Subject to the conditions set forth herein, .orgFreelancer 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. .orgFreelancer will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by .orgFreelancer, .orgFreelancer 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 (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, 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 AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
1. ORGFREELANCER ACCOUNTS
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site (an “Account”), you agree to abide by this Agreement and the other Terms of Service.
1.2 ACCOUNT ELIGIBILITY
.orgFreelancer offers the Site for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, 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. 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 any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
1.4.1 CLIENT ACCOUNT
You can register for an Account to use the Site as a Client (a “Client Account”).
1.4.2 FREELANCER & AGENCY
You can register for an Account to use the Site as an individual consultant (a “Freelancer Account”) or as business owner “Agency Account”, the owner of which is referred to as an (“Agent or “Agency”). You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your employees or independent contractors; and (b) paying your employees in accordance with applicable law for work performed on behalf of the Agency for Projects.
1.5 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account may 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, your location, and your ability to act on behalf of your business on .orgFreelancer. You authorize .orgFreelancer, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or
financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
1.6 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. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account.
1.7 REVOKE SITE PRIVILEGES OF SERVICE
We reserve the right to revoke the privileges of the Account or access to or use of the Site, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
1.7.1 REVOKE SITE PRIVILEGES OF FREELANCER SERVICE
We reserve the right to revoke Site privileges of a Freelancer if you sign a contract with a Client with the intention of not paying .orgFreelancer its Placement Fee (as specified in Section 5.2), provides poor service, or in our opinion, is the cause of a Dispute.
1.7.2 REVOKE SITE PRIVILEGES OF CLIENT SERVICE
We reserve the right to revoke Site privileges of a Client if you sign a contract with a Freelancer with the intention of not paying .orgFreelancer its Placement Fee (as specified in Section 5.3), defaults on paying Freelancer, or in our opinion, is the cause of a Dispute.
2. PURPOSE OF .ORGFREELANCER
The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, .orgFreelancer provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts.
2.1 RELATIONSHIP WITH .ORGFREELANCER
.orgFreelancer does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients unless as specified in a separate agreement. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and .orgFreelancer is not a party to that Service Contract. You acknowledge, agree, and understand that .orgFreelancer is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. .orgFreelancer does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that .orgFreelancer does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. .orgFreelancer makes no representations about and does not guarantee, and you agree not to hold .orgFreelancer responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
You acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of .orgFreelancer, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) .orgFreelancer will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users.
2.2 TAXES AND BENEFITS
Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through .orgFreelancer, and that .orgFreelancer will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from .orgFreelancer; (c) for determining whether Freelancer is required by applicable
law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if .orgFreelancer is required by applicable law to withhold any amount of the Freelancer Fees and for notifying .orgFreelancer of any such requirement and indemnifying .orgFreelancer for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of .orgFreelancer, Freelancer agrees to promptly cooperate with .orgFreelancer and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to .orgFreelancer.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
Users may post feedback on the Site. You hereby acknowledge and agree User feedback benefits the marketplace and the efficiency of the Site. .orgFreelancer does not monitor, influence, contribute to or censor these opinions. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. .orgFreelancer 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. .orgFreelancer reserves the right (but is under no obligation) to remove posted feedback or information that, in .orgFreelancer’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of .orgFreelancer.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
3.1 SERVICE CONTRACTS
If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that .orgFreelancer is not a party to any Service Contracts.
The parties may use .orgFreelancer’s Optional Service Contract in whole or in part, in addition to or instead of other such agreements. The Optional Service Contract Terms are provided as a sample only and .orgFreelancer does not assume any responsibility for any consequence of using the Optional Service Contract Terms. .orgFreelancer expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
If Client and Freelancer sign a contract as specified in Section 5.2, Client and Freelancer are forbidden from cutting out .orgFreelancer and not paying their Placement Fee. orgFreelance reserves the right to request activity statements from Clients and Freelancers and use legal support to collect fees it is due. Clients and Freelancers will be responsible to pay all collection and related legal fees if they are found to have violated this section 3.1.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Freelancers, you acknowledge and agree that .orgFreelancer will not and is not obligated to provide any dispute assistance. Without regard to the outcome of the dispute, .orgFreelancer shall be paid in full for any amounts to which we would otherwise be entitled.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User 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. Upon a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s
4. JOINT VENTURE
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between .orgFreelancer and a User.
5. ORGFREELANCER FEES
5.1 FREELANCER SERVICE FEES
Freelancer Users shall pay .orgFreelancer an annual Fee to use the Service as advertised on www.orgfreelancer.com. The Fees are subject to change without notice.
5.2 CLIENT SERVICE FEES
Client Users shall pay .orgFreelancer a project posting Fee as advertised on www.orgfreelancer.com. The Fees are subject to change without notice.
5.3 CONCIERGE SERVICE
In the event that Client User engages .orgFreelancer to conduct concierge service, orgFreelancer will bill Client User for the agreed upon concierge rate.
5.4 CLIENT PLACEMENT FEE
.orgFreelancer has currently suspended Placement Fees.
5.5 VAT AND OTHER TAXES
.orgFreelancer may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the “Taxes”). In such instances, any amounts .orgFreelancer is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to .orgFreelancer under the Terms of Service.
5.6 PAYMENT METHODS
In order to use certain Site Services, Client and Freelancer must provide account information for at least one valid Payment Method. Client and Freelancer hereby authorize .orgFreelancer to run credit card authorizations on all credit cards provided by Client and Freelancer, to store credit card and banking or other financial details as appropriate, and to charge Client’s credit card (or any other Payment Method) for the .orgFreelancer Fees and any other amounts owed under the Terms of Service.
5.7 AUTOMATIC RENEWALS
The Service Fees identified in Section 5.1 shall automatically renew annually at the then current rate unless User provides .orgFreelancer sixty (60) days advance notice to cancel.
6. 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 ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. .ORGFREELANCER MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, .ORGFREELANCER 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 NONINFRINGEMENT.
7. LIMITATION OF LIABILITY
.orgFreelancer 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;
- delays or disruptions in our Site;
- viruses or other malicious software obtained by accessing, or linking to, our Site;
- glitches, bugs, errors, or inaccuracies of any kind in our Site;
- damage to your hardware device from the use of the Site;
- the content, actions, or inactions of third parties’ use of the Site;
- 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), Composite Information, 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 .ORGFREELANCER, 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 .ORGFREELANCER, 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 .ORGFREELANCER WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER 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
You hereby release .orgFreelancer, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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 that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer, and requests for refunds based upon disputes.
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 .orgFreelancer failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless .orgFreelancer, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site by you or your agents, including any payment obligations or default incurred through use of the Site; (b) any Service Contract entered into by you or your agents, (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.
10. AGREEMENT TERM AND TERMINATION
Unless both you and .orgFreelancer 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 legalnotices@.orgFreelancer.org. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed.
User understand and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) that your obligations to the agreements you have with other Users are still in force; (b) you will continue to be bound by this Agreement and the other related agreements until all such Projects have closed on the Site; (c) .orgFreelancer will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to .orgFreelancer for any Site Services or such other amounts owed under the Terms of Service.
As specified in Section 1.7, and without limiting .orgFreelancer’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site, deny your registration, 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 any other provisions 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 .orgFreelancer or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without .orgFreelancer’s prior written consent.
You agree as follows: IF .ORGFREELANCER DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, .ORGFREELANCER HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT .ORGFREELANCER WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
10.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which .orgFreelancer will have no liability whatsoever. .orgFreelancer, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or .orgFreelancer 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.
11. DISPUTES BETWEEN YOU AND .ORGFREELANCER
11.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and .orgFreelancer or our Affiliates, you, .orgFreelancer, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, or other related .orgFreelancer Agreement (not including agreements between a Client and a Freelancer), in accordance with this Section 11 (sometimes referred to as the “Arbitration Provision”). Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, any payments or monies you claim are due to you from .orgFreelancer or our Affiliates, and all other federal or state legal claims arising out of or relating to your relationship with .orgFreelancer or the termination of that relationship.
11.2 CHOICE OF LAW
11.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and .orgFreelancer agree to first notify each other of the Claim. You agree to notify .orgFreelancer of the Claim at Attn: Kim Robinson, legalnotices@.orgFreelancer.org, and .orgFreelancer agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and .orgFreelancer then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or .orgFreelancer, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and .orgFreelancer 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.
11.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, .orgFreelancer, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
12.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and .orgFreelancer 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.
12.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon .orgFreelancer unless in a written instrument signed by a duly authorized representative of .orgFreelancer or posted on the Site by .orgFreelancer. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without .orgFreelancer’s prior written consent in the form of a written instrument signed by a duly authorized representative of .orgFreelancer. .orgFreelancer may freely assign this Agreement and the other Terms of Service without User’s consent. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs,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.
12.5 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 for a reasonable period 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.
12.6 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
.orgFreelancer makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk 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.
12.7 CONSENT TO USE ELECTRONIC RECORDS
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer 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.
“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.
“Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
“Service Contract” means the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.