TERMS OF USE

Please read the following carefully

These terms and conditions ("Terms and Conditions") control your use of this website www.skillsoniq.com ("Website"). In these Terms and Conditions, "SkillSoniq, Inc." is referred to as the "Company", "us," or "we."

'You' refers to a user or a paying customer. If you are a company or another person who gives access to company products, you agree to take responsibility in full in case of damages or indemnification that could properly lie against the customer.

The SkillSoniq website (the 'Site'), the recruitment and educational services made available through the site and the content (the 'Products') are owned, operated and maintained, as applicable, by SkillSoniq ('we', 'our', 'us', or the 'Company'). The Site, Products and Content are, collectively, the 'Company Products'.

By using or accessing the Company Products, including, but not limited to downloading or accessing, you agree to the terms and conditions set forth in these Terms of Use (the "Terms").

By using this website or its Products and Services, You Agree and Warrant that you have read, understood, and agreed to be Bound by these terms. Company's privacy policy can be found at Privacy Policy provided on the website. If you do not accept these terms, you must not use - and are not authorized to use - all or any portion of the company's website and its products or services (as defined below). Please read them carefully before you use the services of this site.

  1. You should not use this site in an unlawful manner; you must respect the website terms and conditions and follow the Privacy Policy
  2. Under no situations or circumstances, will the company be liable for any change in the content which it provides on the website through its products and services, including but not limited to any errors, omissions, loss, or damage experienced in connection with the use of exposure, any content made available via our products, services, or various resources such as email, blog etc.
  3. Our services are free to any user with access to the Internet. However, we are not responsible for the charges incurred for the usage of hardware, software, or internet services provider fee. Also, the user is fully responsible for the proper functioning of computer hardware and internet access.
  4. You will be required to use login credentials for some of the sections on the site and the company reserves the right to block access to our services for any user who does not follow these conditions.
  5. We make sure that users get uninterrupted access to our service, but there is no obligation to do so.
  6. SkillSoniq is not responsible and is not obligated for issues in your network or server beyond certain limits.
Website usage guidelines
  1. Do not insult, abuse, harass, stalk, threaten, or otherwise infringe the rights of others.
  2. Do not publish, post, distribute or disseminate any defamatory, infringing, indecent, offensive or unlawful material or information.
  3. Do not upload, install, transfer files which are protected by Intellectual Property Laws or software which affect other computers.
  4. It's prohibited to edit HTML source code, reverse engineer or attempt to hack.
  5. Do not run spam services/scripts or anything which could affect the infrastructure, and in turn, the users.
  6. Do not communicate spam, advertise, or sell services such as digital downloads, eBooks, or phishing links.
  7. You may not copy, distribute, and indulge in plagiarism with website content or user submitted content.
  8. Do not use any content which violates any legal, regulatory, governmental or network operator conditions or codes of practice.
Links and Hyperlinks Terms
  1. This website may have links to other websites. We do not undertake any control on the content of these websites; nor are we responsible for their website content. The sole purpose of the links included are to provide users information. Hence, the company will not be held responsible.
  2. You may not mirror or frame the homepage or any other pages of this Site on any other website or webpage.
  3. Do not link to SkillSoniq pages and subpages with spam links/anchor text, which could provide a false impression. This may create misunderstanding for the users.
  4. Do not use or include copyrighted or registered trademarks, or Intellectual property images, design or content as a link to SkillSoniq website.
  5. Do not link to pages which support racism and terrorism.
  6. Do not link to pages which provide pornographic content and violate human and animal rights.
  7. Do not link pages to content which infringes the intellectual property of any third party, person or entity.
  8. Do not link pages to content which violates any legal, regulatory, Governmental or network operator conditions or codes of practice.
Copyright and Intellectual Property
  1. We value and respect others’ intellectual property and expect our users to do the same.
  2. The entire contents of the Site are protected by copyright and trademark laws. The owner of the copyrights and trademarks are SkillSoniq, its affiliates, or other third party licensors. The material on the site, including text, graphics, code and/or software is copyrighted and belongs to SkillSoniq, therefore you may not duplicate, modify, publish, or reproduce the content in any manner.
  3. SkillSoniq does not take any responsibility for the content on other sites (except our partners and affiliates), that you may find when searching or accessing SkillSoniq products or services. The Privacy Policy and Terms of Use of the sites that you visit will administer that material.
  4. SkillSoniq has all the rights to disable or prohibit access to the users who do not respect and involve in the infringement of SkillSoniq intellectual property.
  5. You are not allowed to use any of the digital images or logos from the website. In case of copyright issues, there has to be a written consent from the trademark owner.
Claims of Intellectual Property Violations
  1. If you believe that your work has been used without your permission in a way which prompts for copyright infringement, please provide us with the information given below and we will act on it.
    1. The authorized person who will act on behalf of the owner of the copyright, should send a digital or physical signature.
    2. A description of the copyrighted work that you claim to be infringing your IP.
    3. A description of where and how the material that you claim is infringing is located on the SkillSoniq website, with enough detail that we may find it on the website.
    4. Contact Details - Address, telephone number, and email address.
    5. A statement by you, that the information which you provided is accurate and your claim that the copyright or intellectual property is on your owner's behalf
  2. You can reach SkillSoniq to notify your claims of copyright by email at sales@skillsoniq.com
Transaction Terms
  1. To make a transaction on the SkillSoniq website, you are bound to pay for that transaction, unless you are offered a free trial or discounts
  2. Please pay close attention to your payment details such as total bill, next payment date, payment amount, taxes, discounts and coupons
  3. There are certain products which require additional Terms and Conditions which you have to agree to before you make the purchase
  4. Invoice of the order placed can be viewed at www.skillsoniq.com
  5. We make no warranties of any kind, expressed or implied, with respect to any products or services sold on or through SkillSoniq.
  6. No additional or different terms contained in any purchase order, document, transmission or other communication shall be binding upon SkillSoniq unless agreed to by SkillSoniq in writing.
  7. SkillSoniq reserves the right to modify, change without prior notice and in its sole discretion, to limit the order quantity on any item and to refuse service to anyone.
Payment Services
  1. You will be allowed to make regular weekly, bi-weekly or monthly payments to SkillSoniq
Candidate Profile

Creating a profile on SkillSoniq does not guarantee that you will receive a project or job offer from our clients.

Limit of Liability

You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, or services purchased or obtained or messages received or transactions entered into or from the Website or otherwise; (iii) unauthorized access to or alteration of your transmissions or data or confidential information; (iv) statements or conduct of any third party on the Products; (v) any other matter relating to the Products.

Indemnity

You agree to indemnify and hold the Company and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand (including legal expenses and the expenses of other professionals) made by a third party due to or arising out of your breach of this Terms of Use or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Pricing Disclaimer

All prices, products, and offers of SkillSoniq website are subject to change without notice. While we make sure to provide most accurate and up-to-date information, in some cases one or more items on our website may be priced incorrectly. This might happen due to human errors, digital images, or technical errors. SkillSoniq reserves the right to change prices for all our products, offers, or deals. These changes are done due to market conditions, errors in advertisements, and other mitigating circumstances. However, the price you paid at the time of purchase still holds for you.

SKILLSONIQ, INC.
TERMS OF SERVICE
Company Contact Information:
Company: SkillSoniq, Inc.. and its affiliated entities (“Company”)
Email: sales@skillsoniq.com
Phone: +1 (929) 777-5455
Address: 20 River Court, Jersey City NJ 07310
Company Website: The website located at https://skillsoniq.com/ (together with any websites on related domains or subdomains, the “Site”).
Company Apps: Any online application(s) or platforms accessible via the Site (collectively, the “App”).
AGREEMENT
These Terms of Service (these “Terms”) are a legal agreement between a party accessing the Services to submit a Project request (“Client”), and Company (as defined above) on the other hand. These Terms govern Client’s use of (i) any websites or web applications provided, published, developed or made available by the Company, including the Site; (ii) any mobile or online applications provided, published, licensed, developed or made available by the Company, including the App; (iii) any feature, content, software, hardware, services or other products available on or through the Site or the App or otherwise provided by the Company (together with the Site and the App, the “Services”); and (iv) Client’s interactions and engagement of any Service Providers (as defined below). Information available through the Services are copyrighted works belonging to the Company, as are the Site and the App. Certain Services may be subject to additional policies, guidelines, terms, or rules, including the Company’s Terms of Use and Privacy Policy, which will be posted or accessible in connection with downloading or accessing the Site or App. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. These Terms may apply to the Services accessed and used by Client together with other terms of use and policies.
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN CLIENT’S USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, CLIENT AUTOMATICALLY ACCEPTS THESE TERMS, AND REPRESENTS AND WARRANTS THAT CLIENT HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS. IF CLIENT DOES NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, CLIENT IS NOT AUTHORIZED TO ACCESS AND/OR USE THE SERVICES.
  1. DEFINITIONS. In addition to other capitalized terms defined throughout the Agreement (as defined below), the following capitalized terms shall have the meanings set forth below. Any capitalized terms used but not otherwise defined herein shall have the meanings given such terms elsewhere in the Agreement.
    1. “Agreement” means these Terms, and any other agreement, statement of work, exhibits, schedules, addenda, attachments, policies or terms that incorporate these Terms, as the same may be amended from time to time.
    2. “Bill Rate” means, with respect to a Service Provider being engaged for a Project, the amount that Client agrees to pay the Company for each hour worked by such Service Provider while performing Project Services.
    3. “Client” refers to the party that is accessing and using the Services with the purpose of submitting a Project request.
    4. “Client Office Location” means, with respect to a Project, the location where Service Providers are to perform Project Services, unless otherwise approved or indicated by Client.
    5. “Company Pay Period Fees” means, with respect to Project Services worked on a Project during a Pay Period, an amount equal to the hours worked by Service Providers on such Project Services during such Pay Period, multiplied by such Service Provider’s applicable Bill Rate.
    6. “Contractor Pay Period Wages” means, with respect to Project Services provided by a Service Provider on a Project during a Pay Period, an amount equal to the hours worked by such Service Provider on such Project Services during such Pay Period, multiplied by such Service Provider’s applicable Pay Rate.
    7. “Effective Date” means, with respect to a Project, the date that a Service Provider is first introduced to Client for such Project through the Services.
    8. “Pay Period” means the period of time between the 1st day of each month and the 15th day of such month or between the 16th day of each month and the last day of such month, as applicable.
    9. “Pay Rate” means, with respect to a Service Provider being engaged for a Project, the amount that the Company has agreed to pay Service Provider for each hour worked by such Service Provider while performing Project Services.
    10. “Parties” shall mean both Client and Company, and “Party” shall mean either Client or Company, according to the context of its usage.
    11. “Project” means any project or task for which Client has requested to be introduced to potential Service Providers through the Services.
    12. “Project Duration” means, with respect to a Project, the period of time beginning on such Project’s indicated start date and ending on the earlier of such Project’s indicated end date (which end date may be extended by Client) or the completion of such Project.
    13. “Project Services” means, with respect to a Project, the services or tasks to be performed by Service Providers in connection with such Project.
    14. “Reporting Manager” means, with respect to a Project, the name of an employee or agent of Client that shall be responsible for overseeing and managing Project Services and Service Providers.
    15. “Services” refers to the services and products made available by Company through the Site and the App.
    16. “Service Provider” means any employee, consultant or contractor that is introduced to Client through the Services for purposes of performing Project Services who is ultimately employed, engaged or hired by Client.
    17. “Service Provider Qualifications” means, with respect to a Project, any characteristics, qualifications, expertise or requirements that Service Providers are to have when introduced to Client through the Services.
    18. “Work Product” means any work generated by any Service Providers with respect to any Project, and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by any Service Provider (whether alone or jointly with others) for Client during any Project, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein.
  2. GENERAL
    1. Company’s Responsibilities.
      1. From time to time, subject to these Terms, Client may submit Project requests to Company through the Services, each of which Projects and requests shall be governed by these Terms. For each Project submitted by Client, Company shall source and screen Service Providers having the Service Provider Qualifications, and shall submit such Service Providers for Client to review and interview through the Services.
      2. The Company shall cause each Service Provider to enter into an agreement whereby such Service Provider shall (i) agree to be bound by obligations of confidentiality in line with those binding the Company pursuant hereto; (ii) agree to assign all applicable Work Product generated in connection with any Project Services to Client; (iii) agree to comply with Client’s then-current access rules and procedures, including those related to safety, security, and confidentiality; (iv) agrees and acknowledges that Service Provider will have no expectation of privacy whatsoever with respect to any activities performed or information transmitted on Client’s premises or using Client’s systems or facilities; and (v) perform Project Services towards project deliverables defined by the Reporting Manager, in a professional manner and in accordance with the industry standards.
      3. The Company shall run any background and criminal history checks on Service Providers that Company decides, in its sole discretion, are appropriate, prior to such Service Providers being permitted to be considered for Projects submitted through the Services. Company may, in its sole discretion, reject Service Providers for any given Project for any reason, including based on results of any background or criminal history check.
    2. Client’s Responsibilities.
      1. Client may interview and/or engage or hire any Service Providers submitted to Client through the Services in Client’s sole discretion.
      2. Upon a Service Provider being engaged or hired by Client for a Project and for the duration of the applicable Project Duration, Client shall communicate directly with such Service Provider to provide any direction, resources or instructions necessary for the Service Provider to provide the Project Services. Client shall also direct the Service Provider to the applicable Reporting Manager of the Project, and provide any directions and access necessary to allow the Service Provider to provide the Project Services at the applicable Client Office Location. Notwithstanding the foregoing, Service Providers may elect in their sole discretion to work at a location other than the Client Office Location to the extent they deem such remote work necessary or appropriate for the Project Services.
      3. Client shall pay the Company for Project Services provided by any Service Providers, as set forth in more detail below.
      4. Client shall be responsible for: (i) providing a safe working environment for any Service Providers, free from harassment and discrimination, in compliance with any applicable laws and regulations, as though Service Providers were actual employees of Client; (ii) provide any equipment, facilities, information, tools, software or resources to Service Providers as necessary for such Service Providers to provide the Project Services; (iii) notify the Company of any dissatisfactory Service Providers, along with the reasons and evidence supporting such dissatisfaction; (iv) use Service Providers only in accordance with applicable laws and government regulations; and (v) and cooperate with Company in connection with efforts to protect intellectual property and other legal rights of the Company.
      5. Client shall not: (i) direct, instruct or ask Service Providers to (a) perform any action or omit to take any action that would be illegal or violate any laws or regulations, (b) develop, generate, store or transmit any work product or perform any Project Service that is obscene, immoral, pornographic, libelous, unlawful or tortious material, or in material violation of third-party privacy or intellectual property rights, or (c) develop, generate, store or transmit any harmful, exploitative or malicious code or program; (ii) use any intellectual property or work product generated by Service Providers for any illegal purpose; (iii) hire or enter into any agreement or contract with any Service Provider to perform services for Client, or any of Client’s affiliates, other than through the Services; or (v) attempt to do any of the foregoing.
    3. Independent Contractor Relationship.
      1. Each Service Provider’s relationship with Client shall be that of an independent contractor, and nothing in the Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any Service Provider. No Service Provider shall be authorized to make any representation, contract or commitment on behalf of Client. No Service Provider will be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.
      2. Each Service Provider shall have discretion to perform the Project Services as such Service Provider deems necessary or appropriate, in their sole discretion, subject to providing any deliverables requests by the applicable Reporting Manager.
      3. Because each Service Provider is an independent contractor, neither Client nor the Company will withhold or make payments for social security, federal, state or any other employee payroll takes, or make unemployment insurance or disability insurance contributions or obtain workers’ compensation insurance, on behalf of any Service Provider. Each Service Provider is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Project Services and receipt of fees from the Company or Client.
      4. Each Service Provider is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Project Services.
      5. Client will be responsible for regularly report amounts paid to each Service Provider by filing Form 1099-MISC with the Internal Revenue Service if and as required by law.
      6. If, notwithstanding the foregoing, any Service Provider is reclassified as an employee of Client, or any affiliate of Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, each Service Provider shall agree that such Service Provider will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Client.
      7. In the event any Service Provider is reclassified as an employee of Client, or any affiliate of Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency for any reason, Client agrees to indemnify the Company for any claims, taxes or liabilities that may arise as a result of such reclassification.
  3. FEES AND PAYMENT
    1. Fees. For each Project for which Client has engaged or hired Service Providers through the Services, Client shall pay an amount to Company on the last day of each Pay Period equal to all Company Pay Period Fees earned on such Project by any Service Providers during the prior Pay Period. Client shall in no event pay Service Providers directly, unless otherwise agreed in writing with the Company.
    2. Service Provider Payment. Company shall pay each Service Providers their respective Contractor Pay Period Wages out of the Company Pay Period Fees that Client actually pays to the Company, after retaining any commissions or fees that Company has earned for the Services provided, and after the payment of any applicable sales and use taxes.
    3. Time Tracking and Reporting. All time worked by Service Providers on a Project shall be tracked by the individual Service Providers through the Services. Client shall receive summaries or invoices reflecting all time worked by Service Providers during any given Pay Period beginning on the last day of or the day after such Pay Period, to be able to calculate the applicable Company Pay Period Fees payable by Client to Company for such Pay Period.
    4. Example. By way of example, Client shall have access to a summary of amounts worked by Service Providers on the 15th of a month for the Pay Period ending on such date, and Client shall be required to pay the applicable Company Pay Period Fees to Company by the last day of the month. Similarly, Client shall be responsible to pay Company any Company Pay Period Fees owed for the Pay Period ending on the last day of the month by the 15th day of the subsequent month.
    5. Non-Refundable. Except as otherwise specified herein or other agreement between the Parties, payment obligations are non-cancellable and fees paid are non-refundable.
    6. Overdue Charges. If any amount payable hereunder is not received by Company by the due date, then at Company’s discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
    7. Hiring Fee. In the event that Client employs, engages or hires any Service Provider outside of the Services, or enters into any arrangement with a Service Provider where Client will pay Service Provider to perform any services or tasks other than through the Services, Client agrees to pay the Company $5,000, plus 10% of the amounts payable to such Service Provider for the first 6 months of such engagement or employment, unless the Company has agreed in writing to a different arrangement. Client agrees that these amounts are fair and represent the expected value that the Company would have if such Service Provider were to continue providing Project Services through the Services.
    8. Suspension of Service. If any amount owed by Client to Company under this or any other agreement for Services is fifteen (15) or more days overdue, Company may, without limiting Company’s other rights and remedies, suspend Services to Client until such amounts are paid in full, including the removal of all Service Providers then providing Project Services on any of such Client’s outstanding Projects. Company will give Client at least five (5) days notice that Client’s account is overdue prior to suspension. Suspension of Services by the Company shall include instructing all Service Providers to cease all work on any Projects they are then working on. Company shall not be liable to Client for suspended Projects in any way, and Company shall not be liable to pay Service Providers Contractor Pay Period Wages in the event that Client fails to pay Company Pay Period Fees, or for the suspension of any Project.
    9. Taxes. Unless otherwise stated, Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all such Taxes associated with amounts payable hereunder, not including any tax premised on Company's net income. If Company has the legal obligation to pay or collect Taxes for which Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Client, unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
  4. PROPRIETARY RIGHTS
    1. Work Product. Company agrees that any and all Work Product shall be the sole and exclusive property of Client. Company hereby irrevocably assigns to Client all right, title and interest worldwide in and to any Work Product of any Service Provider. Company retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership of the Work Product. Company agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. Company hereby irrevocably appoints Client as Company’s attorney-in-fact for the purpose of executing such documents on Company’s behalf, which appointment is coupled with an interest.
    2. Publicity. Client hereby authorizes Company and licenses to Company the right to use and display Client’s name, marks (including trademarks) and logo in marketing materials to indicate that Client is a customer or client of Company, including on Company’s website; provided, however, that Company shall be required to protect the confidentiality of any Confidential Information.
    3. Company Intellectual Property. Except where the Agreement explicitly states otherwise, Company reserves all intellectual property rights to the Services, including in the Site and the App.
  5. CONFIDENTIALITY
    1. Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by Client, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including any data which is provided to Company or any Service Provider, and is indicated as being private or confidential in a written communication to an authorized Company employee or agent or to such Service Provider.
    2. Exclusions from Confidential Information. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Client, (ii) is received from a third party without breach of any obligation owed to Client, (iii) was independently developed by the Company or a Service Provider, or (iv) is subject to immediate public disclosure or public availability under any freedom of information law. The Company or a Service Provider may disclose Client’s Confidential Information if it is compelled by law to do so, provided such party gives Client prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Client wishes to contest the disclosure.
    3. Protection of Confidential Information. The Company shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (a) not to use any Client Confidential Information for any purpose outside the scope of these Terms, and (b) except as otherwise authorized by Client in writing, to limit access to Client’s Confidential Information to Company’s and any Company affiliates’ employees, contractors and agents who need such access to provide the Services. Client shall not disclose these Terms to any third party other than legal counsel and accountants without Company’s prior written consent.
  6. REPRESENTATIONS, WARRANTY AND DISCLAIMER
    1. Representations. Each Party represents that it has validly entered into the Agreement and has the legal power to do so. Company represents that Company has all necessary rights, including intellectual property rights, to provide Client with the Services.
    2. Company Disclaimer of Service Provider Actions. Company shall not be responsible for the actions or responsibilities of any Service Provider submitted to Client through the Services, and does not guarantee the accuracy of information provided by Service Providers.
    3. Company Disclaimer of Client Actions. Company shall not be responsible for or guarantee any Client’s actions or responsibilities, including for a Client’s failure to pay for any Project Services performed, or for any claims made by Client against Contractor.
    4. DISCLAIMER. COMPANY MAKES NO OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS TO CLIENT AS TO THE COMPANY SERVICES. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY COMPANY AND WAIVED BY CLIENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
  7. TERM, RENEWAL, AND TERMINATION
    1. Term of Agreement. These Terms shall become effective with respect to a Project on the Effective Date, and continue for the applicable Project Duration.
    2. Company Termination for Cause.
      1. A Project may be immediately terminated for cause by the Company, or a Service Provider may cease providing Project Services immediately, under the following circumstances: (a) if Client becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (b) if Client violates Company’s intellectual property rights or violate Client’s responsibilities under these Terms; or (c) for other material breaches of these Terms or any of the Agreement, provided that Company gives Client 30 days’ written notice of such material breach describing what may be done to cure such breach, and such breach remains uncured at the expiration of such period.
      2. If a Client Project is terminated for cause in accordance herewith, all of Client’s outstanding Projects may also be terminate immediately by the Company.
    3. Termination without Cause by Client. Client may terminate any Project without cause upon providing 30 days’ prior written notice to the Company and to each Service Provider providing Project Services with respect to such Project, for any or no reason and without penalty or liability.
    4. Termination without Cause by Contractor. Any Service Provider may resign as a Service Provider and cease providing Project Services with respect to a Project upon providing 30 days’ prior written notice to Client and the Company, for any or no reason and without penalty or liability. In such event, Client shall be responsible for renewing any Project requests for replacement Service Providers through the Services.
    5. Payment upon Termination. In no event shall any termination of a Project, or the resignation of a Service Provider, relieve Client of the obligation to pay any fees payable to Company for the period prior to the effective date of termination or resignation.
  8. LIMITATION OF LIABILITY
    1. Limitation of Liability. IN PROVIDING CLIENT WITH THE SERVICES, COMPANY IS NOT ACCEPTING ANY RESPONSIBILITY FOR UTILIZATION OF SERVICES OR FOR ANY DECISIONS THAT ARE MADE IN CONNECTION THEREWITH. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $25,000 OR THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER. THE FOREGOING SHALL NOT LIMIT ANY OF CLIENT’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT.
    2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
    3. Indemnification. Client agrees to indemnify Company in full and hold Company harmless from any and all damages, claims, causes of actions or liabilities (“Claims”), including for Claims of infringement, arising out of the performance of the Agreement or Client’s use of the Company’s Services or the Service Providers, other than Claims arising out of Company’s gross negligence or willful misconduct.
  9. Miscellaneous Provisions
    1. Notices. All notices required under the Agreement shall be specific, in writing, and effective upon receipt. It is each Party’s responsibility to provide the other Party with updated notice contact information if for any reason such Party requires that notices be addressed to different contact information than that provided through the Services. Any required notice to either Party under the Agreement may be sent via email or via other electronic means. Telephone, facsimile and other notices do not constitute notice hereunder.
    2. Severability. If for any reason these Terms or any portion of the Agreement is held or deemed by a court of competent jurisdiction to be invalid or unenforceable under any applicable law or equitable principle or is so held by applicable court decision, such unenforceability or invalidity will not render the Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed, enforced and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision to the maximum allowable extent within the limits of applicable law, equity or applicable decisions, and the remaining provisions of these Terms or the Agreement shall remain binding upon the Parties in full force and effect.
    3. Independent Contractors. Client and Company are independent contractors; neither Party is the partner, joint venture, agent, representative or employee of the other Party; and nothing in the Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither Party shall have any responsibility or liability for the actions or inactions of the other Party, except as expressly provided herein. Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party.
    4. Limit on Cause of Action. All legal or equitable action(s) arising out of the Agreement that is commenced or initiated by Client shall be forever barred unless commenced within one (1) year of the act(s) or omission(s) giving rise to the right(s)/cause(s) of action. The Parties hereby expressly agree that this paragraph is an express waiver by Client of all applicable statutes of limitation and/or periods of liberative prescription that may be held or deemed to be applicable by any court of proper jurisdiction.
    5. Dispute Resolution. Unless alternative dispute resolution is mutually agreed upon by the parties, any dispute arising under the Agreement shall be settled in a court of proper jurisdiction in the state where Company’s headquarters are located.
    6. Force Majeure. Neither Client nor Company will be liable to each other or any third Party by reason of any failure or delay in the performance of obligations hereunder on account of strikes, shortages, riots, insurrection, terrorist actions or threats, fires, flood, storms, explosions, acts of God, war (declared or undeclared), governmental action, labor conditions, earthquakes, material shortages, outages or delays caused by unforeseen technological issues of Company’s hosting platform(s), third-party payment processors/financial institutions/banks, or a third-party technological dependency, or any other cause which is beyond the reasonable control of Client or Company.
    7. No Waiver. The failure of Client or Company to require performance of any provision of the Agreement will not affect the full right of Client or Company to require such performance at any time hereafter; nor will the waiver by Client or Company of a breach of any provision hereof be taken or held to be a waiver by Client or Company of that provision or of the right to demand performance by legal action, equitable action or otherwise.
    8. Assignment. Neither the Agreement nor any rights or obligations of Client hereunder may be assigned or transferred by Client in whole or in part, whether by operation of law, equity or otherwise, without the prior written approval of Company. Company may exercise full transfer and assignment rights in any manner at its discretion and specifically may sell, pledge, mortgage, hypothecate, or grant a security interest or security right in, and/or otherwise assign its rights and responsibilities herein to a third party it deems will responsibly carry out the obligations herein that are attributed to Company.
    9. Survival. The rights and obligations of the parties contained in Sections 3, 4, 5, or 9, and any other right, obligation or provision under the Agreement that, by its nature, should survive termination or expiration of the Agreement, shall survive any termination or expiration of the Agreement or of any individual Subscriptions.
    10. Governing Law. The Agreement shall be governed by the laws of the state where Company’s headquarters are located, without regard to its conflict of laws principles.
    11. Entire Agreement. The Agreement constitutes the entire, complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersede any prior or concurrent agreements between the Parties with respect to such subject matter, whether in written or oral form. In the event of any conflict or inconsistency between these Terms of Service and the terms stated in a Project request submitted through the Services, the terms of the Project request shall prevail, provided the same are signed by an officer, vice president, or controller of the Company.
SKILLSONIQ, INC.
CONTRACTOR TERMS OF SERVICE
Company Contact Information:
Company: SkillSoniq, Inc.. and its affiliated entities (“Company”)
Email: sales@skillsoniq.com
Phone: +1 (929) 777-5455
Address: 20 River Court, Jersey City NJ 07310
Company Website: The website located at https://skillsoniq.com/ (together with any websites on related domains or subdomains, the “Site”).
Company Apps: Any online application(s) or platforms accessible via the Site (collectively, the “App”).
AGREEMENT
These Terms of Service (these “Terms”) are a legal agreement between a party accessing the Services to provide Project Services and become a Service Provider (“Contractor”), and Company (as defined above) on the other hand. These Terms govern Contractor’s use of (i) any websites or web applications provided, published, developed or made available by the Company, including the Site; (ii) any mobile or online applications provided, published, licensed, developed or made available by the Company, including the App; (iii) any feature, content, software, hardware, services or other products available on or through the Site or the App or otherwise provided by the Company (together with the Site and the App, the “Services”); and (iv) Contractor’s interactions and engagement with any Clients (as defined below). Information available through the Services are copyrighted works belonging to the Company, as are the Site and the App. Certain Services may be subject to additional policies, guidelines, terms, or rules, including the Company’s Terms of Use and Privacy Policy, which will be posted or accessible in connection with downloading or accessing the Site or App. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. These Terms may apply to the Services accessed and used by Contractor together with other terms of use and policies.
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN CONTRACTOR’S USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, CONTRACTOR AUTOMATICALLY ACCEPTS THESE TERMS, AND REPRESENTS AND WARRANTS THAT CONTRACTOR HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS. IF CONTRACTOR DOES NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, CONTRACTOR IS NOT AUTHORIZED TO ACCESS AND/OR USE THE SERVICES.
  1. DEFINITIONS. In addition to other capitalized terms defined throughout the Agreement (as defined below), the following capitalized terms shall have the meanings set forth below. Any capitalized terms used but not otherwise defined herein shall have the meanings given such terms elsewhere in the Agreement.
    1. “Agreement” means these Terms, and any other agreement, statement of work, exhibits, schedules, addenda, attachments, policies or terms that incorporate these Terms, as the same may be amended from time to time.
    2. “Bill Rate” means, with respect to a Service Provider working on a Project, the amount that Client agrees to pay the Company for each hour worked by such Service Provider while performing Project Services on such Project.
    3. “Client” refers to the party that is accessing and using the Services with the purpose of submitting a Project request.
    4. “Client Office Location” means, with respect to a Project, the location where Service Providers are to perform Project Services, unless otherwise approved or indicated by Client.
    5. “Company Pay Period Fees” means, with respect to Project Services worked on a Project during a Pay Period, an amount equal to the hours worked by Service Providers on such Project Services during such Pay Period, multiplied by each such Service Provider’s applicable Bill Rate.
    6. “Contractor Pay Period Wages” means, with respect to Project Services provided by a Service Provider on a Project during a Pay Period, an amount equal to the hours worked by such Service Provider on such Project Services during such Pay Period, multiplied by such Service Provider’s applicable Pay Rate.
    7. “Effective Date” means, with respect to a Project, the date that Contractor first submits a profile through the Services and becomes available for such Project.
    8. “Moral Rights” means all paternity, integrity, disclosure, moral, withdrawal, “artist’s”, special and any other similar rights recognized by the laws of any jurisdiction or country.
    9. “Pay Period” means the period of time between the 1st day of each month and the 15th day of such month or between the 16th day of each month and the last day of such month, as applicable.
    10. “Pay Rate” means, with respect to a Project, the amount that the Company has agreed to pay Service Provider for each hour worked by such Service Provider while performing Project Services.
    11. “Parties” shall mean both Service Provider and Company, and “Party” shall mean either Service Provider or Company, according to the context of its usage.
    12. “Preexisting IP” means, with respect to Work Product generated by Contractor for a Client, inventions or intellectual property developed by any third party or by Contractor other than in the course of performing Project Services for such Client.
    13. “Project” means any project or task for which a Client has requested to be introduced to Service Providers through the Services.
    14. “Project Duration” means, with respect to a Project, the period of time beginning on such Project’s indicated start date and ending on the earlier of such Project’s indicated end date (which end date may be extended by Client) or the completion of such Project.
    15. “Project Services” means, with respect to a Project, the services or tasks to be performed by Service Providers in connection with such Project.
    16. “Reporting Manager” means, with respect to a Project, the name of an employee or agent of Client that shall be responsible for overseeing and managing Project Services and Service Providers.
    17. “Services” refers to the services and products made available by Company through the Site and the App.
    18. “Service Provider” means any employee, consultant or contractor that is introduced to a Client through the Services for purposes of performing Project Services who is ultimately employed, engaged or hired by Client.
    19. “Service Provider Qualifications” means, with respect to a Project, any characteristics, qualifications, expertise or requirements that Service Providers are to have when introduced to Client through the Services.
    20. “Work Product” means any work generated by any Service Providers with respect to any Project, and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by any Service Provider (whether alone or jointly with others) for Client during any Project, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein.
  2. GENERAL
    1. Company’s Responsibilities.
      1. Upon creating a profile via the Services and indicating Contractor’s availability, Company is hereby authorized to introduce Contractor as a Service Provider to Clients that have submitted Project requests through the Services. Contractors are submitted after they are assessed and approved by Company through the Services. Company may refuse to introduce Contractor with respect to any or all Projects for any or no reason, including due to Contractor failing to satisfy certain Service Provider Qualifications submitted in connection with a certain Project. Clients may also refuse to engage Contractor, even after interviewing Contractor and/or offering Contractor a position on a Project.
      2. Company shall pay Contractor for Project Services provided by Contractor, as set forth in more detail below; provided, however, that in the event that a Client does not pay Company for Project Services provided by Contractor, Company shall not be responsible to pay Contractor for such Project Services.
      3. Company shall run any background and criminal history checks on Contractor that Company decides, in its sole discretion, are appropriate, prior to Contractor being permitted to be considered for Projects submitted through the Services. Company may, in its sole discretion, reject Contractor for any given Project for any reason, including based on results of any background or criminal history check.
    2. Contractor’s Responsibilities.
      1. Upon creating a profile via the Services and indicating Contractor’s availability, Contractor shall be available to provide Project Services on Project requests submitted through the Services, which availability and the performance of such Project Services shall be governed by these Terms.
      2. Upon being hired or engaged to perform Project Services for a Project, Contractor shall ensure, prior to the beginning of such Project, that Contractor possesses any work permits, visas, or licenses required for Contractor to perform such Project Services, including being authorized to work at the Client Office Location.
      3. Upon Contractor being engaged or hired by a Client as a Service Provider, Contractor agrees to: (i) communicate directly with such Client regarding any direction, resources or instructions necessary for Contractor to provide the Project Services; (ii) comply with the Client’s rules and policies governing independent contractors, including then-current rules and procedures related to discrimination, harassment, access, safety, security, and confidentiality; (iii) perform Project Services towards project deliverables defined by the Reporting Manager, in a professional manner and in accordance with the industry standards; (iv) be availability to perform Project Services at the applicable Client Office Location if Contractor determines in its sole discretion that such presence at the Client Office Location is necessary for the performance of the Project Services, provided, however, Contractor may elect in its sole discretion to work at a location other than the Client Office Location to the extent Contractor deems such remote work necessary or appropriate for the Project Services; and (v) cooperate with Company or Clients in connection with efforts to protect intellectual property and other legal rights of the Company or Clients, including with respect to a Client’s ownership of Work Product generated by Contractor.
      4. Contractor shall not: (i) perform any action or omit to take any action that would be illegal or violate any laws or regulations, (ii) develop, generate, store or transmit any work product or perform any Project Service that is obscene, immoral, pornographic, libelous, unlawful or tortious material, or in material violation of third-party privacy or intellectual property rights, (iii) develop, generate, store or transmit any harmful, exploitative or malicious code or program; (iv) enter into any agreement or contract with any Client to perform services for such Client, or any of Client’s affiliates, other than through the Services; or (v) attempt to do any of the foregoing.
      5. Contractor hereby agrees and acknowledges that Contractor will have no expectation of privacy whatsoever with respect to any activities performed or information transmitted on a Client’s premises or using Client’s systems or facilities.
      6. Contractor will have exclusive control over the manner and means of performing any Project Services for any Client, including the choice of place and time for performing such Project Services.
      7. Contractor agrees not to use or incorporate into any Work Product any Preexisting IP. In the event Contractor uses or incorporates Preexisting IP into Work Product, Contractor hereby grants to the Client to whom such Work Product is being assigned hereunder, a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in such Work Product.
      8. To the extent Contractor is developing software code in connection with any Project, in no event will Contractor incorporate into such Project’s Work Product any software code licensed under the GNU GPL or LGPL or any similar “restrictive open source” license without prior written consent of the applicable Client.
    3. Duty of Loyalty to Clients.
      1. No Conflict of Interest. Contractor will not accept work, enter into a contract, or accept an obligation from any third party, that is competitive, inconsistent or incompatible with Contractor’s obligations to provide Project Services to a Client, or the scope of Project Services rendered for a Client. Contractor warrants that there is no other existing contract or duty on its part inconsistent with its ability to provide Project Services to any Client. Contractor agrees to indemnify Company and each Client from any and all loss or liability incurred by reason of the alleged breach by Contractor of any services agreement with any third party.
      2. No Solicitation of Employees or Contractors. Contractor agrees that during the period of time during which Contractor is a Service Provider to any Client and for a period of twelve (12) months after the termination of Contractor’s status as a Service Provider to such Client for any reason, Contractor will not, as an officer, director, employee, contractor, owner, partner, or in any other capacity, either directly or through others, solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to Contractor to be an employee, consultant, or independent contractor of such Client to terminate his or her relationship with such Client, even if Contractor did not initiate the discussion or seek out the contact, except where such Client has provided written consent for such action.
      3. No Solicitation of Customers. Contractor agrees that during the period of time during which Contractor is a Service Provider to any Client and for a period of twelve (12) months after the termination of Client’s status of a Service Provider to such Client for any reason, Contractor will not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation, or business entity of any type, solicit to the detriment of such Client or for the benefit of any competitor or potential competitor of such Client, take away or attempt to take away, in whole or in part, any customer of such Client or otherwise interfere with such Client’s relationship with any such customer; and Contractor agrees not to use trade secrets or other unfair business practices to divert or attempt to divert from such Client any customer.
      4. Non-Competition. Contractor agrees that during the period of time during which Contractor is a Service Provider to any Client and for a period of twelve (12) months after the termination of Client’s status of a Service Provider to such Client for any reason, Contractor will not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation, or business entity of any type, to the detriment of such Client or for the benefit of any Competitor or potential Competitor of such Client, take any of the following actions within the Territory: (i) act or agree to act as an advisor, agent, consultant, contractor, director, employee, officer, partner, proprietor or otherwise of any Competitor of such Client, (ii) own or acquire any ownership interest in any Competitor of such Client (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended), or (iii) participate in the organization, financing, operation, management or control of any Competitor of such Client. For purposes hereof, the term “Territory” shall mean, with respect to a Client for whom Contractor provides Project Services, to the maximum extent allowed by applicable law, any of the following geographic areas: (i) the state where the principal office of such Client is located, (ii) any other states of the United States of America in which such Client conducts business or has existing clients, (iii) any countries in Europe in which such Client conducts business or has existing clients, (iv) any countries in Asia in which such Client conducts business or has existing clients, (v) any cities in the world in which such Client conducts business or has existing clients, and (v) all other countries of the world in which such Client conducts business or has existing clients. The covenants contained in this paragraph with respect to the Territory shall be construed as a series of separate covenants, one for each city, county, state and country of any geographic area listed in the Territory. Additionally, for purposes hereof, the term “Competitor” shall mean, with respect to a Client for whom Contractor provides Project Services, any party that competes with, or that is planning to has operations or plans to have operations in the Territory that competes with such Client.
      5. Enforceability. It is the desire and intent of each of the parties that the provisions of this section be enforced to the fullest extent permissible under the laws and public policies applied in the governing law of this Agreement. Accordingly, if any particular portion of this section shall be adjudicated to be invalid or unenforceable, this section shall be deemed amended (i) to reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or, if that is not possible, then (ii) to delete therefrom only the portion thus adjudicated to be invalid or unenforceable. This section shall inure to the benefit of any successor to the Company.
    4. Independent Contractor Relationship.
      1. Contractor’s relationship with each Client shall be that of an independent contractor, and nothing in the Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and Contractor. Contractor shall not be authorized to make any representation, contract or commitment on behalf of a Client. Contractor will not be entitled to any of the benefits that Clients may make available to their respective employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.
      2. Contractor shall have discretion to perform the Project Services as Contractor deems necessary or appropriate, in Contractor’s sole discretion, subject to providing any deliverables requests by the applicable Reporting Manager.
      3. Because Contractor is an independent contractor, neither Client nor the Company will withhold or make payments for social security, federal, state or any other employee payroll takes, or make unemployment insurance or disability insurance contributions or obtain workers’ compensation insurance, on behalf of Contractor. Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Project Services and receipt of fees from the Company or Client.
      4. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Project Services.
      5. If, notwithstanding the foregoing, Contractor is reclassified as an employee of the Company, any Client, or any affiliate of the Company or any Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Contractor hereby agrees that Contractor will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by the Company or any such Client, as applicable.
      6. In the event Contractor is reclassified as an employee of the Company, any Client, or any affiliate of the Company or any Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency for any reason, neither Company nor any such Client shall be liable for any claims, taxes or liabilities that may arise as a result of such reclassification.
  3. FEES AND PAYMENT
    1. Contractor Wages. For each Project for which a Client has engaged or hired Contractor through the Services, Client shall pay an amount to Company on the last day of each Pay Period equal to all Company Pay Period Fees earned on such Project during the prior Pay Period, at which time Company shall distribute all Contractor Pay Period Wages within 5 business days. Client shall in no event pay Contractor directly, unless otherwise agreed in writing with the Company.
    2. Contractor Payment. Company shall pay Contractor an amount equal to Contractor Pay Period Wages out of the Company Pay Period Fees actually received from the Client, after retaining any commissions or fees that Company has earned for the Services provided, and after the payment of any applicable sales and use taxes.
    3. Time Tracking and Reporting. All time worked by Contractor on a Project shall be tracked by Contractor through the Services.
    4. Example. By way of example, Client shall have access to a summary of amounts worked by Service Providers on the 15th of a month for the Pay Period ending on such date, and Client shall be required to pay the applicable Company Pay Period Fees to Company by the last day of the month. Similarly, Client shall be responsible to pay Company any Company Pay Period Fees owed for the Pay Period ending on the last day of the month by the 15th day of the subsequent month.
    5. Hiring Fee. In the event that Client employs, engages or hires Contractor outside of the Services, or enters into any arrangement with Contractor where Client requests that Contractor perform any services or tasks other than through the Services, Contractor agrees that Company shall be entitled to receive from Client an amount equal to $5,000, plus 10% of the amounts payable to Contractor for the first 6 months of such engagement or employment, unless the Company has agreed in writing to a different arrangement with Client. Contractor agrees that these amounts are fair and represent the expected value that the Company would have if Contractor were to continue providing Project Services through the Services.
    6. Suspension of Service. In the event that any Project is suspended by Company or a Client, Contractor agrees to cease all work on such Project. Contractor agrees that Company shall not be liable to Contractor for suspended Projects in any way, and Company shall not be liable to Contractor for Client’s failure to pay Company Pay Period Fees (resulting in the Company’s inability to pay Contractor Pay Period Wages).
    7. Taxes. Unless otherwise stated, Contractor shall be solely liable for any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction with respect to Project Services performed by Contractor or Contractor Pay Period Wages earned by Contractor (collectively, “Taxes”). Company shall not be responsible for paying any such Taxes, not including any tax premised on Company's net income. If Company has the legal obligation to pay or collect Taxes for which Contractor is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Contractor, unless Contractor provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
  4. PROPRIETARY RIGHTS
    1. Work Product. Contractor hereby agrees that any and all of Contractor’s Work Product generated while providing Project Services shall be the sole and exclusive property of the Client for whom such Project Services are performed. Contractor hereby irrevocably assigns to each Client all right, title and interest worldwide in and to any of Contractor’s Work Product generated for such Client. Neither Company nor Contractor shall retain any rights to use such Work Product and Contractor agrees not to challenge the validity of Client’s ownership of such Work Product. Contractor agrees to execute, at each Client’s request and expense, all documents and other instruments necessary or desirable to confirm an assignment to such Client. Contractor hereby irrevocably appoints Client as Company’s attorney-in-fact for the purpose of executing such documents on Contractor’s behalf, which appointment is coupled with an interest. To the extent that Contractor is not permitted to assign any Work Product to a Client hereunder, Contractor hereby assigns such Work Product to Company, who is hereby directed to subsequently assign such Work Product to such Client on Contractor’s behalf.
    2. Moral Rights. Any assignment of Work Product hereunder includes an assignment of all Moral Rights in and to such Work Product. To the extent any such Moral Rights in the Work Product cannot be assigned, Contractor hereby unconditionally and irrevocably grants to the applicable Client an exclusive (even as to Contractor), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed. In the event that Contractor has any Moral Rights in the Work Product that cannot be assigned or licensed, Contractor unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against any Client or their respective customers. Contractor further acknowledge and agree that neither Contractor’s successors-in-interest nor Contractor’s legal heirs retain any Moral Rights in any Work Product.
    3. Publicity. Contractor hereby authorizes Company and licenses to Company the right to use and display Contractor’s name, profile information and contact information (as submitted on the Services), marks (including trademarks) and logo through the Services to be able to put Contractor in touch with potential Clients, and also in marketing materials to indicate that Contractor is a customer of Company, including on Company’s website; provided, however, that Company shall be required to protect the confidentiality of any Confidential Information.
    4. Company Intellectual Property. Except where the Agreement explicitly states otherwise, Company reserves all intellectual property rights to the Services, including in the Site and the App.
  5. CONFIDENTIALITY
    1. Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Client to Contractor, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including any data which is provided to Contractor, and is indicated as being private or confidential in a written communication to Contractor.
    2. Exclusions from Confidential Information. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Client, (ii) is received from a third party without breach of any obligation owed to Client, (iii) was independently developed by Contractor, or (iv) is subject to immediate public disclosure or public availability under any freedom of information law. Contractor may disclose Client’s Confidential Information if it is compelled by law to do so, provided Contractor gives Client prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Client wishes to contest the disclosure.
    3. Protection of Confidential Information. Contractor shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (a) not to use any Client Confidential Information for any purpose outside the scope of these Terms, and (b) except as otherwise authorized by Client in writing, to limit access to Client’s Confidential Information to any of Contractor’s affiliates’ employees, contractors and agents who need such access to provide the Services. Client shall not disclose these Terms to any third party other than legal counsel and accountants without Company’s or Contractor’s prior written consent.
  6. REPRESENTATIONS, WARRANTY AND DISCLAIMER
    1. Company Representations. Company represents that it has validly entered into the Agreement and has the legal power to do so.
    2. Contractor Representations. Contractor represents and warrants that: (a) Project Services shall be performed in a professional manner and in accordance with the industry standards and the Work Product shall comply with the requirements provided by the applicable Client, (b) Work Product will be an original work of Contractor, (c) Contractor has the right and unrestricted ability to assign the ownership of Work Product to the applicable Client as set forth herein, (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Contractor has an unqualified right to grant to the applicable Clients the license to Preexisting IP set forth herein, (f) Contractor will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions, and (g) all information provided by Contractor through the Services is accurate and up to date. Contractor agrees to indemnify and hold Company and each Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Contractor of the representations and warranties set forth in this section.
    3. Company Disclaimer of Contractor Actions. Company shall not be responsible for Contractor’s actions or responsibilities during the performance of any Project Services.
    4. Company Disclaimer of Client Actions. Company shall not be responsible for or guarantee any Client’s actions or responsibilities, including for a Client’s failure to pay for any Project Services performed, or for any claims made by Client against Contractor. Company shall not be responsible for any Client’s refusal to engage Contractor as a Service Provider.
    5. COMPANY DISCLAIMER. COMPANY MAKES NO OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS TO CLIENT AS TO THE COMPANY SERVICES. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY COMPANY AND WAIVED BY CLIENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
  7. TERM, RENEWAL, AND TERMINATION
    1. Term of Agreement. These Terms shall become effective with respect to a Project on the Effective Date, and continue for the applicable Project Duration.
    2. Company Termination for Cause.
      1. A Project may be immediately terminated for cause by the Company, or Contractor may immediately cease performing Project Services with respect to such Project, under the following circumstances: (a) if Client becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (b) if Client violates Company’s intellectual property rights or violate Client’s responsibilities under these Terms; or (c) for other material breaches of these Terms or any of the Agreement, provided that Company gives Client 30 days’ written notice of such material breach describing what may be done to cure such breach, and such breach remains uncured at the expiration of such period.
      2. If any Project of a Client is terminated for cause in accordance herewith, all of such Client’s outstanding Projects may also be terminate immediately by the Company, and Contractor may immediately cease performing Project Services with respect to any Projects it is currently working on for such Client.
    3. Termination without Cause by Client. Client may terminate any Project on which Contractor is performing Project Services without cause upon providing 30 days’ prior written notice to the Company and to Contractor, for any or no reason and without penalty or liability.
    4. Termination without Cause by Contractor. Contractor may resign as a Service Provider and cease providing Project Services with respect to a Project upon providing 30 days’ prior written notice to the applicable Client and the Company, for any or no reason and without penalty or liability.
    5. Payment upon Termination. In no event shall any termination of a Project, or the resignation of Contractor, relieve Client of the obligation to pay any fees payable to Company, or relieve Company of the obligation to pay any wages payable to Contractor, for any period prior to the effective date of such termination or resignation.
  8. LIMITATION OF LIABILITY
    1. Limitation of Liability. IN INTRODUCING CONTRACTOR TO CLIENTS THROUGH THE SERVICES, COMPANY is NOT ACCEPTING ANY RESPONSIBILITY FOR UTILIZATION OF SERVICES OR FOR ANY DECISIONS THAT ARE MADE IN CONNECTION THEREWITH. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $25,000 OR THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER.
    2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
    3. Indemnification. Contractor agrees to indemnify Company in full and hold Company harmless from any and all damages, claims, causes of actions or liabilities (“Claims”), including for Claims of infringement, arising out of the performance of the Agreement or Contractor’s use of the Services, other than Claims arising out of Company’s gross negligence or willful misconduct.
  9. Miscellaneous Provisions
    1. Notices. All notices required under the Agreement shall be specific, in writing, and effective upon receipt. It is each Party’s responsibility to provide the other Party with updated notice contact information if for any reason such Party requires that notices be addressed to different contact information than that provided through the Services. Any required notice to either Party under the Agreement may be sent via email or via other electronic means. Telephone, facsimile and other notices do not constitute notice hereunder.
    2. Severability. If for any reason these Terms or any portion of the Agreement is held or deemed by a court of competent jurisdiction to be invalid or unenforceable under any applicable law or equitable principle or is so held by applicable court decision, such unenforceability or invalidity will not render the Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed, enforced and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision to the maximum allowable extent within the limits of applicable law, equity or applicable decisions, and the remaining provisions of these Terms or the Agreement shall remain binding upon the Parties in full force and effect.
    3. Independent Contractors. Contractor is an independent contractor of Clients and Company; neither Party is the partner, joint venture, agent, representative or employee of the other Party; and nothing in the Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither Party shall have any responsibility or liability for the actions or inactions of the other Party, except as expressly provided herein. Neither Party will have any right or authority to bind or obligate the other Party in any manner or make any representation or warranty on behalf of the other Party.
    4. Limit on Cause of Action. All legal or equitable action(s) arising out of the Agreement that is commenced or initiated by Contractor shall be forever barred unless commenced within one (1) year of the act(s) or omission(s) giving rise to the right(s)/cause(s) of action. The Parties hereby expressly agree that this paragraph is an express waiver by Contractor of all applicable statutes of limitation and/or periods of liberative prescription that may be held or deemed to be applicable by any court of proper jurisdiction.
    5. Dispute Resolution. Unless alternative dispute resolution is mutually agreed upon by the parties, any dispute arising under the Agreement shall be settled in a court of proper jurisdiction in the state where Company’s headquarters are located.
    6. Force Majeure. Neither Contractor nor Company will be liable to each other or any third Party by reason of any failure or delay in the performance of obligations hereunder on account of strikes, shortages, riots, insurrection, terrorist actions or threats, fires, flood, storms, explosions, acts of God, war (declared or undeclared), governmental action, labor conditions, earthquakes, material shortages, outages or delays caused by unforeseen technological issues of Company’s hosting platform(s), third-party payment processors/financial institutions/banks, or a third-party technological dependency, or any other cause which is beyond the reasonable control of Client or Company.
    7. No Waiver. The failure of Contractor or Company to require performance of any provision of the Agreement will not affect the full right of Contractor or Company to require such performance at any time hereafter; nor will the waiver by Contractor or Company of a breach of any provision hereof be taken or held to be a waiver by Contractor or Company of that provision or of the right to demand performance by legal action, equitable action or otherwise.
    8. Assignment. Neither the Agreement nor any rights or obligations of Contractor hereunder may be assigned or transferred by Contractor in whole or in part, whether by operation of law, equity or otherwise, without the prior written approval of Company. Company may exercise full transfer and assignment rights in any manner at its discretion and specifically may sell, pledge, mortgage, hypothecate, or grant a security interest or security right in, and/or otherwise assign its rights and responsibilities herein to a third party it deems will responsibly carry out the obligations herein that are attributed to Company.
    9. Survival. The rights and obligations of the parties contained in Sections 3, 4, 5, or 9, and any other right, obligation or provision under the Agreement that, by its nature, should survive termination or expiration of the Agreement, shall survive any termination or expiration of the Agreement or of any individual Subscriptions.
    10. Governing Law. The Agreement shall be governed by the laws of the state where Company’s headquarters are located, without regard to its conflict of laws principles.
    11. Entire Agreement. The Agreement constitutes the entire, complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersede any prior or concurrent agreements between the Parties with respect to such subject matter, whether in written or oral form. In the event of any conflict or inconsistency between these Terms of Service and the terms stated in a Project request submitted through the Services, the terms of the Project request shall prevail, provided the same are signed by an officer, vice president, or controller of the Company.
    12. Injunctive Relief for Breach. Contractor’s obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Company and for Clients for whom Contractor provides Project Services, for which there will be no adequate remedy at law. As a result, in the event of such breach, Contractor agrees that Company or such Clients will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).