Effective Date May 26, 2015
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Bizoforce Inc. (“Bizoforce”, “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.bizofit.com and all affiliated websites owned and operated by us or our Affiliates (collectively, the “Site”) and all services that are accessible through the Site (“Site Services”),.except the Service Provider Services, whether provided by us or our affiliates. To the extent permitted by applicable law, Bizoforce may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. This Agreement includes and hereby incorporates by reference the agreements and polices linked from [https://www.bizofit.com/terms-of-service/] or elsewhere on the Site, as such agreements and policies may be modified by Bizoforce from time to time in our sole discretion (collectively, the “Terms of Service”). In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR THE SITE SERVICES. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
- DIGITAL SIGNATURE.
By registering for a Bizoforce account on the Site (an “Account”), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to applicable laws regarding Electronic Signatures. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
- CONSENT TO USE ELECTRONIC RECORDS.
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
2.1 Your Consent and Your Right to Withdraw Consent.
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Client Services. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 You Must Keep Your Email Address Current With Us.
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Client Services.
2.3 Hardware and Software You Will Need.
To access and retain the records and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version,” we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement electronically, you represent that (a) you have read and understand this consent to receive records and notices electronically; (b) you satisfy the minimum hardware and software requirements specified above; and (c) your consent will remain in effect until you withdraw your consent as specified above.
- BIZOFORCE ACCOUNTS.
3.1 Account Eligibility.
To use certain Site Services, you must register for an Account. Bizoforce offers the Site Services for your business purposes, and not for personal, household, or consumer use. If you accept and/or bid on any Project or other work, you must have, and represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). To register for an Account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, you also must agree to the terms of this Agreement. By registering for an Account, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Service Provider Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. Bizoforce reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in Bizoforce’s sole discretion.
You agree that you are not: (a) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
3.2 Account Registration.
You agree to provide true, accurate, and complete information on 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 must not provide misleading information about your location. You must not register for more than one Client Account and one Service Provider Account without express written permission from us (except that you are allowed to be an Agency Service Provider of other Accounts as provided below).
3.3 Identity 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. You authorize Bizoforce, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.
3.4 Agency Accounts.
You may create an account (an “Agency Account”) through which other authorized Users (“Agency Members”) may act on your behalf in the roles you assign. You may also grant certain account administration privileges to one or more Agency Members with account administration privileges for your Agency Account (each, a “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.
You must create a new Account and profile for each Agency Member. Each Agency Member must be a real person. Each Agency Member’s Account profile must contain the Agency Member’s real name and comply with all Terms of Service. Agency Members’ identities may be subject to verification.
You agree to grant access to the Agency Account and any related Agency Member only to Users authorized to act on your behalf and only in accordance with this Agreement. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept this Agreement on your behalf and as your legally binding obligation. You agree: (a) not to use any Account, Agency Member, username, or password of another User of the Site that you are not authorized to use, and (b) not to allow others who are not authorized to do so to use the Agency Account or any related Agency Member Account at any time.
Your Agency Account (including feedback) and username are transferable only upon Bizoforce’s approval, at Bizoforce’s sole discretion.
If your Agency Account contains Agency Members with Account profiles that violate this Agreement, it may affect your rating on the Site. Any or all Agency Member Accounts related to the Agency Account may be suspended or terminated without warning if the Agency Account or any related Agency Member’s Account is suspended or terminated.
3.5 Usernames and Passwords.
When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. In addition, if you are a User who owns an Agency Account, or if you are an Agency Account Administrator, you agree to safeguard and maintain the confidentiality of all your Agency Account passwords. You authorize Bizoforce to assume that any person using the Site with your username and password or your Agency Account passwords, and the username of any Agency Account added by a Agency Account Administrator (if any) either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account [or any related Agency Account or unauthorized access to your password or the password of any User of your Account [or any related Agency Account].
3.6 Feedback and Ratings.
Bizoforce encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Bizoforce may calculate a composite feedback number based on these individual ratings. Service Providers agree to be rated by Clients along several criteria, as determined by Bizoforce. Bizoforce provides its feedback and rating system as a means through which Users can express their opinions publicly, and Bizoforce does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Bizoforce’s attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, Bizoforce is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
- PURPOSE OF THE SITE AND SITE SERVICES.
The Site is a marketplace where Clients and Service Providers can identify each other and buy and sell Service Provider Services online. Subject to the terms of this Agreement, Bizoforce provides the Site Services to Clients and Service Providers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and managing disputes related to those Service Contracts. If a Client and Service Provider agree on terms of the Service Provider Services, a Service Contract is formed directly between such Client and Service Provider, subject to the provisions set forth in Section 5 (Relationship Between Client and Service Provider). When Client and Service Provider enter a Service Contract, they use the Site to hire, manage, and pay online.
4.1 ESCROW ACCOUNTS
Bizoforce provides Escrow Services to Clients and Service Providers to deliver, hold, or receive payment for a Project, and to make payments.
You hereby employ, authorize, and instruct Bizoforce to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes (the “Escrow”) in accordance with this Agreement and the applicable Escrow Instructions.
- CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND SERVICE PROVIDER.
5.1 Service Contracts
Client and Service Provider acknowledge and agree that when Service Provider accepts a Project awarded by Client, Client and Service Provider will be deemed to have entered into a “Service Contract” including Escrow instructions, and the Project terms awarded and accepted on the Site to the extent that the terms do not purport to expand Bizoforce’s obligations or restrict Bizoforce’s rights under this Agreement, and any other contractual provisions accepted by both Client and Service Provider, to the extent that the provisions do not purport to expand Bizoforce’s obligations or restrict Bizoforce’s rights under this Agreement.
- PAYMENT TERMS.
- Service Fee.
When a Client pays a Service Provider, or funds related to a Project are otherwise released to a Service Provider as required by the applicable Escrow Instructions, Bizoforce will credit the Service Provider Escrow Account and then deduct and disburse to Bizoforce a 6% Service Fee for introducing Client, creating, hosting, maintaining, and providing the Site Services. If Service Provider elects disbursement in foreign currency, Bizoforce may add a conversion fee of 1.5% or other reasonable % to the spot rate quoted by its foreign exchange vendor.
Bizoforce may introduce Clients to Service Providers and may help Service Providers find Projects. Therefore, Bizoforce may charge a fee when a Service Provider finds a suitable Client or finds a Project.
6.3 Disbursements to Service Providers.
Under the relevant Escrow Instructions, Bizoforce automatically disburses funds that are payable to Service Provider under the Client-Service Provider agreement for the Project (less any applicable Fees) to Service Providers (according to Service Provider’s payment instructions provided to Bizoforce) within ninety days after the Service Provider Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Service Provider Fees are due and payable from Client). Service Provider agrees that it will not receive interest or other earnings on the funds held by Bizoforce prior to disbursement to Service Provider.
For Hourly-Rate Contracts, funds become payable to Service Providers following the expiration of the dispute period and the security period. For Fixed-Price Contracts, the Service Provider Fees become payable to Service Providers following the expiration of the security period. The security period begins after Client accepts work submitted by Service Provider by clicking the Make a Payment button.
Notwithstanding any other provision of this Agreement or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, Bizoforce may hold the disbursement of the Service Provider Fees. Additionally, Bizoforce may also hold the disbursement of the Service Provider Fees if: (a) we require additional information, such as Service Provider’s passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Service Provider Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Service Provider’s obligations under a Service Contract, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law. In cases of fraud, abuse, or violation of this Agreement, Bizoforce reserves the right to revoke the Bizoforce Payment Guarantee and hold and/or reclaim all Service Provider Fees due to Service Provider (not just the Service Provider Fees from the Service Contract(s) under investigation).
If Client fails to pay the Service Provider Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Bizoforce may suspend or terminate Client’s Account, the processing of any additional payments, and any Service Provider Services in progress. Without limiting other available remedies, Client must pay Bizoforce upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Bizoforce, at our discretion, may set off amounts due against other amounts received from or held by Bizoforce for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.5 No Return of Funds.
Client acknowledges and agrees that Bizoforce may charge Client’s designated Payment Method for the Service Provider Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance of the Service Provider Services, and (b) for Hourly-Rate Contacts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Bizoforce and the escrow services provided by Bizoforce, Client agrees that once Bizoforce charges Client’s designated Payment Method for the Service Provider Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Service Provider Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Bizoforce may dispute or appeal the chargeback and institute collection action against Client.
6.6 Formal Invoices and Taxes.
Bizoforce shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Service Provider Fees. Service Provider shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Service Provider Fees and for issuing any invoices so required. Service Provider shall also be solely responsible for determining whether: (a) Service Provider or Bizoforce 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 Service Provider Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Bizoforce, as appropriate; and (b) Bizoforce is required by applicable law to withhold any amount of the Service Provider Fees and for notifying Bizoforce of any such requirement and indemnifying Bizoforce (either by Bizoforce, at our sole discretion, offsetting the relevant amount against a future payment of Service Provider Fees to Service Provider or Service Provider reimbursing Bizoforce for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Bizoforce, Service Provider agrees to promptly cooperate with Bizoforce and provide copies of Service Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Service Provider is engaging in an independent business as represented to Bizoforce.
6.7 Payment Methods.
In order to use certain Site Services, Users may require to provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: Bank ACH/ wire, and PayPal, and Credit/ Debit cards in the future.
Users providing Payment information authorize Bizoforce to run credit card authorizations on all credit cards provided by Users, to store credit card details as method of payment for Services, and to charge credit card (or any other form of payment authorized by Bizoforce or mutually agreed to between User and Bizoforce). Credit cards and PayPal accounts in most countries will be charged by Bizoforce. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by Bizoforce or an Affiliate of Bizoforce. Bizoforce, in its sole discretion, may deviate from its typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.
When Client authorizes the payment of the Service Provider Fees for a Fixed-Price Contract on the Site, User automatically and irrevocably authorizes and instructs Bizoforce to charge Client’s Payment Method for the applicable amount. Bizoforce may, in its sole discretion or upon instructions from Bizoforce, deviate from the typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.
- EXCLUSIVITY AND NON-CIRCUMVENTION.
You acknowledge and agree that a substantial portion of the compensation Bizoforce receives for making the Site available to you is collected as a Service Fee from the Service Provider, described in the foregoing subsection titled “Service Fee.” Bizoforce charges a portion of the Service Fee based on Billings. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Exclusivity Period”), you must provide details of all Billings and payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Bizoforce Relationship”). You may opt-out of this obligation only if Service Provider pays Bizoforce an “Opt-Out Fee” computed to be the greater of the following amounts:
- $25,000; or
- 6% of the cost to the Client of the services to be performed in the Bizoforce Relationship during the Exclusivity Period, as estimated in good faith by the prospective Client; or
- all Service Fees that would be earned by Bizoforce from the Bizoforce Relationship during the Exclusivity Period, computed based on the annualized amount earned by Service Provider from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Bizoforce;
and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Service Provider until the date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to [email protected]
Non-Circumvention. You agree not to circumvent the workflow offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
- Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
- Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Service Provider.
You agree to notify Bizoforce immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Bizoforce by sending an email message to: [email protected]
- SERVICE CONTRACT TERMS BETWEEN CLIENT AND SERVICE PROVIDER.
Unless otherwise agreed to in a writing signed by both Client and Service Provider and except for Service Contracts classified as employment relationships, the terms and conditions of the Service Contract that a Service Provider enters directly with a Client when the Service Provider agrees to provide Services to the Client are as set forth in this Section. Client and Service Provider may not agree to any other terms and conditions that affect the rights or responsibilities of Bizoforce. Bizoforce is not a party to any Service Contract between Users, except as a Third-Party Beneficiary as described further below.
Service Provider shall perform the Service Provider Services in a professional and workmanlike manner and shall timely deliver any agreed upon Work Product. The manner and means of performing the Service Provider Services shall be determined and controlled by Service Provider.
Work performed under Hourly-Rate Contracts under a Service Provider’s Account must be performed by the Service Provider that has the Account. If Service Provider wishes to subcontract with third parties to perform Service Provider Services on behalf of Service Provider, Service Provider represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an “Agency”). Service Provider and Agency agree and acknowledge that Agency’s employees and independent contractors are not employees of Bizoforce or Client. As between Bizoforce and Service Provider, Service Provider agrees that Bizoforce has no responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Agency’s employees and independent contractors and that Bizoforce has no obligation to supervise and control them. Service Provider represents, warrants, and covenants that Agency acknowledges and agrees that: (a) Agency is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Agency’s employees and independent contractors and has the sole and exclusive right to supervise and control them, and (b) neither Agency, nor any of its employees, independent contractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from Bizoforce or Client.
8.4 Dispute Resolution.
You agree to abide by the Dispute Resolution Policy that apply to your particular Service Contract.
8.5 Termination of a Service Contract.
Under Hourly-Rate Contracts, either Client or Service Provider may terminate the Service Contract at any time for any or no reason. However, Client remains obligated to pay the Service Provider Fees for any time Service Provider provided Service Provider Services prior to termination of the Hourly-Rate Contract.
For Fixed-Price Contracts, Client may terminate at any time but may not recover any payments already made, and Service Provider may terminate at any time before Bizoforce charges Client’s Payment Method for any Service Provider Fees. If Bizoforce has charged Client’s Payment Method for some or all of the Service Provider Fees under a Fixed-Price Contract, Service Provider may terminate the Fixed-Price Contract only with Client’s consent or after Service Provider refunds Client’s Service Provider Fees via the Site.
8.6 Intellectual Property Rights
Certain Defined Terms
The following capitalized terms have the following meanings:
“Background Technology” means all Inventions developed by Service Provider other than in the course of providing Service Provider Services to Client under the Service Contract and all Inventions that Service Provider incorporates into Work Product.
“Client Materials” means instructions, requests, intellectual property, and any other information or materials that Client provides to Service Provider for a Service Contract.
“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
“Work Product” means any and all work product developed by Service Provider as required to complete the Project and delivered to Client in the performance of the Project, excluding Background Technology.
Service Provider will disclose in the Project Terms any Background Technology which Service Provider proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Service Provider discloses no Background Technology, Service Provider warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Service Provider will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Service Provider, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Project Terms, Service Provider agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
License to Background Technology
Upon Service Provider’s receipt of payment from Client, Service Provider hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.
Client grants Service Provider a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Service Provider Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Service Provider shall immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Service Provider’s premises, systems, or any other equipment or location otherwise under Service Provider’s control. Within ten days of such request from Client, Service Provider agrees to provide written certification to Client that Service Provider has returned or destroyed all Client Materials and Work Product as provided in this subsection.
Ownership of Work Product and Intellectual Property
Upon Service Provider’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Service Provider has any Intellectual Property Rights to the Work Product that are not owned by Client upon Service Provider’s receipt of payment from Client, Service Provider hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Service Provider retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Service Provider hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
License to or Waiver of Other Rights
If Service Provider has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Service Provider, Service Provider hereby automatically, upon Service Provider’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Service Provider, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Service Provider has any rights to such Work Product that cannot be assigned or licensed, Service Provider hereby automatically, upon Service Provider’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights.
Service Provider will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Service Provider’s signature on any document needed in connection with the foregoing, Service Provider hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Service Provider.
8.9 Worker Classification.
Client assumes all liability for determining whether Service Providers are independent contractors or employees; Bizoforce disclaims any liability for such determination. This Agreement does not create a partnership or agency relationship between Client and Service Provider. Service Provider does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Client. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Service Provider. A Service Provider classified as independent contractor is free at all times to provide Service Provider Services to persons or businesses other than Client, including any competitor of Client.
For Service Contracts classified as employment relationships, Service Provider and Client will participate in the payroll program made available on the Site by a third-party provider and will enter into appropriate employment-related agreements as requested by the third-party provider or Client. For employment services, the employer of the Service Provider will be the third-party provider and not Bizoforce. Service Provider is responsible for accurately recording Service Provider’s work hours on the platform. By submitting a Time Log, Service Provider verifies that the hours worked are accurately recorded, including but not limited to any overtime hours.
- Records of Compliance.
Client and Service Provider will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Bizoforce upon request. Nothing in this subsection shall be construed as requiring Bizoforce to supervise or monitor Service Provider Services or a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
- Relationship with Bizoforce.
Bizoforce is not a party to the dealings between Client and Service Provider, including posts, proposals, screening selection, contracting, and performance of Service Provider Services. Bizoforce merely makes the Site Services available to enable Service Providers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Service Providers for themselves. Bizoforce does not, in any way, supervise, direct, or control Service Provider. Bizoforce does not set Service Provider’s work hours and location of work, nor is Bizoforce involved in determining if the Service Provider Fees will be set at an hourly or fixed rate for a Service Contract. Bizoforce will not provide Service Provider with training or any equipment, labor, or materials needed for a particular Service Contract. Bizoforce makes no representations about, and does not guarantee the quality, safety, or legality of, the Service Provider Services; the truth or accuracy of Service Provider’s listings on the Site; the qualifications, background, or identities of Users; the ability of Service Providers to deliver the Service Provider Services; the ability of Clients to pay for the Service Provider Services; or that a Client or Service Provider can or will actually complete a transaction.
Bizoforce does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Service Provider; each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Service Provider’s performance, and Client’s acceptance, of Service Provider Services.
Bizoforce is not required to and may not verify any information given to us by Service Providers or Clients, nor does Bizoforce perform background checks on Service Providers or Clients. Bizoforce may provide information about a Service Provider or Client, such as a strength or risk score, geographical location, or verification of identity or credentials. However, such information may or may not be accurate and complete, and is based solely on data that Service Provider or Client submits to Bizoforce/ verifies, and Bizoforce provides such information solely for the convenience of Users and is not an introduction, endorsement, or recommendation by Bizoforce.
- Third-Party Beneficiary.
Client and Service Provider acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Service Contract. Client and Service Provider therefore appoint Bizoforce as a third-party beneficiary of their Service Contracts for purposes of enforcing the obligations owed to, and the benefits conferred on, Bizoforce by the Service Contracts. Client and Service Provider further agree that Bizoforce has the right to take such actions with respect to the Service Contracts or their Accounts, including, without limitation, suspension, termination, or legal actions, as Bizoforce, in our sole discretion, deems necessary.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Bizoforce, except and solely to the extent expressly stated in this Agreement.
Service Contracts shall be governed by Sections 15 (Confidential Information), 12 (General), and 23 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
12.1 Entire Agreement.
The terms and conditions set forth in this Section 12 and any additional or different terms expressly agreed by Client and Service Provider shall constitute the entire agreement and understanding of Client and Service Provider with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
- BIZOFORCE’S ROLE.
13.1 Service Contracts.
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Service Providers; (b) Bizoforce is not a party to any Service Contracts between Clients and Service Providers; (c) you are not an employee of Bizoforce and that Bizoforce does not, in any way, supervise, direct, or control Service Provider Services; (d) Bizoforce shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) Bizoforce has no control over Service Providers or the Service Provider Services offered or rendered by Service Providers; and (f) Bizoforce makes no representations as to the reliability, capability, or qualifications of any Service Provider or the quality, security, or legality of any Service Provider Services, and Bizoforce disclaims any and all liability relating thereto.
- LICENSES AND THIRD-PARTY CONTENT.
14.1 Site License and Proprietary Rights.
Subject to and conditioned on compliance with this Agreement, Bizoforce grants you a limited license to access and, if you have created an Account, to use the Site for the purpose using the Site Services. You must not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purposes other than the purposes for which it was made available. You agree not to use the Site for offering any goods or services other than Service Provider Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without Bizoforce’s prior written consent. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Bizoforce. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. Bizoforce and our licensors retain all right, title, and interest in and to all Proprietary Rights related in and to the Site and the Site Services. Bizoforce logos and name are trademarks of Bizoforce and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Bizoforce’s or any third party’s Proprietary Rights, whether by estoppel, implication, or otherwise.
14.2 User Content License.
When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Proprietary Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Bizoforce may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Bizoforce and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Bizoforce under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Bizoforce does not waive any rights to use similar or related ideas known or developed by Bizoforce or obtained from sources other than you.
14.3 Unauthorized Access and Use; Site Interference; Malicious Software.
The Site contains robot exclusion headers You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Bizoforce and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Bizoforce or any third party.
14.4 Third-Party Verification and Monitoring.
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Bizoforce. Bizoforce neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Bizoforce’s authorized employees acting in their official capacities.
14.5 Links and Applications.
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Bizoforce is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
- CONFIDENTIAL INFORMATION.
To the extent a Client or Service Provider provides Confidential Information to the other, the recipient shall protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and shall: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Service Provider Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Service Provider); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Service Provider Services for the relevant Service Contract.
If and when Confidential Information is no longer needed for the performance of the Service Provider Services for a Services Contract or at Client’s or Service Provider’s written request (which may be made at any time at Client’s or Service Provider’s sole discretion), the party that received Confidential Information, shall, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting subsection 15.1 (Confidentiality), Client, Service Provider, and Bizoforce shall not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Service Provider Services for a Services Contract.
- WARRANTY DISCLAIMER.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BIZOFORCE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIZOFORCE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST BIZOFORCE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
- LIMITATION OF LIABILITY.
IN NO EVENT WILL BIZOFORCE, 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 BIZOFORCE, 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 SHALL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY BIZOFORCE WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR SERVICE PROVIDER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Bizoforce is not a party to any contract between Client and Service Provider, you hereby release Bizoforce, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Service Provider Services provided to Client by a Service Provider and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).
YOU HEREBY WAIVE 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 shall not apply to a claim that Bizoforce failed to meet our obligations under this Agreement.
You shall indemnify, defend, and hold harmless Bizoforce, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by a third party against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Service Provider as an independent contractor; the classification of Bizoforce as an employer or joint employer of Service Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement 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) libel, violation of privacy rights, unfair competition, or infringement of Proprietary Rights or allegations thereof to the extent caused by you or your agents.
- TERM AND TERMINATION.
This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Bizoforce agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. If you are using Bizoforce Payroll Services, you must legally terminate your relationship with Client or Service Provider, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your Account is automatically terminated; however, (i) if you have any open Projects when you terminate this Agreement you will continue to be bound by this Agreement until all such Projects have closed; (ii) Bizoforce will continue to perform those services necessary to complete any open Project or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Projects, whichever is later, to Bizoforce for any Site Services and to any Service Providers for any Service Provider Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Bizoforce from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site Policies necessary to implement the foregoing survive termination of this Agreement for any reason.
Any termination of an Account will automatically lead to the termination of all related Agency Accounts, and upon any termination of an Agency Account, Bizoforce may terminate any or all related Accounts and Agency Service Provider Accounts.
Without limiting Bizoforce’s other remedies, we may issue a warning or temporarily suspend, indefinitely suspend, or terminate your User access, Account, or a Project, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, other parts of the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Bizoforce or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Bizoforce’s prior written consent.
Without limiting Bizoforce’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Bizoforce or our Affiliates under this Agreement, you must pay Bizoforce for all fees owed to Bizoforce and our Affiliates and reimburse Bizoforce for all losses and costs (including any and all time of Bizoforce’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
We will notify you if we cancel your Account, unless we believe, in our sole judgment, that giving notice may cause further violation or damages. However, we will notify you that your Account will be canceled if applicable law requires such notification. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Projects with you. You therefore agree as follows: IF BIZOFORCE SUSPENDS OR TERMINATES YOUR ACCOUNT OR PROJECT, BIZOFORCE HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE PROJECTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR PROJECT STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
When your Account is terminated for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Bizoforce will retain this information along with all your previous posts and proposals for a period of one year from the date of termination to give you ample time to institute an appeal our decision through the process described in the subsection titled “Disputes with Bizoforce.” If you appeal our decision through that process within one year, Bizoforce will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Bizoforce may delete your information including data, messages, files, and other material you keep on the Site.
20.1 Enforcement of Agreement and Policies.
Bizoforce has the right, but not the obligation, to suspend or terminate your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Bizoforce’s other remedies, we may suspend or terminate your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Bizoforce. Once we suspend or terminate your Account, you may not access any parts of the Site, including data, messages, files, and other material saved on the Site and you may not continue to use the Site under a different Account or reregister under a new Account. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You understand that any termination of your Account may involve deletion of any content stored in your Account for which Bizoforce will have no liability whatsoever.
20.2 Consequences of Termination.
Termination of this Agreement or your Account shall not relieve Client of the requirement to pay for Service Provider Services performed prior to the effective date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Bizoforce to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Bizoforce shall pay Service Provider, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination [or thereafter for any Service Contracts executed before termination of this Agreement.
Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF BIZOFORCE SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY RELATED SERVICE CONTRACTS, BIZOFORCE HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND (B) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
Those terms that by their nature are intended to survive this Agreement shall survive this Agreement.
- CANCELLATIONS, REFUNDS, AND DISPUTES.
21.1 Dispute Process.
You agree to abide by the Dispute Process that apply to your particular service contract.
If a dispute arises between you and Bizoforce or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Bizoforce, and our Affiliates agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Site Services (each, a “Claim”) in accordance with this Section.
21.2 Choice of Law and Forum for Disputes.
This Agreement and any controversy, dispute, or claim between User and Bizoforce or our Affiliates that arises out of or relates to this Agreement (each, a “Claim”), including without limitation any dispute relating to a Service Contract, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Service Provider located within the United States will be governed by the law of the state in which such Service Provider resides.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
21.3 Informal Dispute Resolution.
Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Bizoforce of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 (the “Notice”) and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Bizoforce will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.
21.4 Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Service Providers Located Outside the United States and Its Territories).
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all users except Service Providers located outside of the United States and its territories.
In the unlikely event that Bizoforce is unable to resolve a Claim within 60 days of its receipt of the Notice, you, Bizoforce, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
- Scope of Arbitration Agreement and Conduct of Arbitration.
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Except as otherwise stated in this Section, this Arbitration Provision applies to any legal dispute arising out of or related to your relationship with Bizoforce (including any claimed employment with the Company or one of its Affiliates or successors) or termination of your relationship with Bizoforce, regardless of the date of Claim accrual. This Arbitration Provision survives after your relationship with Bizoforce ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Section, you and Bizoforce agree that any legal dispute or controversy covered by this Arbitration Provision, or arising out of, relating to, or concerning the validity, enforceability or breach of this Arbitration Provision, will be resolved by binding arbitration administered by JAMS. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator.
Except as otherwise provided herein, arbitration will be conducted in Will County, Illinois in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims or disputes by Service Providers that allege employment or worker classification claims will be conducted within 25 miles of where the Service Provider is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
Except as it otherwise provides, this Arbitration Provision applies, without limitation, to all disputes arising out of or related to your relationship with Bizoforce or the termination of that relationship, any payments you claim due you from Bizoforce, trade secrets, unfair competition, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Bizoforce or the termination of that relationship.
You and Bizoforce will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Service Provider will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is already pending in a state or federal court as of the effective date of this Arbitration Provision. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Bizoforce may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. Notwithstanding this Arbitration Provision, you and Bizoforce retain the right to bring an action in small claims court within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court.
Regardless of any other terms of this Arbitration Provision, a claim may be brought before and remedies awarded by an administrative agency if applicable law permits the agency to adjudicate the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.
Disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision.
- Enforcement of this Arbitration Provision.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Bizoforce agree that this Arbitration Provision is otherwise silent as to any party’s ability to bring a class, collective or representative action in arbitration.
- Class Action and Jury Trial Waiver.
THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH YOU AND BIZOFORCE AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS RULES, DISPUTES REGARDING THE VALIDITY, ENFORCEABILITY OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE SHALL BE ENFORCED IN ARBITRATION. YOU AND BIZOFORCE AGREE THAT YOU WILL NOT BE RETALIATED AGAINST, DISCIPLINED OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, THE COMPANY MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER SHALL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.
- Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Bizoforce in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Bizoforce at Attn: Legal, 3528 Fairmont Ave, Naperville, IL 60564 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
22.1 Entire Agreement.
This Agreement, together with the other Terms of Service and any other legal notices and agreements published by Bizoforce on the Site, sets forth the entire agreement and understanding between you and Bizoforce relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Bizoforce drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring you or Bizoforce because of the authorship of any provision of this Agreement.
22.2 Side Agreements.
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Service Providers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, work for hire agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Bizoforce’s obligations or restrict Bizoforce’s rights under this Agreement.
User shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Proprietary Rights.
No modification or amendment to this Agreement shall be binding upon Bizoforce unless in a written instrument signed by a duly authorized representative of Bizoforce. For the purposes of this subsection, a written instrument shall expressly exclude electronic communications, such as email and electronic notices, but shall include facsimiles.
22.5 No Waiver.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without Bizoforce’s prior written consent in the form of a written instrument signed by a duly authorized representative of Bizoforce (and, for the purposes of this subsection, a written instrument shall expressly exclude electronic communications such as email and electronic notices, but shall include facsimiles). Bizoforce may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall 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 shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
22.8 Choice of Law.
This Agreement and any controversy, dispute, or claim arising out of or relating to this Agreement between User and Bizoforce or our Affiliates, including, but not limited to, a Service Contract (each, a “Claim”), shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Service Provider located within the United States will be governed by the law of the state in which such Service Provider resides.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
22.9 Force Majeure.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30-day period, the effect of the Force Majeure continues, the Contract shall terminate.
22.10 Prevailing Language and Location.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Bizoforce makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
22.11 Communications from you to Bizoforce.
All notices to Bizoforce or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: Legal, 3528 Fairmont Ave, Naperville, IL 60564; or (c) in writing via email to [email protected] All such notices are deemed effective upon documented receipt by Bizoforce.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Bizoforce.
“Client” means any authorized User utilizing the Site to request Service Provider Services to be performed by a Service Provider (i.e., a User who is a client or potential client of Service Provider Users). From time to time, Bizoforce may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Bizoforce when Bizoforce acts in this way.
“Client Deliverables” means instructions, requests, intellectual property, and any other information or materials that a Service Provider receives from a Client for a particular Service Contract.
“Confidential Information” means Client Deliverables, Service Provider Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Service Provider 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.
“Service Provider” means any authorized User utilizing the Site to offer Services to Clients. A Service Provider User is also a customer of Bizoforce with respect to use of the Site and the limited Site services.
“Service Provider Deliverables” means instructions, requests, intellectual property, and any other information or materials that a Client receives from a Service Provider for a particular Service Contract.
“Service Provider Services” means all services performed for or delivered to Clients by Service Providers.
“Project” means Service Provider Services that a Service Provider agrees to provide to a Client. This term does not imply an employment relationship and is not to be interpreted in that manner.
“Payment Method” means a valid credit card issued by a bank acceptable to Bizoforce Inc., a bank account linked to your Account, a PayPal account, or such other method of payment as Bizoforce may accept from time to time in our sole discretion.
“Proprietary Rights” means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
“Service Contract” means the contractual provisions accepted by both a Client and a Service Provider governing the Services to be performed by a Service Provider for Client.
“Site Services” means all services that are accessible through the site.
“Work Product” means any tangible or intangible results or deliverables that Service Provider agrees to create for, or actually delivers to, Client as a result of performing the Service Provider Services on a particular Service Contract, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
“User Content” means any data, feedback, reviews, information, content, text, video, music, or other information that you post to any part of the Site.
Project is any IT requirement in a small, medium or large enterprise, for which the enterprise may seek external assistance, or a Quote/ Proposal. Project may be referred to as a Project, or an Opportunity. Any user is allowed to post a Project Requirement/ Opportunity. However, the Project/ Opportunity has to be approved by Bizoforce before it goes “Live” on the system, and is eligible for Points.
Points are simple point allocations to a User with the purpose of incentivizing the User to participate and contribute to the Site.
The Approval/ Rejection is entirely at the sole discretion of Bizoforce. Bizoforce is not liable to give any reasons for rejecting any Project/ Opportunity posted. Duplicate Project Postings/ Projects are NOT eligible for Points.
Points can be purchased through Paypal. One Point is equal to one $; this rate can be changed at the sole discretion of Bizoforce.
Points cannot be redeemed for Cash, unless Bizoforce enters into an explicit written contract/ agreement with User to redeem Points for a certain Dollar value.
Points can be used to “buy” certain Opportunity, only to the extent that it is available for purchase, which is at the sole discretion of Bizoforce.
Points can also be exchanged for “Consulting/ Development hours”, typically at the rate of 100 Points for 1 hour of Consulting/ 50 Points for 1 hour of Development. Consulting/ Development can be rendered by Bizoforce or one of its affiliates. This conversion rate may change from time to time, at the sole discretion of Bizoforce.
25. GENERAL DISCLAIMER.
Bizofit or Bizoforce Inc. does not endorse any Service Provider, Vendor, Product, Platform, Solution, Partnership, Methodology, Technology or Service displayed or published on its website, documents, or publications, and does not advise Technology or other users to select or utilize services of those Providers or Vendors with the highest or any other specified ratings, labels or designation. Bizofit online and offline research publications consist of the opinions of Bizoforce’s Analysts and should not be construed as Statements of Fact. Bizoforce Inc./ Bizofit disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.
26. CONTACTING US.
If you have questions or need assistance, please contact Client Services at [email protected]