisor, or any other qualified professional and make no representations or promises regarding any IP or products posted to the Site.
• Except for payment processing, Company is not a party to any agreement between any users. Company may screen the authenticity or quality of any Content of any Service Provider, however, the decision by a Client to engage a Service Provider is in the sole discretion of the Client and Company shall not be responsibility for any actions of a Service Provider.
• Except as stated below, you assume all risk when using the Service, including all the risks associated with any online or offline interactions with others, providers of products and services, and from additional fees or charges from your mobile carrier and any supporting platforms, tools, or services. Notwithstanding anything to the contrary herein, all work that is completed in accordance with the agreement signed between the two, delivered in full and within the timeline laid out in the signed agreement is guaranteed by Company to be paid out in full.
• You are of legal age to form a binding contract and are at least eighteen (18) years of age or you have the authority of such legal entity to form a binding contract; all information you provide to us is accurate and truthful; you will maintain the accuracy of such information, and you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service.
Notwithstanding anything to the contrary herein, the following terms apply to all Service Providers and Clients. The Service provides an online venue for Service Providers and Clients to participate in a marketplace for the purchase and sale of certain types of work to be performed. Company is not a party to any transactions or other relationships between Service Providers and Clients except as may be stated herein. You hereby acknowledge and agree that Clients are not making purchases from Company and are not entering into a contract with Company. A Client purchase is from a Service Provider. While we may accommodate the relationship among Users by handling scope, changes, invoicing and the agreements among the Users, Company will not be a party to any dispute between any Service Provider and Client. Any claims must be made directly against the party concerned.
PURCHASES AND PAYMENTS.
Pricing. Service Providers shall establish pricing for their goods and services in compliance with Company policies.
Pricing and availability of all products for sale displayed through the Site are subject to change at any time before you click the button indicating that you want to purchase such product or service.
Clients alone are authorized to accept or reject prices offered by Service Providers. Once a price is agreed to, Client is bound by the price.
All are agreeing to the invoice and payment schedules outlined on the page "Last Step! Project Agreement" page for Clients and the "Congrats! Accept Your Project!" page for Service providers.
Company Funds Management. Company shall be collecting and disbursing all funds related to any transaction among Service Providers and Clients.
Payment Processing Methods. Company may make available various payment processing methods to facilitate the purchase of goods and services and related transaction fees in accordance with the fees as stated within the service. You must abide by any relevant terms and conditions or other legal agreements with third-party payment processors, which govern your use of a given payment processing method. Company may add or remove payment processing methods at its sole discretion and without notice to you. Once a purchase is placed, Company or the payment processor may charge your credit card or another payment method that you provide us for any Transaction Fees due. You are solely responsible for all amounts payable associated with purchases you make via the Service.
Invoicing. In order to receive payment from the Company, Service Provider must submit invoices as detailed out in the agreed upon payment schedule, unless otherwise established by the Client. If the Client has established limits to the amount it will pay for Services, Service Provider accepts possible loss from not being paid for certain activities.
Hours. In the event that Service Provider is hired on hourly payment terms, Service Provider agrees to track the number of hours spent performing the Services and to promptly submit invoices detailing the time spent and, as required by Client, details regarding the work performed.
Administration Fee. On top of the Service Provider’s fee, Company charges an administration fee, on a sliding scale from 15-20% depending on project size. This fee is included in the total amount invoiced to the Client. The fee scale is as follows:
Projects under $10K- 20% admin fee
Projects $10-24,999- 18% admin fee
Projects $25K+- 15% admin fee
Expenses. Service Provider shall be responsible for all expenses incurred by Service Provider in connection with performing the Services or otherwise performing Service Provider's obligations under this Agreement, unless otherwise noted in written Agreement between Service Provider and Client.
You agree to indemnify, defend and hold harmless the Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company ”) against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Service, your breach of this Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
You hereby release and forever discharge the Company from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service, including any interactions with, or act or omission of, other Service or any Third-Party sites, including but not limited to: (i) your use of the Service, (ii) any activity related to your accounts by you or any other person, (iii) your violation of this Terms; (iv) your infringement or violation of any rights of another, (v) your violation of applicable laws or regulations, or (vi) your User Content.
Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
WARRANTIES, DISCLAIMERS, AND LIMITATIONS OF LIABILITY.
You expressly understand and agree that:
Your use of the Service is at your sole risk. The Service and the associated IP, Software and Content are provided on an “as is” and “as available” basis. The Company expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose and non-infringement. Without limiting the generality of the foregoing, the Company make no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Service will be accurate or reliable; (iv) the quality of any and all products, services, information or other Materials, including all merchandise, products, goods or services, obtained or purchased by you directly or indirectly through the company Service will meet your expectations or needs; and (v) any errors in the Service will be corrected.
The Company shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Service, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Service; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Service; (v) for any disputes between Users of the Service or between a User of the Service and a Third Party; or (vi) for any other matter relating to the Service or any Third Party. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises the Company of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Company and you. The products, information and services offered on and through the Service would not be provided to you without such limitations.
The Company shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with or relating to the actions and activities of any third-party contractors and suppliers of services we may engage to provide services to you.
Notwithstanding the foregoing, the sole and entire maximum liability of the Company for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the charges paid by you directly to company via the Service, if any, for Services provided solely and directly by Company to you during the three (3) months since the cause of action arose.
You agree that regardless of any statute or law to the contrary, any claim you may bring must be filed within one (1) year after the cause of action occurred or it will be permanently barred.
Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.
If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") NOTICE.
The Company respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the Site if submitted to our Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, the Company will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright-protected content.
Procedure for Notifying the Company of Copyright Infringement. If you believe that your intellectual property rights have been violated by us or by a third party who has uploaded materials to our Site, please provide the following information to the designated Copyright Agent listed below:
• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not us, can contact you;
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
• A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
• Your electronic or physical signature.
We may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). the Company’s designated Copyright Agent is:
Notwithstanding anything else herein, may not provide to any person or export or re-export or allow the export or re-export of the Services or any Software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Company are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the aforementioned regulations and laws and are prohibited.
Non-Solicitation. During the term of your use of the Services and for a period of twelve (12) months following the expiration or early termination of this Agreement, a User shall, not, on its own behalf or on behalf of any person, firm or corporation, or in any capacity whatsoever, either directly or indirectly induce, suggest, persuade or recommend to any customers of the Company that they terminate, alter or refrain from entering into, renewing or extending their relationship with the Company. Additionally, during the Term of this Agreement and for a period of twelve (12) months following the expiration or early termination of this Agreement a User shall not, on its own behalf or on behalf of any person, firm or corporation, or in any capacity whatsoever, recruit for employment, hire or induce any employee or contractor to terminate employment with the Company. The foregoing restrictions shall not apply to any solicitation by means of a general public advertisement or recruitment not specifically targeted at the Company’s customers or employees or contractors, as the case may be.
Non-Competition. To the extent permitted by law, during and upon the expiration or earlier termination of this Agreement, and for a period of five (5) years thereafter, a User shall not engage, own, manage, control, operate, be employed by, participate in, or be connected with the ownership, management, operation, or control of a business substantially similar to or offering to the commercial market substantially similar services or products of the Company. If a User breaches or threatens to breach this section, the Company will be entitled to a preliminary restraining order and injunction preventing the breaching party from violating its provisions. Nothing in this agreement prohibits Company from pursuing any other available remedies for a breach or threatened breach, including the recovery of damages.
Non-Circumvention. A Party will not make any attempt, or use any artifice, scheme, or device, including the use of any agent, representative, associate, advisor, relative or business entity, to circumvent the purposes of the restrictive covenants contained herein or elsewhere in the TOS.
Competitive or Conflicting Engagements. Service Provider is free to work for other clients or employers while working under this Agreement. However, Service Provider agrees, during the term of this Agreement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Service Provider’s obligations under this Agreement. Service Provider warrants that there is no such contract or obligation in effect as of the Effective Date. Service Provider further agrees not to disclose to Company, bring onto Company's premises, or induce Company to use any confidential information that belongs to anyone other than Company or Service Provider. Pursuant to this Agreement, Company will introduce Service Provider to prospective Clients.
Governing Law, Venue. This TOS shall be governed by and construed in accordance with the internal laws of Kansas (the “Jurisdiction”) applicable to agreements made and to be performed in the Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this TOS or the transactions contemplated hereby (“Related Proceedings”) may only be instituted in the state or federal courts of the Jurisdiction (collectively, the “Specified Courts”), and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice, or document by mail to such Party’s address shall be effective service of process for any suit, action or other proceeding brought in any such court. The irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. THE EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS TOS IS LITIGATED OR HEARD IN ANY COURT.
Class Action Waiver. No User shall commence, participate in, or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this TOS or the breach thereof, other than on an individual, non-class, non-collective action basis. No User shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this TOS, or the breach thereof, in a representative or private attorney general capacity.
Attorney Fees. In the event that any dispute between the Parties should result in litigation and the Company shall prevail, the Company in such dispute shall be entitled to recover from you all reasonable fees, costs and expenses of enforcing any right awarded to the Company, including without limitation, reasonable attorneys' fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law. For the purposes of this Section: (a) attorney fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions, (2) contempt proceedings, (3) garnishment, levy, and debtor and third-party examinations, (4) discovery, and (5) bankruptcy litigation.
Fees. In the event that any dispute between the Parties should result in litigation, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the Prevailing Party, including without limitation, reasonable attorneys' fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law. For the purposes of this Section: (a) attorney fees shall include, without limitation, fees incurred in the following: (1) post judgment motions, (2) contempt proceedings, (3) garnishment, levy, and debtor and third party examinations, (4) discovery, and (5) bankruptcy litigation; and (b) “Prevailing Party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.
The Parties are and shall remain an independent contractor of the other and nothing contained in this TOS shall be deemed to create an employer/employee, principal/agent, partnership, or joint venture relationship between the Parties . This TOS constitutes the entire agreement between the Parties and contains all of the agreements between the Parties with respect to the subject matter hereof; this TOS supersedes any and all other agreements, either oral or in writing (including any interim agreements executed by the ), between the Parties hereto with respect to the subject matter hereof. All notices and other communications hereunder shall be in writing and shall be deemed given on delivery if delivered personally or sent by facsimile transmission with electronic confirmation, or four (4) business days following such notice being sent, if mailed by registered or registered, postage prepaid, to the other Party at the addresses as last reported to the other Party. Neither party will have the right to assign, pledge or transfer all or any part of the Terms of this TOS without the prior written consent of the other. If any provision of this TOS is held by a competent court to be invalid or unenforceable under applicable law, then such provision shall be severed from this TOS and the remainder of this TOS shall be interpreted as if such provision were so severed and shall be enforceable in accordance with its terms. Those provisions of this TOS which by their nature should survive termination, and all accrued and unpaid obligations arising hereunder, shall survive the expiration or termination of this TOS for any reason. No delay or omission by either party to exercise any right or power it has under this TOS shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or of any other covenant. All waivers must be in writing and signed by the party waiving its rights. The paragraph headings of this TOS are inserted for convenience only and shall not constitute a part of this TOS for the purposes of construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neutral gender. The terms and conditions of this TOS shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this TOS, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this TOS, except as expressly provided in this TOS. Each Party shall use all reasonable efforts to take all actions necessary or desirable to consummate and make effective the transactions this TOS contemplates or to evidence or carry out the intent and purposes of this TOS.
Customer Service. If you have any comments or questions regarding these Terms of Service or wish to report any violation of these Terms of Service, you may contact us at firstname.lastname@example.org.