Terms and Condition
This Hiretowork User Agreement (the "Agreement") is a contract between you (the "User") and Hiretowork Corporation, a Naperville corporation with its principal place of business at 925 Kennebec Ln Naperville, IL , U.S.A. ("Hiretowork", "we" or "us"). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.Hiretowork.com
(the "Site") and related software and services. Hiretowork may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Hiretowork. If the revised version materially increase or decrease your rights and responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Hiretowork Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein, as such agreements and policies may be modified by Hiretowork from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE HIRETOWORK PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN, YOU MAY NOT ACCESS OR USE THE HIRETOWORK PLATFORM.
1. THE HIRETOWORK PLATFORM.
1.1 Purpose of the Hiretowork Platform.
The Hiretowork Platform allows Clients and Freelancers to identify each other and enable them to buy and sell Services online. Under this Agreement, Hiretowork provides services to both Clients and Freelancers, including curating Clients and Freelancers, facilitating the formation of contracts between Clients and Freelancers, and managing disputes related to those contracts. Clients post jobs and invite Freelancers to apply. Freelancers post profiles and bid on jobs. If Client and Freelancer ( which is chosen by client to allot project ) agree on terms, they both are bound to start Service Contract is formed directly between such Client and Freelancer subject to the provisions set forth in Section 3 (Service Contract Terms Between Client and Freelancer). Hiretowork pays Freelancers in connection with their delivery of services through the Hiretowork platform. Hiretowork collects payment from Clients in connection with their receipt of services through the Hiretowork platform.
The Hiretowork Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees user is not in all of the following categories ( User is not a citizen or resident of a country in which use or participation is prohibited by any law, decree or any regulation, treaty or administrative act or a citizen or resident of, or located in, a country or region that is subject to U.S. or any other sovereign country sanctions or embargoes or an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury''s Specially Designated Nationals or Blocked Persons Lists, or the Department of State''s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws & regulations, or any other rules ).
2. HIRETOWORK GENERAL USER POLICIES.
2.1 Hiretowork Fees.
Hiretowork charges Freelancers a fee for the services of connecting them with the Clients that hire them and collecting payment for work. Typically, this fee is equal to 10% of Client's total payment, plus a fee for disbursements. If Freelancer elects disbursement through a third party, the third party may assess additional fees. If Freelancer elects disbursement in foreign currency, Hiretowork adds a conversion fee of 1.5% to the spot rate quoted by its foreign exchange vendor.
2.2 General User Obligations.
You will not access the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the website. You are not authorize to upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or contains virus or you don’t have idea about that, or used for offering any goods or services other than Services.
2.3 Identity and Account Security.
Hiretowork reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize Hiretowork, directly or through third parties (includes email verification and your bank details verification), to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's Hiretowork account password. User agrees not to disclose his Hiretowork profile password to anyone and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Hiretowork Platform. You must notify Hiretowork Support immediately @ email@example.com if you suspect that your password has been lost or stolen. By using your Hiretowork User account, you acknowledge and agree the Hiretowork's account security procedures are commercially reasonable.
2.4 Disbursements to Freelancers
Hiretowork will automatically disburse funds to Freelancers according to the payment instructions on file with Hiretowork no more than one month after funds become payable (or within six months, for amounts less than $100). Funds become payable to Freelancers working on Fixed Price Contracts after Clients accept work submitted by a Freelancer. Clients have all of the flexibility to alter the terms of a set worth contract, together with the quantity of cash owed by him on a set with contract, till consumer settle for the work of freelancer. Freelancers may ask Hiretowork to expedite payments. Hiretowork reserves the right to refuse any such request and may assess a processing fee in connection with such a request.
Client shall create all payments concerning, or in any means connected with, a contract (including, while not limitation) through the Hiretowork Platform. Any action that encourages or solicits complete or partial payment outside of the Hiretowork Platform is a violation of this Agreement. Should any of the user of the site i.e.Client or Freelancer be found in violation of this section of this Agreement, it'll owe Hiretowork associate degree quantitywith regard to every contract adequate to the bigger of a) $1,500; or b) the applicable fees had the payments been processed through the Hiretowork Platform, plus 18%.
Notwithstanding the provisions set forth above, Users ( Both Freelancer as well as Client )may agree to provide or receiveservices outside of the Hiretowork Platform with Users identified through Hiretowork. If the Services are rendered more than three (3) years after the Client identifies the Freelancer through Hiretowork, no Hiretowork Fees or buyout provisions apply. If Services are rendered outside of Hiretowork less than three (3) years after the Client identifies the Freelancer through Hiretowork, payments for such Services will not be subject to the Hiretowork Fees, provided that the Client pays Hiretowork a "Buy-Out" amount in accordance with the procedure set forth below:
- Prior to contracting outside of Hiretowork to receive Services from a User identified through the Hiretowork system, the Client will notify Hiretowork in writing of its intent to pay the Buy-Out fee in lieu of the Hiretowork Fees.
- The Client will provide a good faith estimate of the then anticipated amount to be paid to the Freelancer for such Services during the one year period immediately following the date of such notice.
- The Client will pay or authorize Hiretowork to deduct from its account the greatest of (i) fifteen percent (15%) of the good faith estimate described above; (ii) 1 Year (52) times the "Average Weekly Hiretowork Fees" (as defined below); or (iii) five hundred dollars ($500). For purposes of the foregoing, the "Average Weekly Hiretowork Fees" means the average weekly amount of Hiretowork Fees that became due to Hiretowork based upon work performed for Client by the Freelancer over the four (4) weeks immediately preceding the buy-out notice described above, not counting any weeks in which no Hiretowork Fees became due.
If Client fails to pay amounts due under this Agreement, whether by cancelling Client's credit card, initiating an improper chargeback, or any other means, Client's Hiretowork account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Hiretowork for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys'' fees and other costs of collection as allowed by law. In its discretion, Hiretowork may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
Hold on funds.
In cases of fraud, abuse or violation of this Agreement, the Hiretowork Payment Guarantee shall be revoked and all monies due to the Freelancer may be held and/or reclaimed, not just those from the Contract(s) under investigation.
2.9 Enforcement of Agreement and Policies.
Hiretowork has the right, but not the obligation, to suspend or cancel your access to the Hiretowork Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our terms & condition. Without limiting Hiretowork's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Hiretowork Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate or found any wrong detail or information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for Hiretowork. Once your profile or account is suspended or terminated, you MAY NOT continue to use the Hiretowork Platform. If you use Hiretowork Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement could also be prosecuted to the fullest extent of the law and should lead tofurther penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the Hiretowork Platform, including data, messages, files and other material you keep on Hiretowork.
3. SERVICE CONTRACT TERMS BETWEEN CLIENT AND FREELANCER.
Unless otherwise agreed to in a writing signed by both Client and Freelancer, the terms and conditions of the Service Contract are as set forth in Sections 3.1 through 3.11 below ("Standard Terms"). Client and Freelancer may not agree to any other terms and conditions that affect the rights or responsibilities of Hiretowork.
Freelancer shall perform Services during a skilled and competent manner and shall timely deliver any agreed-upon Work Product.
3.2 Client Payments and Billing.
Client shall pay the agreed-upon amount for the approved project to Hiretowork, and Client will have no obligation of payment to Freelancer. Freelancer agrees that it will be paid solely by Hiretowork and Freelancer will not have any recourse against Client if Freelancer is not paid by Hiretowork. For payments under Fixed-Price Contracts, Client is billed immediately.
3.3 Termination of a Service Contract.
For Fixed-Price Contracts, the Client may terminate at any time but may not recover any payments already made. The Freelancer might terminate a Fixed-Price Contract at any time if no payment has been created. If a payment has been made on a Fixed Price Contract, the Freelancer may terminate only with the Client's consent or after the payment has been refunded.
3.4 Client Deliverables.
Client grants Freelancer a restricted, non-exclusive, voidable (at any time, at consumer's sole discretion) right to use the Client Deliverables as necessary for the performance of the Services.Client reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Deliverables. Upon completion or termination of the contract, or upon written request by the consumer, Freelancer shall right awaycome back all consumer Deliverables to the consumer and more agrees to purge all copies of consumer Deliverables and Work Product contained in or on Freelancer's premises, systems, or the other instrumentality otherwise underneathFreelancer's management.At intervals 10 (10) days of Client's request, Freelancer agrees to supply written certification to the client that every client Deliverables are came back or purged.
3.5 Work Product.
Proprietary Rights in Work Product shall be owned by Freelancer until payment has been made by Client, at which time Freelancer will be deemed to have assigned all Proprietary Rights in the Work Product to Client. For Fixed-Price Contracts, client has complete and sole discretion whether or not and the way a lot of to pay; but, if client doesn't pay fully, Freelancer would possibly terminate the contract by refunding any partial payment, and Freelancer will retain Proprietary Rights in Work Product. To the extent that underneath applicable law, Proprietary Rights can not be appointed, Freelancer herewith irrevocably agrees to grant, and herewith grants, to consumer AN exclusive (excluding conjointly Freelancer), perpetual, sealed, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner currentlyfamous or within the future discovered.To the extent such license grant isn't absolutely valid, effective or enforceable beneath applicable law, Freelancer herewith irrevocably agrees to grant, and herewith grants, to Client, such rights as consumer moderately requests so asto amass, as shut as doable, all rights comparable to full legal possession.In order to confirm that client are ready to acquire, good and use such Proprietary Rights, Freelancer will: (i) transfer possession, ownership, and title to media, models, and alternative tangible objects containing Work Product to client, as well as delivery of an entire copy of the source code for any software, documented in good detail to change a reasonably hot engineer to correct, integrate and modify it; (ii) sign any documents at client's request to help Client within the documentation, perfection and social control of its rights; and (iii) give client with support and cheap access to information for recording, perfecting, securing, defending, and imposing such Proprietary Rights in any and each one countries.In the case that below applicable law, Freelancer retains any rights of paternity, integrity, revealing and withdrawal and alternative the other rights that will be called or stated as "moral rights" (collectively "Moral Rights") or other inalienable rights to work Product or confidential this Agreement, Freelancer irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Freelancer cannot waive such rights
Freelancer's obligations under this Section 3.5 will continue even after Freelancer deregisters from or ceases use of the Hiretowork Platform.
3.6 Pre-existing Intellectual Property in Work Product.
Freelancer shall make sure that no Work Product created or delivered by Freelancer includes any pre-existing software, technology or alternative holding, whether or not such pre-existing holding is closely-held by Freelancer or a 3rd party as well as, while not limitation, code written by proprietary software companies or developers within the open source community (collectively "Pre-existing IP") while not getting the previous written consent of the client to the inclusion of such Pre-existing IP within the Work Product.Freelancer acknowledges that, while not limiting the other remedies, Freelancer shall not be entitled to payment for, and shall refund to client any payments antecedently created by client to Freelancer for, any Services performed on a contract if the Work Product contains any Pre-existing IP that wasn't approved in accordance with this Section 3.6.
3.7 Worker classification.
Client assumes all liability for correct classification of Freelancers as freelance contractors or staffsupported applicable legal pointers. This Agreement does not produce a partnership or agency relationship between Client and Freelancer. Freelancer doesn’t have authority to enter into written or oral - whether or not understood or categorical - contracts on behalf of Client. Freelancer acknowledges that Hiretowork does not, in any way, supervise, direct, or control Freelancer's work or Services performed in any manner. Hiretowork does not set Freelancer's location of work, nor is Hiretowork involved in determining if the compensation will be set at fixed rate or in setting the particular rate for a service contract. Hiretowork will not provide Freelancer with training or any equipment, labor or materials needed for a particular Contract. Hiretowork will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Freelancer will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Freelancer's performance of Services. For Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Freelancer. A Freelancer classified as independent contractor is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client. For Contracts classified as employer-employee relationships, Client will manage the Service Contract through the payrolling program made available on the Hiretowork Platform by a third-party payroll provider, where the Freelancer becomes on an agreement with predefined hourly wages where time and rate is already decided prior to start of work, employee of such third-party payroll provider and Freelancer and Client enter into appropriate additional agreements. Client and Freelancer agree to indemnify, hold harmless and defend Hiretowork from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Freelancer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Freelancer was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Hiretowork was an employer or joint employer of Freelancer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
3.8 Audit Rights.
Client and Freelancer every shall (i) create and maintain records to document satisfaction of its obligations underneath this Agreement and any contract, as well as while not limitation its payment obligations and compliance with tax laws, and (ii) offer copies of such records to Hiretowork upon request. Hiretowork, or Hiretowork's advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Freelancer's operations and records to confirm compliance. Nothing in this provision should be construed as providing Hiretowork with the right or obligation to supervise or monitor the actual Services performed by Freelancer.
3.9 Third Party Beneficiary.
Hiretowork is hereby named as a third party beneficiary of each Service Contract.
Service Contracts shall be governed by Sections 5 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.
3.11 Violation of Policy.
If we find suspicious account activity, we will put a hold on the transaction till further verification. Verification documents will requested from the parties involved. Requested verification documents could be Social Security Card, Driver’s License, Address Verification Documents, Identity Verification Documents, and/or Passport.
3.12 Entire Agreement.
The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed by Client and Freelancer shall constitute the entire agreement and understanding of Client and Freelancer with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
4. ACKNOWLEDGMENTS BY USER OF HIRETOWORK'S ROLE.
4.1 Service Contracts.
User expressly acknowledges, agrees and understands that: (i) the Hiretowork Platform is merely a venue where Users may act as Clients or Freelancers; (ii) Hiretowork is not a party to any Service Contracts between Clients and Freelancers; (iii) User recognizes, acknowledges and agrees that User is not an employee of Hiretowork and that Hiretowork does not, in any way, supervise, direct, or control User's work or Services; (iv) Hiretowork shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) Hiretowork has no control over Freelancers or over the Services promised or rendered by Freelancers; and, (vi) Hiretowork makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security or legality of any Services, and Hiretowork disclaims any and all liability relating thereto.
4.2 Proprietary Rights.
Hiretowork and its licensors reserve all Proprietary Rights in and to the Hiretowork Platform. User may not use the Hiretowork Platform except it is necessary to him for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. Hiretowork reserves the right to withdraw, expand and otherwise change the Hiretowork Platform at any time in Hiretowork's sole discretion. User shall not be entitled to create any “links” to the Hiretowork Platform, or "frame" or "mirror" any content contained on, or accessible through, the Hiretowork Platform, on any other server or internet-based device.
4.3 Hiretowork''s Compensation.
All Hiretowork Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.
4.4 Hiretowork as a Limited Agent
From time to time, a User may ask Hiretowork to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable a User to withdraw payments from User's foreign bank account). User hereby appoints Hiretowork as its agent for the limited purpose of executing documents that confirm User's activities on the Hiretowork Platform. Hiretowork will act on User's behalf and in a clerical capacity, without in any way restricting Hiretowork's rights or expanding Hiretowork's obligations under this Agreement or any Service Contract. Each User appoints Hiretowork as its agent to execute an Act of Acceptance or equivalent instrument on the User's behalf documenting payments made or to be made to Freelancers or to Hiretowork, if another User so requests.
5. INVOICES AND PAYMENT METHODS.
5.1 Formal Invoices and Taxes.
Hiretowork shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Freelancer Fees. Instead, Freelancer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer shall also be solely responsible for: (a) determining whether Freelancer or Hiretowork is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Hiretowork, as appropriate; and (b) determining whether Hiretowork is required by applicable law to withhold any amount of the Freelancer Fees, notifying Hiretowork of any such requirement and indemnifying Hiretowork (either by permitting Hiretowork to offset the relevant amount against a future payment of Freelancer Fees or by refunding to Hiretowork the relevant amount, at Hiretowork's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Hiretowork shall have the right, but not the obligation, to audit and monitor Freelancer's compliance with applicable tax laws as required by this Section 5.1. Further, in the event of an audit of Hiretowork, Freelancer agrees to promptly cooperate with Hiretowork and provide copies of Freelancer's tax returns, and other documents as may be reasonably requested for purposes of such audit.
5.2 Payment Methods.
Client hereby authorizes Hiretowork and its Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by Hiretowork or mutually agreed to between Client and Hiretowork).
5.3 Payment Guarantee.
The Payment Guarantee will not apply to Freelancers or Client while breach of this Agreement, where Freelancer does not meet clear specifications of the Service Contract, where the Freelancer is turned in to or complicit in another User's violation of this Agreement, or wherever there’s the other involvement in dishonorable activities or abuse of this Payment Guarantee.
5.4 Service Fee.
We charge 10% of total project value after credit card processing charges.
5.5 Payment Process.
Our payment process time is 5 to 7 days after completion of project
6. CONFIDENTIAL INFORMATION.
To the extent a Client or Freelancer provides direction to the opposite, the recipient shall shield the secrecy of the direction with a similar degree of care because it uses to guard its own direction, however in no event with but care, and shall not: (i) disclose direction to anyone except, within the case of Hiretowork, to any consumer or Freelancer engaged during a Contract; and (ii) use the direction, except as necessary for the performance of Services for the relevant contract (including, while not limitation, the storage or transmission of direction on or through Hiretowork Platform to be used by Freelancer).
If and once direction is not any longer required for the performance of Services for the relevant Contract, or at the Client's or Freelancer's written request (which could also be created at any time at Client's or Freelancer's sole discretion), client or Freelancer (as the case could be) shall promptly destroy or come back all direction and any copies thence contained in or on its premises, systems, or the other instrumentation otherwise beneath its management. every of client or Freelancer, as applicable, agrees to supply written certification to the party revealing the direction of compliance with this Section 6.2 among 10 (10) days once the receipt of revealingparty's written request to certify.
Without limiting Section 6.1, Client, Freelancer and Hiretowork shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.
7. WARRANTY DISCLAIMER.
HIRETOWORK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, HIRETOWORK PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIRETOWORK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST HIRETOWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
8. LIMITATION OF LIABILITY.
IN NO EVENT WILL HIRETOWORK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF HIRETOWORK TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY HIRETOWORK FEES RETAINED BY HIRETOWORK WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
9.1 Proprietary Rights.
Each User shall indemnify, defend and hold harmless Hiretowork and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys'' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or mission by such User infringes Proprietary Rights or other rights of any third party.
9.2 Indemnification by Client.
Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney’s fees and all related costs and expenses) arising from or relating to (i) such Client's use of Services, including without limitation claims by or on behalf of any Freelancer for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Client and a Freelancer.
9.3 Indemnification by Freelancer.
Each Freelancer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney’s fees and all related costs and expenses) arising from or relating to (i) such Freelancer's provision of Services, or (ii) any Service Contract entered into between such Freelancer and a Client.
10. TERM AND TERMINATION.
The term of this Agreement commences on the Effective Date and continues in result till terminated in accordance with Section 10.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account).
10.3 Consequences of Termination.
Termination shall not relieve Client of the need to acquire time spent and expenses incurred before to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to Client's credit card or other form of payment pursuant to Section 5.2 (Payment Methods). Subject to Section 2.9 (Dispute Resolution Policy).
Sections 4 through 12 of this Agreement shall survive any termination thereof.
Contact Information Sharing: Keep contact with potential clients inside Hiretowork. Your profile can't include your email, Skype contact information, or links to any sites that include a way to contact you outside of Hiretowork. This includes a link to your personal website or a third-party profile or certification (like LinkedIn).
11.1 Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
11.2 Side Agreements.
Section 11.1 however, Client and Freelancers might enter into any supplemental or utterly completely different instrument that they contemplate applicable (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, can govern and follow any term or condition in an exceedingly facet agreement that purports to expand Hiretowork's obligations or limit Hiretowork's rights below this Agreement.
User shall not violate any laws or third party rights on or related to the Hiretowork Platform. Without limiting the generality of the preceding, User agrees to go with all applicable import and export management laws and third parties Proprietary Rights.11.4 Notices: Consent to Electronic Notice.
You consent to the utilization of (a) electronic means to finish this Agreement and to deliver any notices consistence to the current Agreement; and (b) electronic records to store infoassociated with this Agreement or your use of the Hiretowork Platform. Notices hereafter shall be invalid unless created in writing and given (a) by Hiretowork via email (in every case to the e-mail address that you simply provide), (b) a posting on the Hiretowork website or (c) by you via email to firstname.lastname@example.org or to such different addresses as Hiretowork might specify in writing. The date of receipt are deemed the date on that such notice is transmitted.
No modification or change to the current Agreement shall be binding upon Hiretowork unless in an exceedingly written instrument signed by a punctually approved representative of Hiretowork. For the needs of this Section 11.5, a written instrument shall expressly exclude electronic communications like email and electronic notices however shall embody facsimiles.
11.6 No Waiver.
The failure or delay of either party to exercise or enforce any right or claim doesn't represent a relinquishment of such right or claim and shall in no approach have an effect on that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without Hiretowork's prior written consent in the form of a written instrument signed by a duly authorized representative of Hiretowork (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Hiretowork may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is command extrajudicial, invalid, or unenforceable in whole or partially beneath applicable law, such provision or such portion thence shall be ineffective on the jurisdiction during which it's extrajudicial, invalid, or unenforceable to the extent of its unlawfulness, invalidity, or unenforceability, and shall be deemed changed to the extent necessary to adapt to applicable law thus on offer the utmost impact to the intent of the parties.The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
11.9 Choice of Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, ("Claims") shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.10 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue.
Hiretowork and User hereby agree that any Claims shall first be settled through negotiation or according to the Dispute Resolution Policy set forth in Section 2.9 above. If a Claim other than a Claim for injunctive or other equitable relief remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by both parties and by Hiretowork, as applicable. You agree that any Claim you may have against Hiretowork, if not resolved as set forth above, must be resolved by the Illinois state courts of United States County. You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
11.11 Prevailing Language.
The English language version of this Agreement shall be dominant altogether respects and shall prevail merely simply just in case of any inconsistencies with translated versions, if any.
“Affiliate(s)” means any company under common ownership and control with Hiretowork.
"Agency" suggests that a lawfully recognized entity with the power to hire and/or contract.
"Average Weekly Hiretowork Fees" means the average weekly amount of Hiretowork Fees that became due to Hiretowork based upon work performed for Client by the Freelancer over the four (4) weeks immediately preceding the buy-out notice, not counting any weeks in which no Hiretowork Fees became due.
"Claim" means any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract.
"Client" means any User utilizing the Hiretowork Platform to request Services to be performed by a Freelancer. From time to time, Hiretowork may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Hiretowork when acting in this way.
"Client Deliverables" means that directions, description, requests, holding, personal information and the other materials that a Freelancer receives from a Client for a specific Contract.
"Confidential Information" means that client or Freelancer Deliverables (Work Product, and the other data provided to, or created by, a User) for a contract, despite whether or not in tangible, electronic, verbal, graphic, visual or different type. confidential data doesn't embrace material or information that: (a) is usually best-known by third parties as a results of no act or omission of Freelancer or Client; (b) after speech act hereinafter, was lawfully received while not restriction on speech act from a 3rd party having the proper to circularise the information; (c) was already best-known by User before receiving it from the opposite party and wasn't received from a 3rd party in breach of that third party's obligations of confidentiality; or (d) was severally developed by User while not use of steer.
"Effective Date" means that the date of acceptance of this Agreement (For Ex. At the time of signup).
"Fixed-Price" means a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Contract, for the completion of all Services requested by Client for such Contract.
"Fixed-Price Contract" means a Service Contract for which Client is charged a Fixed-Price.
"Freelancer" means any individual User utilizing the Hiretowork Platform to offer Services to Clients.
"Freelancer Deliverables" means that directions, requests, belongings and the other data or materials that a client receives from a Freelancer for a selected contract.
"Freelancer Fees" means: Fixed-Price Contract, the Fixed-Price made by a Client for a Service Contract.
"Indemnified Party" means Hiretowork and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.
"Moral Rights" means any rights of paternity or integrity or disclosure or withdrawal or any other rights that may be known as or referred to as "moral rights".
"Hiretowork Platform" means the online platform operated by Hiretowork, including related software and services, that allows Clients and Freelancers to identify each other and enable them to buy and sell Services online.
"Pre-Existing IP" means pre-existing package, technology or alternative property, whether or not such pre-existing property is closely-held by Freelancer or a third party together with, without limitation, code written by proprietary package firms or developers within the open supply community.
"Proprietary Rights" means any and every one rights, title, possession and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and different rights to property, recognized in any jurisdiction, whether or notor not formed.
"Service Contract" means that a specific project or set of in progress tasks for which a Client has requested Services to be performed by a Freelancer and also the Freelancer has united on the Hiretowork Platform.
"Services" means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services or any other human services.
"The Site" means our website located at www.Hiretowork.com.