Terms of Service
TERMS OF SERVICE
https://www.wisdomswap.com is operated by Clark Technologies, LLC (hereinafter referred to as the "website", "site", "We", "Us", or "Our"), which is an online platform that enables purchasers of professional services (also known as “Clients”, "Students" or “Employers”) to search for, enter into and manage transactions with providers of professional services (also known as “Freelancers” or "Tutors") and offers other social features that are free for users of all ages. The Employers and Freelancers shall collectively be referred to as Registered Users (also referred to as “Users” or “You” or “Your”).
THE SITE AND SERVICES COMPRISE OF AN ONLINE PLATFORM ON WHICH ON ONE HAND CLIENTS/STUDENTS/EMPLOYERS SHALL CREATE PROFILES, POST JOBS/PROJECTS/TIME SLOTS, SEARCH FOR FREELANCERS/TUTORS, COMMUNICATE WITH FREELANCERS/TUTORS, NEGOTIATE WITH FREELANCERS/TUTORS, AWARD PROJECTS/TIME SLOTS TO FREELANCERS/TUTORS, MANAGE PROJECTS, LEAVE FEEDBACK FOR FREELANCERS/TUTORS, AND PAY FREELANCERS/TUTORS AND ON THE OTHER HAND FREELANCERS SHALL CREATE PROFILES, SUBMIT QUOTES, NEGOTIATE WITH CLIENTS/STUDENTS/EMPLOYERS, OBTAIN PROJECT AWARDS, INVOICE, OBTAIN FEEDBACK FROM CLIENTS/STUDENTS/EMPLOYERS, CREATE TIME SLOTS FOR CLIENTS/STUDENTS/EMPLOYERS TO REQUEST AND RECEIVE PAYMENTS FROM CLIENTS/STUDENTS/EMPLOYERS. THE SITE ALSO OFFERS FEATURES SUCH AS AN ADVERTISEMENT SYSTEM, QUESTION & ANSWER SYSTEM, QUESTION INVITE FEATURE, FAVORITES FEATURE, CHALLENGE & BADGE POINTS SYSTEM, CHAT ROOMS, FORUM, AND OTHER SOCIAL FEATURES FOR FREE TO USERS OF ALL AGES. SOME OR MOST THE FEATURES ON THE SITE ARE INTERCHANGEABLE FOR USE BETWEEN USER ROLES.
YOU UNDERSTAND AND AGREE THAT WE ARE NOT A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN THE CLIENTS AND FREELANCERS. WE HAVE NO CONTROL OVER THE CONDUCT OF CLIENTS, FREELANCERS AND OTHER USERS OF THE SITE AND SERVICES, AND DISCLAIM ALL LIABILITY IN THIS REGARD.
The use of this Website (collectively referred to as the “Services”) constitutes your consent to, and agreement to, abide by the most current version of these terms and conditions (the "Terms"). We may at any time revise these terms and conditions by updating the Terms. You agree to be bound by subsequent revisions and agree to review the Terms periodically for changes to the terms and conditions. The most up to date version of the Terms will always be available for your review under the "Terms of Service" link that appears at the bottom footer section of the Website.
This website reserves the right to recover the cost of services, collection charges and lawyers fees from persons using the Site fraudulently. This website reserves the right to initiate legal proceedings against such persons for fraudulent use of the Site and any other unlawful acts or omissions in breach of these terms and conditions.
IN USING THIS WEBSITE YOU ARE DEEMED TO HAVE READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS SET FORTH HEREIN. ANY INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL BE CONSIDERED TO BE ACCEPTED JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE WEBSITE ONLY IN STRICT INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR COMMITMENTS MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE TERMS AND CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE USERS AND US.
1.1 "Account" means the account created by the Website upon registration.
1.2 "Client/Student/Employer" means a User that investigates and purchases a Freelancer’s/Tutor's Services or products from the Freelancer/Tutor or identifies a Freelancer/Tutor through the Website.
1.3 "Freelancer/Tutor" is a user that offers services as required by the Client/Student/Employer and provides work to the Client/Student/Employer.
1.4 "Job", "Offer", Time Slot, Project, Tutoring Session or "Listing" means a job or tutoring session offered by a Client/Student/Employer, or a Freelancer/Tutor when they post a time slot on our Website.
1.5 "Offer", "Bid" or "Request" means an offer, bid or tutoring request that is posted, managed or promoted by the Freelancers/Tutors on the "job requirement" posted by a Client/Student/Employer on our website.
1.6 "User" are the professional individuals/service provider/freelancer/contractor/employer/business/tutors/students or anyone who uses or visits the website.
1.8 "Client Materials" means requests, intellectual property, and any other information or materials that a Client provides to a Freelancer.
1.9 "Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other ELIGIBLE copyrightable works, and techniques and all Intellectual Property Rights therein.
2.1 The official language of these terms shall be in English.
2.2 The headings and sub-headings are merely for convenience purposes and shall not be used for interpretation.
2.3 In case there exists a machine readable version of this agreement, arises a conflict with the human readable version, the later shall prevail.
3.1 To access our marketplace & tutoring payment system services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. In order to use other features of the website, you must be an individual of thirteen (13) years of age. If you are below the age of 13 years then you will only use the Services with parental or legal guardian consent (following their review of this Agreement) and such accounts shall be created by parents of children under the age of 13 years. Some teenagers may tutor other students under the supervision of their parents, etc.
3.2 In order to become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service.
3.3 By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Job/ Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service.
3.4 The website reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
3.5 To use the Site Services, you must register for an Account. Our website offers the Site Services for your business purposes, personal, household, or consumer use. In order to post a job/project, the client will have to register with us and the freelancer offering to complete the job/project shall also have to register with us by providing us a username, email address and role type. In some cases such as general tutoring to gain knowledge for leisure, post a design request for a fun project etc., people may list services for personal use and not business.
4. CREATING AN ACCOUNT
4.1 In order to access and use our Services, you may need to register and create an account (your “Account”). By creating an Account, you represent that you are of legal age to form a binding contract, have not previously been suspended or removed from the Service and are not a person barred from receiving the Service under the laws in the state of Maryland, which is located in the United States, or other applicable jurisdiction. When creating an Account, you also may be required to provide certain personal information about yourself such as first name, last name, email address and password in order to establish a username and a password for making an account on our website. We reserve the right to remove or reclaim a username if we believe it is appropriate, for example, if your username suggests that you are a person other than yourself. The legal age to use and access the marketplace and tutoring services shall be 18 years and the legal age to use other social features of the site shall be 13 years.
4.2 You are responsible for safeguarding and maintaining the secrecy of your access credentials for the website, including, but not limited to, the password that you use to access the website. You must not share your password or other access credentials with any other person or entity that is not authorized to access your account. Without limiting the foregoing, you are solely responsible for any activities or actions that occur under your website account access credentials. We encourage you to use a “strong” password (a password that includes a combination of upper and lower case letters, numbers, and symbols) with your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with any of the above.
4.3 You agree to provide and maintain accurate, current and complete information about your Account. Without limiting the foregoing, in the event you change any of your personal information as mentioned above in this Agreement, you will update your Account information promptly.
4.4 When creating an Account, don’t:
a) Provide any false personal information to us (including without limitation a false username) or create any Account for anyone other than yourself without such other person’s permission;
b) Use a username that is the name of another person with the intent to impersonate that person;
c) Use a username that is subject to rights of another person without appropriate authorization; or
d) Use a username that is offensive, vulgar or obscene or otherwise in bad taste.
4.5 We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Service that violates our Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account. If you have reason to believe that your Account is no longer secure, than you must immediately notify us by email at email@example.com.
4.6 You agree that you are not: (a) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject sanctions or embargoes;
4.7 You shall not transfer or sell your account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the respective entity to this Agreement.
5. RELATIONSHIP BETWEEN THE CLIENT AND FREELANCER
5.1 The relationship between the Client and Freelancer is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between the Freelancer and Client or between us and any Client or Freelancer.
5.2 The engagement, contracting and management of a Job/Project is between a Client and a Freelancer. Upon acceptance of a quote, the Client agrees to purchase, and the Freelancer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between the Client and Freelancer, including the Project Bid, Project Description, and other terms and conditions as communicated between the Client and Freelancer on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by us (collectively, the "Project Agreement").
5.3 You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Job/Project Agreement in conflict with these Terms of Service is void.
5.4 The Client is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Job Agreement in a timely manner. The Freelancer is responsible for the performance and quality of the services in accordance with the Job Agreement in a timely manner. The Client and Freelancer each agree to act with good faith and fair dealing in performance of the Job Agreement.
6. NO RESPONSIBILITY
6.1 We are not a party to the dealing, contracting and fulfillment of any Job between a Client and a Freelancer. We have no control over and do not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of job listings, the qualifications, background, or abilities of Registered Users, the ability of Freelancers to perform services, the ability of Clients to pay for services, or that a Client or Freelancer can or will actually complete a Job.
6.2 We are not responsible for and will not control the manner in which a Freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between the Client and Freelancer. We shall not provide any Freelancer with any materials or tools to complete any Job. Clients and Freelancers must look solely to the other for enforcement and performance of all the rights and obligations arising from Job Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
7. MUTUAL ACKNOWLEDGEMENTS
Clients and Freelancers each acknowledge and agree that the value, reputation, and good will of the Website depend on their performance of their covenants and agreements as set forth in their Job Agreement. Client and Freelancer therefore appoint us as a third-party beneficiary of their Job Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, us by these Terms of Service. Clients and Freelancers further agree that we have the right to take such actions with respect to the Job Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as our website in its sole discretion deems necessary to protect the value, reputation, and good will of the Website.
8. PAYMENT TERMS
8.1 Posting/Listing of jobs/projects, related “offer requirements” is free with us. We DO NOT charge anything for posting on our website or for any job listing with us. Though we may deduct a project or tutoring fee upon the acceptance of a project or tutoring session between the Freelancer and Client. The fees are subject to change, and can be found in the FAQS section of the site, and anywhere a bid or quote is made.
8.2 The price agreed between the Freelancer and Client, will be paid directly by the Client to the Freelancer.
8.3 When a Client hires a Freelancer, we deduct a project or tutoring fee upon the "accepted bid amount" or "session amount" as a project or tutoring fee or processing fee from the Client’s account. Unless otherwise stated, all fees are quoted in US Dollars.
9. ESCROW ACCOUNT
9.1 When a bid or offer is accepted by the Client, and sometimes a Freelancer when they create a tutoring time slot, we require the Client to pay the total bid or offer amount to us which shall be kept in a separate account with us till the project or session is completed. Once the Client confirms to us that the work or session has been completed by the Freelancer, we shall release the payment to the Freelancer’s account after deducting our fees as explained above.
9.2 We use PayPal to process all payments.
9.3 The system is not set up to offer an advance payment release. If the Freelancer asks for an advance payment release than such dealings shall be strictly between the Client and Freelancer, in which we shall not be held responsible.
9.4 The Client may also opt for periodic payments or contingent payments by which successive installments of the amount will be released to the Freelancer at completion of certain “milestones” or “tasks” of certain percentages of the total work allotted, as notified in the "offer requirement" or as "negotiated by the users".
9.5 We are NOT required to or inclined to award any interest to any user for any amount withheld with us in the escrow account or any other account in relation to this website.
10. PAYMENT GATEWAYS
You expressly agree and acknowledge that we may employ or collaborate with third party payment gateways using secure SSL connections in order to facilitate, distribute, transact and receive payments for the services offered and received on or through this website. We reserve the right to change or replace the payment gateways on our sole discretion without any reservation whatsoever. We do not store your bank or credit card information with us and everything is completed through secure third party payment gateways and at no point of time we assume any liability for any loss of data or wrongful payment or invalid payment processing by such a third party. You agree that you will hold us harmless against any such dispute or legal claim.
11. USAGE AND CONDUCT REQUIREMENTS
11.1 We expect and require the users to refrain from:
a) Posting content, offers or items in inappropriate categories or areas on our websites and services;
b) Violate any laws or statutes, third party rights or our policies.
c) Fail to transfer payment for services delivered to you unless there has been substantial and material change in the services offered and services delivered.
d) Neglect, misuse, circumvent or manipulate our fee structure, the billing process, etc.;
e) Post wrong, incorrect, false, inaccurate, misleading, defamatory or offensive content (including personal information);
f) Take any action that may harm or interrupt or undermine the feedback or reputation systems.
g) Transfer, including rent, sell or delegate your account (including feedback) and Username to another party without our consent;
h) Distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
i) Distribute malwares, pirated or fake software, viruses or any other technologies that may harm us, the Website, or the interests or property of our users (including their Intellectual Property Rights, privacy and publicity rights)
j) Post any content that is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
k) Download, aggregate or use our listings from our website for display with listings from other websites without our express written permission, "frame", and “mirror" or otherwise incorporate any part of the Website into any other website without our prior written authority.
l) Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with our Website;
m) Attempt to print, copy, modify or distribute rights or content from our Website or our website’s copyrights and trademarks;
n) Harvest or otherwise collect information about Users, including email addresses, without their consent.
o) Sell the user information, our employee list or our proprietary information without our consent.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The Website and all intellectual property belonging to or associated with the Company, including any trade mark or trade name, logos and software, and all content on the Website (including, but without limitation, text, graphics, videos, music, sound, links, and software) is and remains at all times the property of the Company and/or is used under license from its suppliers and is protected under international treaty provisions and world-wide copyright laws and you agree that you will not infringe any such rights in any way.
12.2 Except as expressly permitted by these Terms and Conditions, you may not copy, reproduce, redistribute, download, republish, transmit, display, adapt, alter, create derivative works from or otherwise extract or re-utilize any content in any way or on any medium (including other websites) without our prior written consent. Nor do we grant any express or implied right to you under any of our trademarks, copyrights or other proprietary rights.
12.3 The Company’s logo and any other image on the Website which bears the Company’s name are trademarks of the Company. They may not be used without our prior written consent.
12.4 Clients grant Freelancers a limited, non-exclusive, revocable (at any time, at a Client's discretion) right to use the Client's Materials as necessary solely for the performance of the Freelancer's Services under the applicable Service Contract. The Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client's Materials. Upon completion or termination of the Job/Project Agreement, or upon the Client's written request, the Freelancer will immediately return all of the Client's Materials to the Client and further agrees to destroy all copies of the Client's Materials and Deliverables contained in or on the Freelancer's premises, systems, or any other equipment or location otherwise under the Freelancer's control. Within ten days of such a request from the Client, the Freelancer agrees to provide a written certification to the Client that the Freelancer has returned or destroyed all of the Client's Materials and Work Product as provided in this subsection.
12.5 Upon the Freelancer's receipt of full payment from the Client, the deliverable/Work Product, including without limitation, all Intellectual Property Rights in the deliverable/Work Product, will be the sole and exclusive property of the Client, and the Client will be deemed to be the author thereof. If the Freelancer has any Intellectual Property Rights to the deliverable/Work Product that are not owned by the Client upon the Freelancer's receipt of payment from the Client, the Freelancer hereby automatically, irrevocably assigns to the Client all rights, titles and interests worldwide in and to such Intellectual Property Rights. Except as set forth above, the Freelancer retains no rights to use, and will not challenge the validity of the Client's ownership in, such Intellectual Property Rights. The Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
12.6 If the Freelancer has any right to the deliverables/Work Product, including without limitation any Intellectual Property Rights, that cannot be assigned to the Client by the Freelancer, the Freelancer hereby automatically, upon the Freelancer's receipt of full payment from the Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to the Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If the Freelancer has any rights to such Deliverables/Work Product that cannot be assigned or licensed, the Freelancer hereby automatically, upon the Freelancer's receipt of payment from the Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against the Client or related to the Client's customers, with respect to such rights, and will, at the Client's request and expense, consent to and join in any action to enforce such rights.
12.7 The Freelancer shall assist the Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Job/Project Agreement, to obtain and enforce Intellectual Property Rights relating to Deliverables/Work Product in all countries. In the event the Client is unable, after reasonable effort, to secure the Freelancer's signature on any document needed in connection with the foregoing, the Freelancer hereby designates and appoints the Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by the Freelancer.
13. THIRD PARTY LINKS
Links from or to websites outside this website are meant for convenience only. The website does not review, endorse, approve or control, and is not responsible for any sites linked from or to this website, the content of those sites, the third parties named therein, or their products or services. Linking to any other site is at your sole risk and we will not be responsible or liable for any damages in connection with linking. Our website disclaims all warranties, express and implied as to the accuracy, validity and legality of any materials or information found on those sites.
14. EXPRESS PROHIBITIONS
14.1 You are strictly prohibited from:
a) Using the website for posting offensive, illegal, immoral, defamatory, blasphemous or incorrect information on the website.
b) Disclose your email address and other personal contact information on the website.
c) Disclose or distribute on the website, any material or information that rightfully belongs to a third party or is intellectual property of a third party.
d) Posting reviews, feedback or ratings of users of this website on any third party website.
e) Using the website for any illegal or unlawful activity.
f) Posting your account or bank details on the website.
g) Posting about your disputes with us or any third party member in public, irrespective of the place of posting.
15. FRAUD PREVENTION
15.1 Once the Client/Freelancer agrees on a project/session than the entire project/session cost will need to be placed into the escrow account in order to prevent scams. There will be no delay for Freelancers in receiving money. If the Client releases the money to the Freelancer than such dealings shall be between the Client and Freelancer only.
15.2 If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction (e.g. paid a Contingent Payment using a stolen credit card) it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
15.3 We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
• Your activities are illegal or unlawful.
• Your account is considered as a reasonable risk to other users, website and our business interests.
• We believe that the beneficiary of the payment is someone other than you;
• We believe that the payment is being made to a country where we do not offer our Service; or
• We are required to do so by law.
16.1 There shall be NO minimum of amount required in your account before you can bid or post offer requirements on our website.
16.2 The currency used for payments etc. shall be U.S. dollars. A transaction can still be placed internationally but it will be in U.S. currency only. You are permitted to have different currencies in your account and in case you wish to convert them to some other currency, the applicable exchange rate will be notified to you and same shall be deducted from your account. We reserve the right to reverse the payments made by to third parties in order to settle our dues or to avoid any scam or fraud. In the event that we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account. We reserve the right to collect any funds owed to us by using other legal means.
16.3 We expressly state, and expressly acknowledge that we are not a banking or financial institution, and in no case whatsoever shall be expected to deliver any kind of financial service to you.
16.4 The fund mechanism in no way creates any trust or fiduciary relationship between us. Funds may only be loaded into your Account, or released from your Account, by us and you must only use the mechanisms available on the Website to pay for, or receive funds in respect of Services. We reserve the right to place any operational bar or limit on your account in case a dispute is received which concerns you.
17.1 We allow refunds to the users who have funds in their account and want to settle their dues with or want to close their account. We also allow refunds in cases of an incomplete deal. The refund shall be in the same payment method as to what the original payment method was made. However, we reserve the right to change the payment method in certain special circumstances.
17.2 We may refund funds to Users irrespective of whether a User has requested funds be refunded if:
• The law or statute requires us to.
• We are closing down our business.
• In accordance with our refund policy
• To avoid any dispute; or
• If the refund is necessary to avoid a chargeback.
17.3 In order to request a refund, please send us an email at firstname.lastname@example.org. If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account with us.
18.1 We are bound to process the chargeback requests and instructions issued to us by third party payment processors or card issuers or banks. We cannot and will not refuse or stop any payment chargebacks if instructed by the relevant bank authorities, payment processors or card issuers.
18.2 You must cooperate with us and refrain from complaining with us any chargeback reversal processed by us. You agree that you will abide by the reversal requests processed by us.
18.3 If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.
19.1 We may, at any time and without notice, suspend, cancel, or terminate your right to use the Site (or any portion of the Site). In the event of suspension, cancellation, or termination, you are no longer authorized to access the part of the Site affected by such suspension, cancellation, or termination. In the event of any suspension, cancellation, or termination, the restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in the Agreement, shall survive.
19.2 Depending upon the nature of termination, subject to the provisions laid down in this agreement, we may or may not refund you for any payment due or kept with us. We will review the refund requests case by case. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
• if we determine that you have breached, or are acting in breach of, this User Agreement;
• if you under-bid on any Project/Time Slot in an attempt to renegotiate the actual price privately, avoiding fees;
• if we determine that you have breached legal liabilities (actual or potential), including infringing someone else's Intellectual Property Rights;
• if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
• you do not respond to account verification requests;
• you do not complete account verification when requested within 3 months of the date of request;
• to manage any risk of loss to us, a User, or any other person; or
• For other similar reasons.
19.3 If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
19.4 Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
19.5 If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.
19.6 In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
20. CLOSING YOUR ACCOUNT
We allow you to close your account with us if you send us a request by email at email@example.com. However, you must not have any outstanding payment, dispute, listing or any other matter unresolved with us or third parties through our website.
21. INACTIVE ACCOUNTS
We reserve the right to terminate or suspend an account which has been inactive for more than one year without any activity or subscription payment left. We will notify you at the email provided with us three times at 2 months, 1 month and 24 hours prior to the suspension.
22. RESOLUTION OF DISPUTES AND JURISDICTION
22.1 Disputes with our website:
a) Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in the state of Maryland, which is located in the United States, using the English language in accordance with the Arbitration Rules and Procedures then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.
b) The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.
c) Judgement upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
d) Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
e) For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state of Maryland, which is located in the United States.
f) Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and we agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
22.2. Disputes with Users or Third Parties:
a) In the event a dispute arises between you and another user or a third party, we encourage you to first contact the user or third party to resolve the dispute amicably.
b) If a Client and Freelancer are unable to resolve a dispute resulting from a transaction that occurs on our website, they may choose to participate in our website's dispute system in order to resolve the dispute. Disputes are escalated for review and resolution by our website. Our website provides its dispute resolution process for the benefit of users. Our website does so in its sole discretion, and our website has no obligation to resolve disputes between users or between users and outside parties. To the extent that we attempt to resolve a dispute, we will do so in good faith based solely on our policies. We will not make judgments regarding legal issues or claims.
c) You may also report user-to-user disputes to your local law enforcement or a certified mediation or arbitration entity, as applicable.
d) You release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party.
23. ACCESS AND INTERFERENCE
23.1 Our website may contain robot exclusion headers which contain internal rules for software usage. Much of the information on our website is updated on a real-time basis and is proprietary or is licensed to us by our users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access our website for any purpose whatsoever, except to the extent expressly permitted by us in writing. Additionally, you agree that you will not:
a) Take any action that imposes, or may impose, in our website’s sole discretion, an unreasonable or disproportionately large load on our website’s infrastructure;
c) Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
d) Bypass our website’s robot exclusion headers or other measures we may use to prevent or restrict access to our website.
We have employed the highest possible security measures to protect your data that is stored with us. While we take all possible security measures, you must immediately notify us upon becoming aware of any unauthorized access, any illegal online activity or any other security breach pertaining to the Website, your Account or our Services and do everything under your control to mitigate the unauthorized access or security breach (including providing us the evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.
26. NO INSURANCE
You expressly agree that our website does not offer any insurance or guarantee as to the claims, offers and products offered by the freelancers on our website or the payment details of the Client.
27. NO WARRANTY AS TO THE IDENTITY OF THE USERS
We take reasonable precautions and follow best industry practices to gather maximum possible accurate information about the identity of the users on our website. However, we must inform you that it is highly difficult for us to verify each and every user. While we try our best, we EXPRESSLY state that we do not provide any warranty as to the real identity or all other personally identifiable information about the user. We may display user information such as the credibility score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
28. NO WARRANTY AS TO THE WEBSITE CONTENT
28.1 The website content hosted on the website is subject to change without any prior notices. We do not expressly and impliedly regulate the information posted on our website by third parties or users. You agree that while some information posted on the website by the third party users may be offensive, harmful, inaccurate or misleading or mislabeled or deceptively labeled, the website is not liable or associated with the same in any way.
28.2 You agree that the operation of the website is a complex task and due to some human or accidental error we may put some content on the website which may be considered offensive, harmful, inaccurate or misleading or mislabeled or deceptively labeled. You agree that you will notify us to remove such content instead of taking any legal recourse.
28.3 Our Services, the Website and all content on it are provided on an 'as is', 'with all faults' and 'as available' basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about the content, service, products, services, security, privacy of data or any other matter incidental to the website or its operation other than the liability incurred due to negligence of our employees.
29. EXPRESS RELEASE
You expressly agree to release us [including our directors, agents, officers, employees, affiliates and subsidiaries] from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your disputes with other users or third parties through or on our website.
30. LIMITATION OF JURISDICTION
In some jurisdictions, certain exemptions or limitations, as described in this agreement do not hold. In such jurisdictions, the limitations and exemptions shall apply to the maximum permissible extent.
31. USER AGREEMENT AS DEFENSE
The suits which are impliedly or specifically barred by this agreement shall be opposed by us by pleading this agreement.
32. CLASS ACTIONS ARE BARRED
You expressly agree that you will not bring any class action against us unless we agree to such proceedings against us. Unless both parties agree, the arbitrator shall not consolidate or join the proceedings against us or you as a class of users.
33.1 Any notices must be given by email to us at firstname.lastname@example.org, with the following subject wording: "Subject: ATTN: Legal Department".
33.2 In your case, we will send you any notice at your provided email address (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us. In such case, notice shall be deemed given three days after the date of mailing.
34. OUR SERVICE AND GUARANTEES
Our website reserves the right to modify or terminate the website’s service for any reason, without notice, at any time. We also reserve the right to sell, alter, transfer or delegate our rights under this agreement to anyone without any prior notice to you. Our website does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside our control.
35. CHOICE OF LAW
This Agreement shall in all respects be interpreted and construed with and by the laws in the state of Maryland, which is located in the United States.
36. FOREIGN JURISDICTION
The services of our website are available globally. By agreeing to our policy, you warrant that it is completely legal to use our services and website in your country. It is the duty of the user to verify any potential violation. The user agrees to indemnify us or sister companies, employees, agents or any related individual or organization for any liability it might incur in a foreign jurisdiction. Our services shall not be deemed to constitute an offer to sell or serve in countries where it is illegal to do so. We reserve the right to monitor the location from which you access the Site and to block access from any jurisdiction in which participation is illegal or restricted.
37. LIMITATION OF LIABILITY
37.1 In no event shall we, and (as applicable) our subsidiaries, officers, directors, employees or our suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the site, our services, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
37.2 Our website’s liability, and (as applicable) the liability of our website’s subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is excluded. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
39. FORCE MAJEURE
We maintain that we shall not be held liable for any failure or departure from any obligation or promise mentioned in these terms or any of our policies which has happened due to circumstances beyond our reasonable control which includes but is not limited to natural disasters like flood, earthquake, acts of god, war, terrorism, religious and other riots, economic and technological embargoes, etc.
If any portion of this Agreement is deemed void or unenforceable, than that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of the remaining provisions.
The provisions of the Agreement which expressly or by their nature shall survive termination of the Agreement unless adjudged otherwise by the competent courts.
42. NO WAIVER IMPLIED
The failure of us to enforce at any time any of the provisions of this Agreement, or the failure to require at any time the performance by you, any of the provisions of these provisions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect our right to enforce each and every such provision thereafter. The express waiver by us of any provisions, conditions or requirements of these provisions shall not constitute a waiver of any future obligations to comply with such provisions, conditions or requirements.
43. DIGITAL SIGNATURE
43.1 By registering on our website, you are deemed to have executed this Agreement electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
43.2 In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
43.3 By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
43.4 In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
44. ENTIRE AND UNMODIFIED AGREEMENT
The Agreement, in connection with the other obligations and rules detailed in writing on the Site, constitute the entire agreement between you and the Site and cannot be modified by you. The Terms and Conditions cannot be modified on an individual basis by any person affiliated, or claiming affiliation, with the Site. Nothing in this subsection will prevent the Site from modifying the terms of these Terms and Conditions and posting such modifications on the Site.
45.1 Our website’s team may send you information about offers, notices, letters and other communication to your email. You can ask us to refrain from sending you offers or promotional offers by emailing us at email@example.com.
45.2 You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
46. CONTACT US
We are always there to help you. Thus, for further help and assistance you shall contact us by visiting our Contact Us page which is made available on the website.