- USER AGREEMENT
- FEE AND PAYMENT METHODS AGREEMENT
- PROPRIETARY RIGHTS INFRINGEMENT REPORTING PROCEDURES
- HOURLY, BONUS, AND EXPENSE PAYMENT AGREEMENT
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and LexInnova Technologies LLC (“Company”, “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.lexinsight.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), applications and products that are accessible through the Site and all mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
Subject to the conditions set forth herein, Company may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Company, Company will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
1. DIGITAL SIGNATURE
By registering for a LexInsight account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from Company or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
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 the Terms of Service that we or our Affiliates 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 U.S. 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 revoke your access to the Site and the Site Services, and you will no longer be permitted 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.
2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on an operating system like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
3. LEXINSIGHT ACCOUNTS
3.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. Company offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of LexInsight Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Company reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Company’s sole discretion.
You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) 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 U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
3.2 ACCOUNT REGISTRATION; PROFILE
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Contractor, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Contractor Account without express written permission from us. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business to Company, if it is a separate legal entity. You authorize Company, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
3.4 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account.
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Company to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.
3.5 MARKETPLACE FEEDBACK
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Company post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. The Company may put in place systems (using software as well as processes) in future to find the Contractor’s efficiency at providing services. You further acknowledge and agree that Company will make feedback results available to other marketplace Users, including composite or compiled feedback. Company provides this feedback system as a means through which Users can share their opinions publicly and Company does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback relate only to the business advertised in the Contractor Profile and not to any individual person. You agree not to use the feedback to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Company is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Company reserves the right (but is under no obligation) to remove posted feedback or information that, in Company’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Company of any error or inaccurate statement in your feedback results and that if you do not do so, Company may rely on the accuracy of such information.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Contractors can identify each other and advertise, buy, and sell Legal Services online. Subject to the Terms of Service, Company provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for legal Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship between Client and Contractor). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay through one of the methods described in the Fee and Payment-modes Agreement.
5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CONTRACTOR
5.1 SERVICE CONTRACTS
You acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) the Hourly, Bonus and Expense Payment Agreement; (b) Fee and Payment Methods Agreement; (c) Service Contract specifying the Engagement terms between the Client and Contractor to the extent that the terms do not, and do not purport to, expand Company’s obligations or restrict Company’s rights under the Terms of Service; (d) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand Company’s obligations or restrict Company’s rights under the Terms of Service; and (e) Payment Contract accepted by the Client, Company and Contractor to the extent that the provisions do not, and do not purport to, expand Company’s obligations or restrict Company’s rights under the Terms of Service (f) any other contractual provisions accepted by both the Client and the Contractor, to the extent that the provisions do not, and do not purport to, expand Company’s obligations or restrict Company’s rights under the Terms of Service. You acknowledge and agree that Company is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Company and any Contractor.
6. PAYMENT TERMS
6.1 SERVICE FEE; PAYMENT PROCESSING FEES
If Users choose hourly billing arrangement, then the Users agree that they will be bound by the Hourly, Bonus and Expense Payment Agreement. Further, the Users agree to be bound by the Fee and Payment Methods Agreement which specifies the applicable Company Service fee and/or Payment Processing Fee.
6.2 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
Company does not introduce Clients to Contractors and does not help Contractors secure Engagements. Company merely makes the Site Services available to enable Contractors to do so themselves. Therefore, Company does not charge a fee when a Contractor finds a suitable Client or finds an Engagement. However, a Client and a Contractor are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below.
6.3 DISBURSEMENTS TO CONTRACTORS
The Client and Contractor agree to enter into into an Agreement (“Payment Contract”) with the Company, which specifies the terms and duration of the standard Billing cycle for the purpose of raising invoices and making payments, to the extent that such terms do not, and do not purport to, expand Company’s obligations or restrict Company’s rights under the Terms of Service. Company will raise invoice as per the standard Billing cycle as defined in the Payment Contract, which will include (i) all undisputed time billed by the Contractor during the current payment cycle, (ii) Company’s Service fee as applicable, and (iii) Any expense or miscellaneous payment directly billed to the Client. Client will make payment to the Company and Company will disburse funds to the Contractor, after deducting amounts equivalent to the sum of Service fee and Payment Processing fee, as applicable.
Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, Company may hold the disbursement of the Contractor Fees. Additionally, Company may also hold the disbursement of the Contractor Fees if: (a) we require additional information, such as Contractor’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Contractor Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law, (f) The Client has failed to make payment for the work done by the Contractor.
In cases of fraud, abuse, or violation of the Terms of Service, Company reserves the right to revoke any payments and to hold and reclaim all Contractor Fees due to Contractor (not just the Contractor Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Contractor. You agree that we have the right to obtain such reimbursement, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for revocation of your access to the Site.
If Client fails to pay the Contractor Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, Company may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Contractor Services. Without limiting other available remedies, Client must pay Company upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Company, at our discretion, may set off amounts due against other amounts received from or held by Company for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.5 NO RETURN OF FUNDS
Client acknowledges and agrees that Company will charge Client’s designated Payment Method for the Contractor Fees. Therefore, and in consideration of the Site Services provided by Company, Client agrees that once Company charges the Client’s designated Payment Method for the Contractor Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Contractor Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Company may dispute or appeal the chargeback and institute collection action against Client.
6.6 FORMAL INVOICES AND TAXES
Company will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Contractor Fees. Contractor will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Contractor Fees and for issuing any invoices so required. Contractor will also be solely responsible for determining whether: (a) Contractor or Company 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 Contractor Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Company, as appropriate; and (b) Company is required by applicable law to withhold any amount of the Contractor Fees and for notifying Company of any such requirement and indemnifying Company (either by Company, at our sole discretion, offsetting the relevant amount against a future payment of Contractor Fees to Contractor or Contractor reimbursing Company for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Company, Contractor agrees to promptly cooperate with Company and provide copies of Contractor’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Contractor is engaging in an independent business as represented to Company.
6.7 PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
Client hereby authorizes Company to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts will be charged by Company.
When Client authorizes the payment of the Contractor Fees on the Site, Client automatically and irrevocably authorizes and instructs Company to charge Client’s Payment Method for the Contractor Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Company to charge Client’s Payment Method for the Contractor Fees.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
You acknowledge and agree that a substantial portion of the compensation Company receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). Company only receives this Service Fee when a Client and a Contractor pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “LexInsight Relationship”). You may opt-out of this obligation with respect to each Client-Contractor relationship only if Client or prospective Client or Contractor pays the Company for each such relationship an “Opt-Out Fee” of $10,000.
To pay the Opt-Out Fee, you must request instructions by sending an email message to email@example.com.
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
• Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
• Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
• Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
You agree to notify Company immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Company by sending an email message to: firstname.lastname@example.org.
If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
8. SERVICE CONTRACT TERMS
Unless otherwise expressly agreed to in writing by both Users, the default terms and conditions of the Service Contract that a Contractor enters directly with a Client when the Contractor agrees to provide Services to the Client are as set forth in this Section 8. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of Company or violate the Terms of Service. Company is not a party to any Service Contract by or between Users.
Users agree that the terms concerning the Service Contract described on the Site, including Contractor Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.
Contractor will perform the Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Services will be determined and controlled solely by Contractor, which is engaged by Client as an independent contractor.
To ensure accurate billing, work billed for Hourly Contracts under a Contractor’s Account must be performed only by the Contractor that has the Account. The Contractor agrees not to subcontract with or employ third parties to perform Services on behalf of the Contractor for any Engagement.
8.3 DISPUTE RESOLUTION
With respect to disputes arising between Clients and Contractors, you agree to abide by the dispute resolution provisions set forth in the Hourly, Bonus, and Expense Payment Agreement that apply to your particular Service Contract.
8.4 TERMINATION OF A SERVICE CONTRACT
Under Hourly Contracts, either Client or Contractor has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Contractor Fees for any Services provided prior to termination of the Hourly Contract.
8.5 INTELLECTUAL PROPERTY RIGHTS
CERTAIN DEFINED TERMS
The following capitalized terms have the following meanings:
“Background Technology” means all Inventions developed by Contractor other than in the course of providing Services to Client under the Service Contract and all Inventions that Contractor incorporates into Work Product.
“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Contractor for Contractor to perform Services.
“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
Contractor will disclose in the Engagement Terms any Background Technology which Contractor proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Contractor discloses no Background Technology, Contractor warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Contractor will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Contractor, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Contractor agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
LICENSE TO BACKGROUND TECHNOLOGY
Upon Contractor’s receipt of full payment from Client for delivery of Work Product, Contractor hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, 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, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
Client grants Contractor a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Contractor will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Contractor’s premises, systems, or any other equipment or location otherwise under Contractor’s control. Within ten days of such request from Client, Contractor agrees to provide written certification to Client that Contractor has returned or destroyed all Client Materials and Work Product as provided in this subsection.
OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
Upon Contractor’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Contractor has any Intellectual Property Rights to the Work Product that are not owned by Client upon Contractor’s receipt of payment from Client, Contractor hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Contractor retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.
LICENSE TO OR WAIVER OF OTHER RIGHTS
If Contractor has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Contractor, Contractor hereby automatically, upon Contractor’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Contractor, 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 Contractor has any rights to such Work Product that cannot be assigned or licensed, Contractor hereby automatically, upon Contractor’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
Contractor will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Contractor’s signature on any document needed in connection with the foregoing, Contractor hereby designates and appoints 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 Contractor.
A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.6 WORKER CLASSIFICATION
Client is responsible and assumes all liability for determining whether Contractors are independent contractors or employees and engaging them accordingly; Company disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Contractor does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Company. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship. A Contractor classified as an independent contractor is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client.
9. RECORDS OF COMPLIANCE
Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and (2) provide copies of such records to Company upon request. Nothing in this subsection requires or will be construed as requiring Company to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
10. RELATIONSHIP WITH COMPANY
Company is not a party to the dealings between Client and Contractor, including posts, proposals, screening, selection, contracting, and performance of Services. Company does not introduce Contractors to Clients or help Contractors find Engagements. Company merely makes the Site Services available to enable Contractors to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Contractors for themselves. Company does not, in any way, supervise, direct, or control Contractor or Contractor’s work. Company does not set Contractor’s work hours, work schedules, or location of work, nor is Company involved in determining Contractor Fees. Company will not provide Contractor with training or any equipment, labor, or materials needed for a particular Service Contract. Company does not provide the premises at which the Contractor will perform the work. Company makes no representations about, and does not guarantee the quality, safety, or legality of, the Services; the truth or accuracy of Contractor’s listings on the Site; the qualifications, background, or identities of Users; the ability of Contractors to deliver the Services; the ability of Clients to pay for the Services; or that a Client or Contractor can or will actually complete a transaction.
Company does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Contractor, each of which is 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 The Contract Attorney’s performance, and Client’s acceptance, of Services.
You acknowledge and agree that the Company is not required to and may not verify any feedback or information given to us by Contractors or Clients, nor is the Company required to perform background checks on Contractors or Clients.
You hereby acknowledge and agree that Company may provide information on the Site about a Contractor or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Contractors or Clients voluntarily submit to Company and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Company; Company provides such information solely for the convenience of Users.
11. THIRD-PARTY BENEFICIARY
Users appoint Company as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Company hereunder. For example, Section 5.1(c), Section 5.1(d) and Section 5.1(e) of this Agreement prohibit certain terms in any Service Contract and Company is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that Company has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Company, except and solely to the extent expressly stated in this Agreement.
12. COMMUNICATIONS FROM YOU TO COMPANY
All notices to Company or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn:19925 Stevens Creek Blvd, Suite 100, Cupertino, CA 95014; or (c) in writing via email to email@example.com. All such notices are deemed effective upon receipt by Company. Company does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Company or its registered agent for service of process.
13. COMPANY’S ROLE
13.1 SERVICE CONTRACTS
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Contractors; (b) Company is not a party to any Service Contracts between Clients and Contractors; (c) you are not an employee of Company, and Company does not, in any way, supervise, direct, or control the Contractor or the Services; (d) Company will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) Company has no control over Contractors or the Services offered or rendered by Contractors; and (f) Company makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security, or legality of any Services, and Company disclaims any and all liability relating thereto.
14. LICENSES AND THIRD-PARTY CONTENT
14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with the Terms of Service, Company grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than the Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Company’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Company’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Company. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Company and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Company logos and names are trademarks of Company and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Company’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
14.2 USER CONTENT LICENSE
When you post User Content on the Site or through the Site Services or provide Company with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Company may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Company and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Company under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas known or developed by Company or obtained from sources other than you.
14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Company and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Company or any third party.
14.4 THIRD-PARTY VERIFICATION
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Company. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Company’s authorized employees acting in their official capacities.
14.5 LINKS AND APPLICATIONS
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Company is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
14.6 MOBILE AND OTHER DEVICES
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
14.7 SITE UPDATES
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. Company reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Company will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
15. CONFIDENTIAL INFORMATION
To the extent a Client or Contractor provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of the Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Contractor); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of the Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
If and when Confidential Information is no longer needed for the performance of the the Services for a Services Contract or at Client’s or Contractor’s written request (which may be made at any time at Client’s or Contractor’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting Section 15.1 (Confidentiality), Client, Contractor, and Company will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of the Services for a Services Contract.
16. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMPANY MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPASNY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
17. LIMITATION OF LIABILITY
Company is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
• your use of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to your account;
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL COMPANY, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF COMPANY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY COMPANY WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CONTRACTOR DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, 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. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Company is not a party to any contract between Users, you hereby release Company, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees 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 any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Services provided to Client by a Contractor and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.3 (Dispute Resolution).
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that Company failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless Company, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Contractor as an independent contractor; the classification of Company as an employer or joint employer of Contractor; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
20. AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Company expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to firstname.lastname@example.org. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Company from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting Company’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Company or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Company’s prior written consent. If you attempt to use the Site 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 owed by you to the extent permitted by applicable law.
Without limiting Company’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Company or our Affiliates under the Terms of Service, you must pay Company, and you authorize Company or its Affiliate to charge you, for all fees owed to Company and our Affiliates and reimburse Company for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of Company’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Company will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Company will have no liability whatsoever.
20.1 ENFORCEMENT OF AGREEMENT
Company has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Company’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Company.
20.2 CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for the Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Company to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Company will pay Contractor, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF COMPANY DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, COMPANY HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
21. CANCELLATIONS, REFUNDS, AND DISPUTES
21.1 DISPUTE PROCESS AND SCOPE
For disputes arising between Clients and Contractors, you agree to abide by the dispute process that is explained in the Hourly, Bonus, and Expense Payment Agreement that applies to your particular Service Contract.
If a dispute arises between you and Company or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Company, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Company (including any claimed employment with Company or one of its Affiliates or successors), the termination of your relationship with Company, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, any payments or monies you claim are due to you from Company or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Company or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
21.2 CHOICE OF LAW
This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
21.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify Company of the Claim at Attn: 550 Westcott St, Suite 530 TX 77007 or by email to email@example.com, and Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Company must include pertinent account information, a brief description of the Claim, and Company’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Company, and our Affiliates agree to resolve the Claim by binding arbitration before the Dallas based arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Company ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in Harris County, Texas in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Contractors that allege employment or worker classification claims will be conducted within 25 miles of where the Contractor is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Company will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Contractor will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Company may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.
Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Company agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
C. CLASS ACTION AND JURY TRIAL WAIVER
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Company agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Company agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Company may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
D. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying the Company in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to the Company at Attn:19925 Stevens Creek Blvd, Suite 100, Cupertino, CA 95014 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to firstname.lastname@example.org
22.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Company relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Company drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Company because of the authorship of any provision of the Terms of Service.
22.2 SIDE AGREEMENTS
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Contractors may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Company’s obligations or restrict Company’s rights under the Terms of Service.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to the Terms of Service will be binding upon Company unless in a written instrument signed by a duly authorized representative of Company. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by Company to the Site from time to time.
22.5 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect 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 such party.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Company’s prior written consent in the form of a written instrument signed by a duly authorized representative of Company (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Company may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will 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.
22.8 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 20.3.
22.9 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Company makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Company.
“Client” means any authorized User utilizing the Site to seek and/or obtain Contractor Services from another User. From time to time, Company may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Company when Company acts in this way.
“Client Deliverables” means requests, intellectual property, and any other information or materials that a Contractor receives from a Client to perform the Services.
“Confidential Information” means Client Deliverables, Contractor Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing the Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Contractor or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an engagement for Contract Attorney Services that a Contractor provides to a Client under a Service Contract on the Site.
“Contractor” means any authorized User utilizing the Site to advertise and provide Services to Clients.
“Contractor Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Contractor for a particular Service Contract.
“Contractor Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Contractor in the Time Logs, multiplied by the hourly rate set by the Contractor;
“Services” means all services performed for or delivered to Clients by Contractors.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Contractor.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Company, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Company may accept from time to time in our sole discretion.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Contractor governing the Services to be performed by a Contractor for Client for an Engagement; or the additional agreements referenced in Section 5.1 (Service Contracts).
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Time Logs” means the report of hours recorded for a stated period by a Contractor for the Services performed for a Client.
“LexInsight Team Software” means the online platform accessed using LexInsight’s downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to LexInsight.
“Work Product” means any tangible or intangible results or deliverables that Contractor agrees to create for, or actually delivers to, Client as a result of performing the Contractor Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
24. CONTACTING US
If you have questions or need assistance, please contact Customer Support at email@example.com.
Effective Date: August 18, 2016
FEE AND PAYMENT METHODS AGREEMENT
This Fee and Payment Methods Agreement (this “Agreement”) provides information on the fees Company and its Affiliates charge for use of the Site’s communication, invoicing, dispute resolution and payment services, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
By continuing to use the Site or the Site Services on or after the Effective Date, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
1. SERVICE FEES CHARGED TO CONTRACTORS
There are no charges to submit Project bids on the Site or to apply for or participate in any bid. Instead, pursuant to the User Agreement, Company charges Contractors a Service Fee of 15% of the Contractor Fees for each Engagement entered through the Site. Where applicable, Company may also collect taxes on Service Fees.
When Client submits a bid for a Project, the Company will display the hourly rates of the Contractor, which does not include amount of the Service fee charged by the Company.
2. PAYMENT PROCESSING FEES CHARGED TO CLIENT
If the Client pays the Contractor Fees and other fees owed under the Terms of Service using the Site’s online payment system, we will charge Clients a payment processing and administration fee of 2.75% of the total amount of each payment made for the Site Services (the “Payment Processing Fee”), except as otherwise provided in this Agreement. We will notify you of the date when we will begin charging the Payment Processing Fee by email and by posting a notice on the Site.
3. AUTHORIZATION FOR ACH DEBITS AND CREDITS
If and to the extent permitted by Company in its sole discretion, Clients may pay Contractor Fees and other fees owed under the Terms of Service from their designated bank accounts. Subject to Company’s eligibility requirements, if you elect to pay Contractor Fees and other fees owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize COMPANY to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such fees pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 3 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 3.
You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 3. However, we assume no responsibility for our failure to do so.
You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.
Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account.
All notifications to the Company may be sent by writing email to us at firstname.lastname@example.org or by sending mail to19925 Stevens Creek Blvd, Suite 100, Cupertino, CA 95014.
WHAT ARE COOKIES?
Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.
WHAT ARE COOKIES USED FOR?
Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.
WHAT TYPES OF COOKIES DOES COMPANY USE?
The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, Company uses all of these categories on the Site. You can find out more about each cookie category in the sections below.
STRICTLY NECESSARY COOKIES
These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.
These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.
These cookies allow the Site to remember choices you make (such as your user name, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.
We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html.
TAILORED CONTENT COOKIES
Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.
These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.
HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?
The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.
FIRST AND THIRD PARTY COOKIES
First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Site.
HOW TO CONTROL AND DELETE COOKIES THROUGH YOUR BROWSER
The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site for example applying for a job or posting a job. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.
1. INFORMATION COLLECTION
Users of the Service may be Clients (anyone utilizing the Company platform to request services to be performed by a Contractor) or Contractors (any company, individual user, or groups of associated individual users.
Information You Provide to Us
• Personal Information: In the course of using the Service (whether as a Client or Contractor), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, postal address and phone number.
• Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
• Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, social security number (SSN) to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
• General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Company has collected Personal Information from your child, please contact us at: email@example.com.
• Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Company registered and non-registered users (“Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Users.
• Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Company will treat the combined information as Personal Information.
• Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First, last name and email address when you provide it to us for the purpose of adding your contacts to a message room.
Information Received from Third Parties
Information Collected from Users Automatically
We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
The technology used to collect information automatically from the Users may include the following:
• Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Company Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Users interact with the Service and to monitor aggregate usage by Users and web traffic routing on the Service). You may be able to instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all functionality of the Service.
We use Local Storage, such as HTML5, to store content information and preferences. Third parties with whom we partner to provide certain features on our website or to display advertising based upon your web browsing activity also use HTML5 to collect and store information. Various browsers may offer their own management tools for removing HTML5.
• Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
• Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
HOW WE RESPOND TO DO NOT TRACK SIGNALS
Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Company does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
User Profiles You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Users and the general public subject to the privacy choices you make within your Company Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.lexinsight.com.
Community Forums The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Company and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Company Forum Rules and our Terms of Service.
To request removal of your personal information from our blog or community forum, contact us at https://support.lexinsight.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
Testimonials We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.lexinsight.com.
Work Listings Through the Service
If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Contractors performing work for the Client, Client feedback and rating information and timing of project performance.
We collect feedback from Users about their experience with other Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service.
Email to Friends and Referral Program
Company lets you send project postings to friends via email. Company also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Company stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
Your friend may contact us at firstname.lastname@example.org to request that we remove this information from our database.
Social Networking Services
You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., LinkedIn and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Company is not responsible for it.
The Company Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such SNS. You can disable the link between your Company account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Company account and your SNS account will terminate as well.
2. USE AND RETENTION OF INFORMATION
WE USE INFORMATION WE COLLECT:
• To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid and for compliance and internal business purposes;
• To contact you with administrative communications and Company newsletters, marketing or promotional materials (on behalf of Company or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Opting Out section, below;
• To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online;
• To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent;
• To assess your proposal to perform a contractual project for Company and prepare related governmental and internal statistics reports;
• To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Company or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Users; and
UNLESS YOU REQUEST THAT WE DELETE CERTAIN INFORMATION (SEE CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT BELOW), WE RETAIN THE INFORMATION WE COLLECT FOR AT LEAST 5 YEARS AND MAY RETAIN THE INFORMATION FOR AS LONG AS NEEDED FOR OUR BUSINESS AND LEGAL PURPOSES.
3. INFORMATION SHARING AND DISCLOSURE
• Information about Contractors Shared with Clients: We share information regarding Contractors working on a Client project, including information in work history, with Clients. Note that if a Contractor is suspended from the Company Service, we may share that information with Clients for whom that Contractor has worked or applied for work. If you choose to apply for work as a Contractor via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Contractor Profile.
• Information about Clients Shared with Contractors: If you have entered into a service contract with another user, we may provide him/her with your name, address, or tax ID or SSN in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
• Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Company’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
• Legal and Investigative Purposes: Company will share information with government agencies as required by law, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), at the request of governmental authorities or other third parties conducting an investigation, to protect the property and rights of Company or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Users, and may do so in cooperation with third parties at our discretion.
• Internal and Business Transfers: Company may share information, including Personal Information, with its parent company LexInnova Technologies LLC., subsidiaries, and affiliates, primarily for business and operational purposes. We may sell, transfer or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
• Sweepstakes, Contests and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
4. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
Company works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including Cookies and Web Beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us.
5. YOUR CHOICES AND OPTING OUT
Registered Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Users who access the Service by using a Company mobile application may, with permission, receive push notifications. Similarly, registered Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
6. CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT
You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information, and you must update any changes through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Company Service (once you logged in, visit settings/ user settings, and then click on the close my account link). We will use commercially reasonable efforts to honor your request; however, certain information will actively persist on the Service even if you close your account, including information about your Work History and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally or for our administrative purposes. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Company can delete all copies of information that has been previously shared with others on the Service.
Company takes commercially reasonable steps to help protect and secure the information it collects and stores about Users. All access to the Site is encrypted using industry-standard transport layer security technology (TLS). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (SSL). We also use HTTP strict transport security to add an additional layer of protection for our Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your personal data, Company cannot ensure and does not warrant the security of any information you transmit to us.
8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
9. LINKS TO OTHER SITES
Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
10. PUBLIC PROFILE
The profile you create on our site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Company. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Company, please report it at https://support.lexinsight.com.
12. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please send your request to the following email address: email@example.com or write to us at the following mailing address:
LexInnova Technologies, LLC
19925 Stevens Creek Blvd, Suite 100, Cupertino, CA 95014
You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
13. CHANGES TO THIS POLICY
14. CONTACTING US
PROPRIETARY RIGHTS INFRINGEMENT REPORTING PROCEDURES
LexInnova Technologies LLC (“Company”, “our”, “us” or “we”) provides this Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at www.lexinsight.com (the “Site”). These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes.
If you are a proprietary rights owner and you believe someone is using Company to infringe your proprietary rights, you may provide Company with the notice described below (the “Notice”) by email to firstname.lastname@example.org or by postal mail to Attn:19925 Stevens Creek Blvd, Suite 100, Cupertino, CA 95014. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(c) (3).
In response to your Notice, Company may remove or disable access to the allegedly infringing material, and take such other actions we deem appropriate in our sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter Notice”) as described below.
Please include the following items in your Notice, and number them as follows:
1. Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
2. Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
3. Identify yourself by name. Provide your address, telephone number, and email address.
4. Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
5. Include the following statement: “I have a good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
6. Include the following statement: “The information in this notice is accurate.”
7. Include the following statement: “I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
8. Sign and date the Notice.
The owner or administrator of the allegedly infringing material may provide Company with a Counter Notice by email to email@example.com or by postal mail to Attn:19925 Stevens Creek Blvd, Suite 100, Cupertino, CA 95014. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).
In response to your Counter Notice, Company may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others.
Please include the following items in your Counter Notice, and number them as follows:
1. Identify the website, webpage, posting, profile, feedback, or other material that Company has removed or to which Company has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled.
2. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you.
3. Include a statement that you consent to the jurisdiction of the Federal District Court for Harris County, Texas, and that you will accept service of process from the person who provided the Notice or from an agent of that person.
4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
5. Sign and date the Counter Notice.
Please bear in mind that Company cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.
HOURLY, BONUS, AND EXPENSE PAYMENT AGREEMENT
If Client and Contractor enter into an Hourly billing arrangement, if Client makes a bonus or expense payment to Contractor, this Hourly, Bonus, and Expense Payment Agreement (“Agreement”) applies.
To the extent permitted by applicable law, we may modify this Agreement, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
1. DIGITAL SIGNATURE
By clicking to accept an hourly billing arrangement or make a bonus and expense payment, Client and Contractor are deemed to have executed this Agreement electronically, effective on the date Client clicks to accept Contractor’s bid or Contractor accepts the invite for a project, pursuant to Texas Business and Commerce Code Chapter 322 and the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
2. MAKING OR RECEIVING AN HOURLY PAYMENT
2.1 TIME LOGS
For Hourly Contracts, Contractors will report their billed hours (“Time Log”) on a weekly basis. Contractor irrevocably authorizes and instructs Company, as its agent, to (i) create an invoice on behalf of Contractor for payment due based upon the hours recorded on the weekly Time Log; and (ii) submit the invoice on behalf of Contractor to Contractor’s Client for payment.
By recording time on a weekly Time Log and allowing an invoice to be created based on that Time Log, Contractor represents and warrants that (i) Contractor has completed the applicable Contractor Services fully and satisfactorily; and (ii) the hours Contractor reports are true, accurate, and complete.
2.2 TIME LOG REVIEW
Client must review and approve or dispute the weekly Time Log within 96 (ninety-six) hours following generation of the Time Log. Ninety-six hours following submission of the Time Log, Client will be deemed to have approved all undisputed time and will be liable to pay for it as per the agreed payment cycle and other agreed terms.
2.3 BILLING CYCLE
The Client, Company and Contractor will raise invoices and making payments as per the standard Billing cycle mutually agreed upon by all parties. Company will raise invoice as per the standard Billing cycle, which will include (i) all undisputed time billed by the Contractor during the payment cycle, (ii) Company’s Service fee and Payment Processing Fee, as applicable, and (iii) Any expense or miscellaneous payment directly billed to the Client. Client will make payment to the Company and Company will disburse funds to the Contractor, after deducting amounts equivalent to the sum of Service fee and Payment Processing fee, as applicable.
3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
Client may also pay Contractor a bonus, tip, expense, or other miscellaneous payment, at Client’s discretion, using the Site. To pay a bonus to a Contractor, Client must follow the instructions and links on the Site and provide the information requested.
4. INSTRUCTIONS TO PAY IRREVOCABLE
Client’s instruction to Company and its wholly owned subsidiaries to pay a Contractor is irrevocable. Such instruction is Client’s authorization to transfer funds to Contractor or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Contractor, Company will transfer funds to the Contractor and that Company, Company’s subsidiaries, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Company or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.
5. DISPUTES BETWEEN CLIENT AND CONTRACTOR
5.1 DISPUTES INITIATED VIA THE PLATFORM
Client may dispute Contractor’s hours reported in the Time Log for the prior week (Sunday 12:00 a.m. midnight UTC to) within 96 (ninety-six) hours (the “Dispute Period”) following Time Log Deadline, which is Sunday 11:59 p.m. UTC. Once the Dispute Period expires, Client will be deemed to have accepted the Contractor Services and Contractor Fees and can no longer dispute them. Disputes can only address the hours billed, not the quality of the Contractor Services or the Work Product provided under Hourly-Rate Contracts. If Client disputes Contractor’s hours reported in the Time Log during the Dispute Period, Client and Contractor are encouraged to resolve the dispute between themselves. If Client and Contractor fail to come to a resolution, Company will promptly investigate the Time Log and determine, in our sole discretion, whether an adjustment is appropriate. Company’s determination of such dispute shall be final.
Client may choose to approve Contractor’s work prior to the end of the Dispute Period.
You further acknowledge and agree that Company and Affiliates are not and will not be a party to any such dispute. Company may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Contractor.
5.2 COMPANY DISPUTE ASSISTANCE
Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Client to Contractor. If Client or Contractor contacts Company via support ticket within 30 days of the date of the last payment from Client to Contractor and requests non-binding dispute assistance for any dispute among between (a “Dispute”), Company will attempt to assist Client and Contractor by reviewing the Dispute and proposing a mutual, non-binding resolution. Company will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.
• The Company Disputes team will notify Client and Contractor via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
• If both Client and Contractor respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
• The proposed resolution is non-binding; Client and Contractor can choose whether or not to agree to it. If Client and Contractor agree in writing to the proposed resolution, Client and Contractor agree that Company is authorized to make payments in accordance with the proposed resolution.
• If Client and/or Contractor disagree with Company’s proposed, non-binding resolution then Client and/or Contractor must pursue the Dispute independently.
• Company reserves the right to review the Contractor’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct Company to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or violations of the Terms of Service during its review of the work.
6. NO RESPONSIBILITY FOR CONTRACTOR SERVICES OR CLIENT PAYMENTS
Company and Affiliates merely provide a platform for Internet payment services. Company and Affiliates do not have any responsibility or control over the Contractor Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem Company or any Affiliate as Client’s or Contractor’s agent with respect to any Contractor Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Company does not guarantee the performance, functionality, quality, or timeliness of Contractor Services.
1. PROHIBITED SITE USE
The uses described in these Terms are prohibited regardless of where on the Site they occur. For example, the activities are prohibited in job posts, proposals, Company messages, communications with customer service or disputes, the community forum, and Client or Contractor feedback.
1.1 ILLEGAL, FRAUDULENT, HARMFUL, OR OFFENSIVE USES
You may not use, or encourage, promote, facilitate, or instruct or induce others to use, the Site or Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal, fraudulent, harmful, or offensive purpose; or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.
Examples of prohibited uses of the Site or Site Services include:
• Seeking, offering, or endorsing illegal, obscene, or pornographic services or activities, including services (i) that would violate the intellectual property rights, including copyrights, of another person, entity, service, product, or website or (ii) that would involve the creation, review, or editing of pornographic, erotic, obscene, or sexually explicit material;
• Posting content that is offensive, defamatory, profane, vulgar, obscene, threatening, discriminatory, illegal, pornographic, obscene or sexually explicit in nature;
• Seeking, offering, or endorsing any services that would violate Company’s Terms of Service or the terms of service of another website or any other contractual obligations;
• Seeking, offering, or endorsing any services that violate the academic policies of any educational institution;
• Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Company Team App, (ii) reporting, recording, or otherwise billing clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
• Expressing a preference in a job post or proposal or otherwise unlawfully discriminating on the basis of race, religion, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military/veteran status or any basis protected by applicable law;
• Posting content that is harassing towards another person or violates the rights of a third party;
• Posting identifying information concerning another person;
• Making or demanding bribes;
• Making or demanding payments without the intention of providing or receiving services in exchange for the payment; and
• Spamming other Users.
1.2 ILLEGAL, FRAUDULENT, HARMFUL, OR OFFENSIVE USES
Company makes the Site and Services available for Clients and Contractors to find one another, enter into service relationships, make and receive payments, and receive and perform Contractor Services. Users are expected to use the Site and Services for their intended purposes and Users may not use the Site and Services in contravention of their intended purposes. The following are examples of prohibited use of the Site:
• Offering services for the sole purpose of obtaining positive feedback of any kind;
• Requesting, demanding, or receiving free services, including requesting Contractors to submit work as part of the proposal process for very little or no money or posting contests in which Contractors submit work with no or very little pay, and only the winning submission is paid the full amount;
• Requesting a fee before allowing another User to submit a proposal;
• Posting the same job multiple times so that more than one version remains active at a given time;
• Withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
• Attempting to falsify, manipulate, or coerce another User by threatening to give negative feedback;
• Misusing the feedback feature to express views unrelated to the work, such as political, religious, or social commentary;
• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person without Company’s consent;
• Sharing or soliciting contact information such as email, phone number, or Skype ID in a profile or job post;
• Soliciting or processing payment outside of Company in violation of the Terms of Service;
• Advertising products or services that are outside or beyond the scope of the Company marketplace; and
• Advertising on Company to recruit Contractors to join an Agency or another website or company.
1.3 USING THE SITE TO POST FALSE OR MISLEADING CONTENT
All profiles, jobs, proposals, and other content posted to the Site must be truthful and not misleading. Here are examples of uses that are prohibited:
• Misrepresenting a Contractor’s experience, skills, or information;
• Impersonating any person or entity, including, but not limited to, an Company representative, forum leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• Falsely attributing statements to any Company representative, forum leader, guide or host;
• Allowing another person to use your account, which is misleading to other Users;
• Falsely stating or implying a relationship with Company or with another company with whom you do not have a relationship;
• Falsely stating or implying a relationship with another User, including an Agency continuing to use a Contractor’s profile or information after the Contractor no longer works with the Agency; and
• Falsely stating that one Contractor will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Contractor that is unable, unwilling, or unavailable to do the work.
We reserve the right, but do not assume the obligation, to investigate any violation of these Terms. We may investigate violations and may remove, disable access to, or modify any content that violates these Terms.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate User information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms.
3. REPORTING AND CORRECTING VIOLATIONS
If you become aware of any violation of these Terms, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.