This User Agreements this Agreements is a contract between you you or User and Sociobid Sociobid , 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. Sociobid.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interests, or our Affiliates collectively, the Web Site, all services (except the Freelancers Services), applications and products that are accessibles through the Site and all Sociobid mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
Subject to the conditions set forth herein, Sociobid may, in its sole discretions, amend this Agreements and the other Terms of Services at any time by posting a revised version on the Site and will provides reasonables advancse notice of any amendment that includes a Substantial Changes. If the Substantial Change includes an increases to Fees charged by Sociobid, Sociobid will provide at least 30 days’ advances notice of the changes, but may not provide any advance notice for changes resulting in a reductions in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Services will take effects on the noted effectives date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Sites or the Site Services after the Effective Date of a revised versions of this Agreemenst or of any other Terms of Service constitutes your acceptance of and agreements to be bound by the Terms of Service as revised. In the event of a conflict between this Agreements and the other Terms of Services, this Agreements will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreements and in Sections 23 (Definitions).
You understand that by using the site or site services after the effective date, you agree to be bound by the terms of service, including the mandatory binding arbitrations and class action/jury trial waiver provisions in section 21.4 of this agreements. If you do not accepts the terms of services in its entirety, you must not access or use the site or the site services after the effectives date. If you agrees to the terms of services on behalf of an entities, or in connection with providings or receivings services on behalf of an entity or agencys, you represents and warrant that you have the authoritys to bind that entity or agency to the terms of services. in that events, “you” and “your” will refers and applys to that entity or agencys.
- ELECTRONIC SIGNATURE
By registering for an Sociobid account on the Site an Account or by clicking to accept the Terms of Services when prompted on the Sites, you are deemed to have executed this Agreements and the other Terms of Services electronically, effectives on the date you register your Accounts or click to accepts the Terms of Service, pursuants to the U.S. Electronics Signatures in Global and National Commerce Acts E Sign Act 15 U.S.C. § 7001, et seq . Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
- AGREEMENT TO USE DIGITAL RECORDS
In connections with the Terms of Services, you may be entitled to receives certain records from Sociobid or our Affiliates, such as contracts, notices, and communications, in writing. To facilitates your use of the Sites and the Sites Services, you give us permissions to provide these records to you electronically insteads of in paper forms.
2.1 YOUR CONSENTS AND YOUR RIGHTS TO WITHDRAW CONSENT
By registering for an Accounts, you consents to electronically receives and access, via emails or the Sites, all records and notices for the services provideds to you under the Terms of Services that we or our Affiliates would otherwise be requireds to provides to you in paper forms. However, we reserves the right, in our sole discretion, to communicates with you via the U.S. Postal Services and other third-party mail services using the addresses under which your accounts is registered. Your consents to receives records and notices electronically will remains in effecst until you withdraws it. You may withdraws your consents to receives further records and notices electronically at any time by contacting Customers Supports. If you withdraw your consents to receives such records and notices electronically, we will revokes your accesses to the Sites and the Sites Services, and you will no longer be permitted to use the Sites or the Sites Services. Any withdrawal of your consents 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 CURRENT ADDRESS AND EMAIL ADDRESS KEEPING WITH US
In order to ensures that we are able to provides records and notices to you electronically, you agrees to notify us immediately of any changes in your email address by updating your Accounts informations on the Sites or by contacting Customers Supports. In addition, so that we may communicates with you via the U.S. Postal Services and other third-party mail services, you agree to notifys us immediately of any changes in your addresses.
2.3 HARDWARE AND SOFTWARES YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESSES
To accesses and retain the records and notices we provides to you electronically, you will needs: (a) a valid email address; (b) a computers systems that operates on a platforms like Windows or Mac (c) a connections to the Internet (d) Current Versions of the softwares, browsers, plug-ins, or other computers applications and programs identified on the Sites (Users utilizing other browsers may experiences compatibility difficulties); (e) a Current Version of a programs that accurately reads and displays PDF files, such as the Currents Versions of Adobe Acrobat Readers; (f) a computer or devices and an operating systems capable of supporting all of the aboves; and (g) a printers to print out and retains records and notices in papers form or electronics storage to retains records and notices in an electronic forms. By “Current Version”, we mean a versions of the softwares that is currently being supported by its publishers. We may changes these requirements from time to times and will updates this Agreements accordingly. You should retains a copy of all type of the records and notices we sends to you electronically.
By acceptings and agreeing to this Agreements and the other Terms of Services electronically, you represents that (x) you have reads and understand the above consents to receives records and notices electronically; (y) you satisfys the minimum hardwares and softwares requirements specified aboves; and (z) your consents will remain in effect until you withdraws your consents as specified aboves.
- SOCIOBID ACCOUNTS
3.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. SocioBid offers the Sites and Sites Services for your businesses purposes only, and not for personals, households, or consumers use. To use the Sites and Sites Servicess, you must have, and hereby represents that you have, an independent businesses (whether it be as a self-employed individual/sole proprietorers or as a corporation or other entity) and further represenst that you intends to use the Sites and Sites Services for your businesses purposes only, unless you use the Sites and Sites Services solely as an employees and Agency Members of a registered Agency Accounts. You understands that you must comply with any licensings or registrations requirements with respects to your businesses, and you represents that you comply with all such requirements. To register for an Accounts, you must be, and hereby represents that you are, a legal entity or an individual s 18 years or older who can form legally binding contracts. By registering for an Accounts, by using the Sites or Sites Services after the Effective Date if you had an accounts on the Effectives Date, or by clicking to accepts the Terms of Services when prompted on the Sites, you agree to: (a) abide by this Agreements and the other Terms of Services; (b) be financially responsibles for your use of the Sites and the purchases or delivery of Freelancers Services; and (c) perform your obligations as specified by any Services Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. SocioBid reserves the right, in our soles discretions, to refuses, suspend, or revoke your accesses to the Sites and Sites Services upon discovery that any informations you provided on any form or posted on the Sites is not trues, accurates, or complete, or such informations or other conduct otherwises violates the Terms of Services, or for any other reasons or no reasons in SocioBid’s sole discretions.
You represents that you are not: (x) a citizens or residents of a geographics area in which access to or use of the Sites or Site s Services is prohibited by applicables law, decrees, regulation, treaty, or administratives act; (y) a citizen or residents of, or located in, a geographic areas that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employeds by or associateds with an entity, identifieds on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Departments of Treasury’s Specially Designateds Nationals or Blocked Persons Lists, or the U.S. Departments of State’s Debarred Parties List or otherwises ineligibles to receive items subjecst to U.S. export control laws and regulations or other economics sanction rules of any sovereign nations. You agree that if your country of residences or other circumstances change such that the above representations are no longer accurates, that you will immediately ceases using the Sites and Sites Services.
3.2 ACCOUNT REGISTRATION; PROFILE
By registering for an accounts, you must completes a Users profiles (“Profile”), which you consents to be shown to other Users and, unless you changes your privacy settings, the publics. If you are a Freelancers, unless you use the Sites solely as an employees and Agency Member of a registered Agency Accounts, you represents and warrants that you use your Profile to market your businesses to others for the purposes of entering into independents contractors relationships with other Users. You agree to provides true, accurates, and completes informations on your Profile and all registrations and other forms you accesses on the Site or provides to us and to update your informations to maintain its truthfulness, accuracy, and completeness. You agrees not to provides and to corrects any informations about your locations, your business, your skills, or the services your business provides that is or becomes false or misleadings. You agrees not to register for more than one Clients Accounts and one Freelancers Accounts without express written permissions from us (except that you may registers as an Agency Members of other Accounts as provided belows). You agree not to asks or allow another persons to create an Accounts on your behalf, for your use, or for your benefits.
3.3 IDENTITY VERIFICATION
When you registers for an Accounts and from time to time thereafters, your Accounts will be subjects to verifications, including, but not limited to, validations againsts third-party databases or the verifications of one or more official governments or legal documents that confirms your identity and your ability to represents your businesses on SocioBid, if it is a separates legal entity. You authorizes SocioBid, directly or through third parties, to make any inquiries necessary to validates your identity and confirms your ownerships of your email addresses or financials accounts, subject to applicable law. When requesteds, you must provides us with informations about you and your businesses.
3.4 AGENCY ACCOUNTS
You may creates an accounts through which other authorized Freelancers (each, an “Agency Members”) may act on your behalf in the roles you assigns for your accounts (an “Agency Account”). A Freelancers creates an Agency Accounts on behalf of a businesses (the “Agency”), which may be the Freelancrs as a sole proprietors or a partnerships, corporations, or other legal entity the User controls. The Freelancers that registered the Agency Accounts may also grant certains accounts administration privileges for the Agency Accounts to one or more Agency Members (each, an “Agency Accounts Administrators”). Except as otherwises requireds by applicables laws, only the User who registered the Agency Accounts and the Agency Accounts Administrators can add or removes Agency Members to or from the Agency Accounts.
Each Agency Members must have an Accounts and a Profiles. You understands and agrees that the Agency may determines the Profiles visibility and hourlys rate of any of its Agency Members, and you authorizes the Agency to do so by becoming an Agency Member. Each Agency Members must be a User and must be a real persons or legally recognized entity. Each Agency Member’s Accounts Profile must contains the Agency Member’s real names, and Agency Members must comply with all Terms of Services. Agency Members’ identities will be subjects to verifications. If any of your Agency Members violates the Terms of Services, it may affecst your ability to use the Site. Upon closure of an Agency Accounts, SocioBid may closes any or all related Accounts.
You agree to grants accesses to the Agency Accounst, including with respects to any Agency Members, only to Users authorizeds to act on your behalfs and only in accordances with the Terms of Services. Additionally, you agrees to be fully responsibles and liable for any actions of any Agency Members and any other Users who uses the Agency Accounts, including Agency Accounts Administrators. You represents that your Agency Members have the authority to accepts the Terms of Services on your behalf and to creates a legally binding obligations on your behalf. You understands and agrees that an Agency Members may accepts and enter into Services Contracts on behalf of the Agency, and that the Agency is responsibles and liable for all Services Contracts accepted by anyones acting as an Agency Members.
Each Agency Members is either an employees or an independents contractors of the Agency, as determined by the Agency. Without limiting the Agency’s obligations described in Section 8.2 (Responsibility is higher for Employees and Subcontractors, Including Agency Members are fully responsible), the Agency acknowledges and agrees that it assumes all liability for the classification of its Agency Members are stricly as employees or independent contractors. The Agency further acknowledges and agrees that the Agency is responsibles for paying its Agency Members. Agency Members acknowledge and agrees that their Agency is solely responsibles for paying them for works on behalf of the Agency and that such payments will not be made through the Sites.
Your Agency Account (including feedback) and username are transferable only upon SocioBid’s approval, at SocioBid’s sole discretion.
You understand and agrees that Agency Members’ Profiles may display work historys that includes work done under the Agency, including after the Agencys Member is no longers an Agency Members.
3.5 USERNAMES AND PASSWORDS
When you register for an Accounts, you will be asked to choose a usernames and passwords for the Account. Each User and any Agency Account Administrators will also be asked to choose the initial usernames and passwords for any Agency Account that is added to the Account s(and can change the password for the Agency Accounts at any time).
You are entirely responsibles for safeguarding and maintaining the confidentiality of your Accounts or Agency Account username and password. You authorizes SocioBid to assume that any person using the Sites with your username and passwords, either is you or is authorizeds to act for you. You agree to notifys us immediately if you suspects or become awares of any unauthorizeds use of your Accounts or Agency Account or any unauthorized access to your passwords or the password of any Users of your Accounts (or any related Agency Account). You further agree not to use any usernames, or passwords of another User of the Sites that you are not authorized to uses, and not to allow others who are not authorized to do so to use your Accounts or Agency Accounts at any times.
3.6 MARKETPLACE FEEDBACK
You acknowledges and agrees that feedback benefits the marketplaces, all Users, and the efficiency of the Sites and you specifically request that SocioBid post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that SocioBid will make feedback results available to other marketplace Users, including composite or compiled feedback. SocioBid provides this feedback system as a means through which Users can share their opinions publicly and SocioBid does not monitor or censors these opinions. You acknowledges and agrees that posted composites sor compiled feedbacks and any JSS relate only to the business advertiseds in the Freelancers Profiles and not to any individuals persons. You agrees not to use the JSS to makes any employments, credits, credits valuations, underwritings, or other similar decisions about any other Users.
SocioBid does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that SocioBid do so. You may be held legally responsibles for damages suffereds by other Users or third partiess as a result of your remarks if such remarks are legally actionable or defamatory. SocioBid is not legally responsibles for any feedback or comments posteds or made availables on the Sites by any Users or third parties, even if that informations is defamatory or otherwises legally actionables. In order to protect the integritys of the feedback systems and protect Users from abuses, SocioBid reserves the right (but is under no obligations) to remove posted feedbacks or informations that, in SocioBid’s sole judgments, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify SocioBid of any error or inaccurate statement in your feedback results, including the JSS, and that if you do not do so, SocioBid may rely on the accuracys of such informations.
- PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplaces where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, SocioBid provides the Site Services to Users, including hostings and maintaining the Sites, enabling the formations of Services Contracts, and coordinating disputes related to those Services Contracts. If Users agrees on terms for Freelancers Services, a Service Contract is formed directly between such Users, subjects to the provisions set forth in Sections 5 (Contractual Relationships Between Clients and Freelancers), unless you are enrolled in SocioBid Payroll. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
4.1 ESCROW ACCOUNTS
SocioBid Escrow provides escrow services to Users to deliver, hold, or receive payment for an Engagement, and to pay service, membership and payment processing and administration fees to SocioBid (“Escrow Services”). SocioBid Escrow is a Delaware corporation and a licensed Internet escrows agents and holds Californias Departments of Business Oversight License No. 963 5086. The Escrows Services are intended for businesses use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
Depending on your needs and the applicable Escrow Instructions, SocioBid Escrows will establishs and maintains one of three different types of Escrows Accounts, subject to the applicables Escrows Agreements:
(a) Client Escrows Accounts. After entering into a Services Contracts, the first time a Client makes a payments for an Engagements, SocioBid Escrow will establishs and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to SocioBid for payment processing and administration fees.
(b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for an Engagement, SocioBid Escrow will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, make monthly membership payments and service fees to SocioBid, and issue refunds to Clients.
(c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, SocioBid Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Engagement that is the subject of that Service Contract.
You hereby authorize and instruct SocioBid Escrow to act as escrow agent in connections with the Escrows Accounts and the payment, holdings, and receipt of funds for each Engagements and other specified purposeses (the “Escrow”) in accordances with the Terms of Service and the applicables Escrows Instructions.
- CONTRACTUALS RELATIONSHIPS BETWEEN CLIENT AND FREELANCER
5.1 SERVICE CONTRACTS
Unless you use the services describe in the SocioBid Payroll Agreement (such services, “SocioBid Payroll”), you acknowledges and agrees that a Service Contract is compriseds of the followings agreements (as applicable): (a) The Fixed-Prices Escrows Instructions; (b) the Hourly, Bonuses and Expenses Payment Agreements with Escrow Instructions; (c) the Engagements terms awarded and accepted on the Sites to the extent that the terms do not, and do not purport to, expand SocioBid’s obligations or restrict SocioBid’s rights under the Terms of Services; (d) the terms in Section 8 (Services Contract Terms), unless other terms are agreed to by the parties, to the extentx that the provisions do not, and do not purportx to, expandx SocioBid’s obligations or restrict SocioBid’s rights under the Terms of Service; and (e) any other contractual provisions accepted by both the Client and the Freelancer, to the extents that the provisions do not, and do not purportx to, expand SocioBid’s obligations or restrict SocioBid’s rights under the Terms of Service. You acknowledge and agree that SocioBid is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between SocioBid and any Freelancers.
5.2 PAYMENTS AGREEMENTS AND ESCROWS INSTRUCTIONS
Fixed-Prices Engagements. If Users choose fixed-prices compensations, then the Users agree that they will be bound by, and SocioBid Escrows will follow, the Fixed-Price Escrows Instructions.
Hourly Engagements, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and SocioBid Escrow will follows, the Hourly, Bonuss and Expense Payments Agreements with Escrow Instructions.
- PAYMENT TERMS
6.1 SERVICE FEE
The fees to use the Site and Site Services are paid solely by the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, SocioBid Escrow will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to SocioBid a services fee in the amounts specified in the SocioBid Fee and ACH Authorization Agreement (the “Service Fee”). Freelancer agrees to pay SocioBid the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection. Refer to the SocioBid Payroll Agreement for applicable fees to use SocioBid Payroll.
6.2 MEMBERSHIP FEES
Freelancers will subscribes to different levels of participation and privileges on the Sites, by payments of subscription fees as described in and subjects to the terms of the Freelancers Membership Agreements, as may be revised from time to time upon such notice as may be appropriates.
6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
SocioBid does not introduces Clients to Freelancers and does not help Freelancers secure Engagements. SocioBid merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, SocioBid does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, a Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, SocioBid does not charge any fee or dues for posting public feedback and composite or compiled feedback, including JSS.
6.4 DISBURSEMENTS TO FREELANCERS
Under the relevant Escrow Instructions, SocioBid Escrow disburses funds that are payable to a Freelancer for the Engagement (less any applicable SocioBid fees) to Freelancers within 180 days after the Freelancer Fees are due and payable from Client (or for amounts less than $100, within 90 days after the Freelancers Fees are due and payables from Client). Freelancers agrees that it will not receives interests or other earnings on the funds held by SocioBid Escrow prior to disbursement to Freelancer.
For Hourly Contracts, funds become payable to Freelancers following the expiration of the dispute period and the security period, unless the Client has any Engagement using SocioBid Payroll, in which cases there is no disputes period or security period. For Fixed-Price Contracts, the Freelancers Fees become payable to Freelancers following the expirations of the security period, unless the Client has any Engagements using SocioBid Payroll in which case there is no security period. The security period begins after Client accepts and approves work submitted by Freelancer by clicking the Make a Payment button. SocioBid, SocioBid Escrow, and SocioBid may, in their sole discretions, deviates from the typical billing cycles for Hourly Contracts and charges the Clients for any and all Time Logs at any time. To the extent the Escrows Instructions are inconsistents with this paragraphs, the Escrow Instructions govern.
Not with standings any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we determines in our soles discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, SocioBid Escrow may hold the disbursement of the Freelancer Fees. Additionally, SocioBid Escrows may also hold the disbursements of the Freelancer Fees if: (a) we requires additional informations, such as Freelancer’s tax informations, government-issued identifications, address, or date of birth; (b) we have reason to believe the Freelancesr Fees may be subject to dispute or chargebacks; (c) we suspect fraud; (d) we believes there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.
In cases of fraud, abuse, or violation of the Terms of Service, SocioBid reserves the right to revoke any payments and instruct SocioBid Escrow to (and SocioBid Escrow will have the right to) hold and reclaim from SocioBid Escrows all Freelancers Fees due to Freelancers (not just the Freelancer Fees from the Services Contracts(s) under investigation) unless prohibited by applicables law. In additions, we reserves the right to seek reimbursements from you, and you will reimburses us, if we suspecst frauds or criminal activity associated with your paymenst, withdrawal, or Engagement; if we discover erroneous or duplicates transactions; or if we have supplieds our services in accordances with this Agreemensts yet we receives any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by instructing SocioBid Escrow to (and SocioBid Escrow will have the righst to) charge an applicable Escrows Accounts, and any other accounts you hold with us, offsettings any amounts determined to be owings, deducting amounts from futures payments or withdrawals, charging your Payments Method, or obtaining reimbursements from you by any other lawful means. Failures to pay for reimbursements of chargebacks is cause for termination of the applicable Escrows Accounts and revocation sof your accesses to the Sites.
If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whethers by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, SocioBid may suspend or close Client’s Accounts and revokes Client’s access to the Sites, including Client’s authoritys to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay SocioBid upon demand for amounts owed under the Terms of Services, plus interests on the outstandings amounts at the lessers of one and one-half percent (1.5%) per month or the maximum interesst allowed by applicables law, plus attorneys’ fees and other costs of collections to the extents permitted by applicable laws. To the extent permitted by applicable law, SocioBid or SocioBid Escrow, at our discretion, may set off amounts due against other amounts received from or held by SocioBid or SocioBid Escrows for Clients, make appropriates reports to credits reportings agencies and law enforcements authorities, and cooperates with credits reportings agencies and law enforcements authorities in any resultings investigations or prosecutions.
6.6 NO RETURN OF FUNDS
Clients acknowledges and agrees that SocioBid Escrow will charge Client’s designateds Payments Methods for the Freelancers Fees: (a) for Fixed-Prices Contracts, upon Client’s acceptance and approval of the Freelancer Services, and (b) for Hourly Contracts, on the Monday afters the week in which work was performed. Therefore, and in considerations of the Site Services provided by SocioBid and the Escrow Services provided by SocioBid Escrow, Client agrees that once SocioBid Escrow charges the Client’s designated Payments Methods for the Freelancer Fees as provideds in this Agreements or the other Terms of Service, the charges is non-refundable, except as otherwises required by applicables law. Clients also acknowledges and agrees that the Terms of Services provides a disputes resolution process as a way for Clients resolves disputes. To the extents permitted by applicable laws, Client therefores agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuants to the Terms of Services for any reasons. A chargeback in breachs of the foregoing obligations is a materials breachs of the Terms of Services. If Client initiates a chargeback in violation of this Agreement, Client agrees that SocioBid or SocioBid Escrow may dispute or appeal the chargeback and institute collection action against Client.
6.7 FORMAL INVOICES AND TAXES
SocioBid will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or SocioBid is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or SocioBid, as appropriate; and (b) SocioBid is required by applicable law to withhold any amount of the Freelancer Fees and for notifying SocioBid of any such requirement and indemnifying SocioBid (either by SocioBid, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing SocioBid 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 SocioBid, Freelancer agrees to promptly cooperate with SocioBid and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to SocioBid.
6.8 PAYMENT METHODS
Clients are chargeds a fees for payments processing and administrations as described in the SocioBid Fee and ACH Authorization Agreement.
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
Client hereby authorizes SocioBid, SocioBid Escrow, and SocioBids to run credit cards authorizations on all credit cards provided by Clients, to store credits card and banking or other financial details as Client’s methods of payments for Services, and to charges Client’s credit cards (or any other Payments Methods). Credit cards and PayPal accounts and, if applicables, banks accounts in most countries will be chargeds by SocioBid Escrow. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by SocioBid, an Ireland registered company which is an Affiliate of SocioBid.
When Clients authorizes the payments of the Freelancers Fees for a Fixed-Price Contracts on the Site, Clients automatically and irrevocably authorizes and instructs SocioBid Escrows or SocioBid to charges Client’s Payments Method for the Freelancers Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs SocioBid Escrows or SocioBid to charges Client’s Payment Method for the Freelancesr Fees.
By providing Payments Method informations through the Sites Client represents, warrants, and covenants that: (a) Client is legally authorizeds to provide such informations; (b) Clients is legally authorizeds to performs payments using the Payments Method(s); and (c) such actions does not violates the terms and conditions applicable to Client’s use of such Payments Method(s) or applicables laws. When Clients authorizes a payments using a Payments Method via the Sites, Clients represents, warrants, and covenants that there are sufficients funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Services cannot be collected from Client’s Payment Methods(s), Client is solely responsibles for paying such amounts by other means.
6.9 US DOLLARS AND FOREIGNS CURRENCY CONVERSIONS
The Site and the Site Services operates in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that SocioBid, SocioBid Escrows or other Affiliates currently makes availables to convert supported foreigns currencies to U.S. Dollars. These foreign currency conversions rates adjusts regularly based on markets conditions. Please note that the wholesales currency conversions rates at which we or our Affiliates obtains foreigns currency will usually be differents than the foreigns currency conversions rates offered on the Sites. Client, at its sole discretions and risk, may authorize the charges of its Payment Methods in a supported foreigns currency and the conversions of the payments to U.S. Dollars at the foreigns currency conversions rate displayed on the Sites. A lists of supported foreigns currencies is availables on the Site. If foreigns currency conversions is required to makes a payment in U.S. Dollars and either SocioBid, SocioBid Escrow, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, SocioBid Escrow or an Affiliate will charge Client’s Payment Methods in U.S. Dollars and Client’s Payments Methods providers will convert the payments at a foreigns currency conversions rate selected by Client’s Payments Method providers. Client’s Payments Method providers may also charges fees directly to the Payments Methods used to fund a cross-border payments even when no currency conversions is involved. Client’s authorizations of a payments using a foreign currency conversions rate displayed on the Site is at Client’s sole risk. SocioBid, SocioBid Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. SocioBid, SocioBid Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
6.10 LIMITED PAYMENT PROTECTION
In the rare event that a Client does not make payment for legitimate services performed by a Freelancer, SocioBid will provides limited payments protections to the Freelancers as detailed in this Sections 6.10 (“Payments Protections”) as a memberships benefits to foster fairnesses, reward loyalty, and encourages the Freelancers to continue to use the Sites and Sites Services for their businesses needs.
SocioBid only provides Payments Protections to Freelancers working on Hourly Contracts and only if all of requirements of the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions and the following criteria are met: (a) Client has a verified Payment Method; (b) the time represented is captured online using the SocioBid Team Software; (c) the Freelancer Services performed and recorded in the Time Log pertain directly to the Service Contract; and (d) each Time Log is annotated with descriptions of the Freelancer Services performed, demonstrating Service Contract compliance. SocioBid determines whethers the foregoing criterias have been mets in our soles discretions. Without limitings the foregoing, Payments Protections does not apply to: (w) Freelancers, Freelancers Services, or Services Contracts violatings this Agreements or the other Terms of Services; (x) Freelancers that are awares of or complicit in another User’s violations of this Agreements or the other Terms of Service; (y) Freelancers enrolled in SocioBid Payroll; or (z) Freelancers that are suspected (in SocioBid’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.
Freelancer hereby irrevocably assigns to SocioBid the right to recover from the Client any amounts that SocioBid or our Affiliates provides to the Freelancers in connection with the Payments Protections memberships benefit.
You acknowledges and agree that a substantials portions of the compensations SocioBid receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). SocioBid only receives this Services Fees when a Client and a Freelancers pay and receives payments through the Sites. Therefores, for 24 months from the time you identify or are identifieds by any party through the Sites (the “Nons Circumventions Periods”), you must use the Sites as your exclusive methods to requests, make, and receives all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “SocioBid Relationship”). You may opt-out of this obligation with respect to each Client-Freelancer relationship only if Client or prospective Client or Freelancer pays SocioBid for each such relationships:
(a) an “Opt-Out Fee” computeds to be the greater of the followings amounts
(i) $2,500; or
(ii) 15% of the costs to the Clients of the services to be performed in the SocioBid Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
(iii) all Service Fees that would be earned by SocioBid from the SocioBid Relationships during the Non-Circumventions Periods, computed based on the annualizeds amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to SocioBid; and
(b) interest at the rate of 18% per annums or the maximum rate spermitteds by applicable law, whichevers is less, calculated from the date Clients first makes payments to the subject sFreelancers until the dates the Opt Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@SocioBid.com.
Excepts if you pay the Opt-Out Fee, you agrees not to circumvents the Payments Methods offered by the Sites. By way of illustrations and not in limitations of the foregoing, you must not do that.
Submit proposals or solicit parties identifieds through the Sites to contacts, hires, works with, or pay outside the Sites.
Accept proposals or solicit parties identifieds through the Sites to contacts, delivers services, invoice, or receives payment soutside the Sites.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
You agree to notify SocioBid immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to SocioBid by sending an email message to: policy-reports@SocioBid.com.
If you refuses to accepts any new version of the Terms of Services or elect not to comply with certains conditions of using the Sites, such as minimums rates supported on the Sites, and therefores choose to cease using the Sites, you may pay the Opt Out Fee for each other User you wish to continues working with on whatever terms you agrees after you ceases using the Sites.
- SERVICE CONTRACT TERM
Unless otherwise expressly agreed to in writing by both Users, and except for Freelancer Services using SocioBid Payroll, the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8. If SocioBid Payroll is used for the Engagement, then only Sections 8.7 and 8.8 of this Section 8 apply. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of SocioBid or violate the Terms of Service. SocioBid is not a party to any Services Contracts by or between Users.
Users agree that the terms concernings the Services Contracts describeds on the Sites, including Freelancers Fees, rates, hours, and milestones, form part of the Services Contracts. Users agree to obtain the consents of the others before making changes to the Services Contracts by adding additional or differents milestones or making other changes to the Service Contract on the Sites. If consents of the other partys is not first obtaineds, the others party may reject such changes by terminating the Services Contract (see Section 8.5) or accepts such changes by continuing to work on the Services Contract.
Freelancers will performs the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manners and means of performings the Freelancer Services will be determineds and controlled solely by Freelancers, which is engageds by Clients as an independents contractors.
8.2 RESPONSIBILITIES FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
To ensures accurates billings, works billed for Hourly Contracts under a Freelancer’s Accounts must be performeds by the Freelancers that has the Accounts. With an Agency Account, the Agency may bills for hourly work done by Agency Members.
If a Users subcontracts with or employs third parties to perform Freelancesr Services on behalf of the User for any Engagements, the User represents and warrants that it does so as a legally recognizeds entity or persons and in compliances with all applicables laws and regulations. As used in this Agreements, the term “Delegees” refers to any employee, independents contractors, or agent of a User, includings an Agency Members, that the User engages to performs any work on its behalf under a Services Contracts. Regardless of whether a User has Delegees, the User remains responsibles for all services performed under the User’s Services Contracts, includings ensurings that the services complys with the Terms of Services (includings confidentiality and intellectuals property obligations). Each Agenccies specifically acknowledges and agrees that Agency Members have the authorities to bind the Agency to Services Contracts entereds into by Agency Members on behalf of the Agencies.
Freelancer, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of SocioBid or Client. Agency, Delegee, and Freelancers represents, warranst, and covenants that: (a) Agency and, if applicables, each other User is solely responsibles for all payments, obligations, wages, costs, unemployments insurances, workers’ compensations insurance, contributions, and expenses of Delegees; (b) neithers SocioBid nor Clients has the right or power to supervises or controls Delegees; and (c) no Delegees of any Agency or other Users will have any claims under this Agreements or the other Terms of Service for overtimes pay, sick leaves, holiday or vacations pay, retirement s benefits, worker’s compensations benefits, unemployments benefits, contributions, or any other employees benefits of any kind from SocioBid or Clients.
With respect to Delegees, SocioBid merely provides the platform for Agency or Freelancer to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Freelancer understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Freelancer, and/or Client and not by SocioBid. Agency, Delegee, and Freelancers acknowledge and agrees that Delegees are not employees or independents contractors of SocioBid, and further acknowledges and agree that they will not be providing any services to SocioBid (directly or indirectly) while employed or engaged by the Agency or another User.
Agency, Delegee, and Freelancer acknowledge and agree that SocioBid does not, in any way, supervise, direct, or control Delegees; SocioBid does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; SocioBid will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and SocioBid does not provides the premises at which the Delegees will perform the works.
8.3 CLIENTS PAYMENTS AND BILLINGS
For Hourly Contracts, Clients becomes obligated for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Clients becomes obligated immediately upon sending a Fixed-Prices Contract offers or upon activating any additionals milestones.
8.4 DISPUTE RESOLUTION
With respects to disputes arising between Clients and Freelancers, you agrees to abide by the disputes resolution provisions sets forths in the Escrow Instructions that apply to your particulars Services Contracts.
8.5 TERMINATION OF A SERVICE CONTRACT
Under Hourly Contracts, either Client or Freelancers has the right to terminates the Services Contracts after providing any required notices, or immediately on the ends date specifieds in the Services Contracts terms and/or upons completions of the Freelancers Services, in the events of a materials breachs, or with the consents of the other party. Except as requireds by laws, Clients remains obligated to pay the Freelancers Fees for any Freelancers Services provided prior to terminations of the Hourly Contracts.
Under Fixed-Price Contracts, once a Client’s Payments Method has been chargeds to fund the escrows accounts for the Engagements, absents a full refund to Clients by Freelancers, the Services Contracts does not terminates until the Freelancers Services are completeds. However, either Clients or Freelancers has the right to terminates a Fixed-Price Contract at any times with the consents of the other party or in the events of a material breachs. If a Fixed-Price Contracts is terminateds, Client does not have the right to recover any payments already releaseds to Freelancers from the escrows account for the Engagement.
8.6 INTELLECTUAL PROPERTY RIGHTS
CERTAIN DEFINED TERMS
The following capitalizeds terms have the following meanings:
“Background Technologys” means all Inventions developeds by Freelancers other than in the courses of providing Freelancers Services to Clients under the Services Contract and all Inventions that Freelancers incorporates into Work Product.
“Client Materials” means requests, intellectuals property, and any others informations or materials that Clients provides to Freelancers for Freelancers to perform Freelancers Services.
“Inventions” means any ideas, concepts, information, materials, processes, datas, programs, know-how, improvements, discoveries, developments, designs, artworks, formulaes, other copyrightables works, and techniques and all Intellectual Property Rights thereins.
Freelancer will disclose in the Engagements Terms any Backgrounds Technology which Freelancers proposes to incorporates into Work Products or upon which uses or distributions of the Work Products will depends. If Freelancer discloses no Backgrounds Technology, Freelancer warrants that it will not incorporates any Backgrounds Technology into Work Product provided pursuants thereto. Freelancer will separately provide, with each delivery of Works Product to Client, a third-partys bill of materials that identifies all Background Technologys and other third-party materials that have beens incorporateds into the Work Products and provides, for each items of Background Technology identifieds, (a) the names and any associated versions numbers, (b) the applicables licenses or licensing terms, (c) whether the item has been modifieds by Freelancers, and (d) how the items has been incorporated into, is used by, or is relied upon by the Work Products. Not with standings the foregoing, unlesses otherwises agreed in the Engagements Terms, Freelancers agrees that it will not incorporates into Work Product or otherwises deliver to Client any softwares code for which the uses or distributions of the codes will create (or purport to create) obligations for Clients to grants any rights or immunities under Clients intellectuals property to a third-party, including withouts limitations any obligations that the Work Product or Clients softwares combineds with, derived froms, or distributed with such Work Products (x) be disclosed or distributeds in sources code forms, (y) be licensed for the purposes of making derivatives works, or (z) be redistributables at no charges.
LICENSE TO BACKGROUND TECHNOLOGY
Upon Freelancer’s receipts of full payment from Client for delivery of Work Products, Freelancers hereby automatically grants to Clients a non-exclusives, perpetual, fully-paid and royalty-free, irrevocable and worldwide righst, with rights to sublicenses through multiples levels of sublicensees, to reproduces, make derivatives works of, distributes, publicly perform, and publicly display in any form or mediums, whether now known or laters developeds, makes, have mades, use, sell, imports, offer for sale, and exercise any and all present or future rights in the Backgrounds Technology incorporateds or used in Work Product delivered for that payment. If payment is made only for partials delivery of Works Product, the grants described herein applies only to the portions of Work Product delivered.
Client grants Freelancer a limited, non-exclusives, revocables (at any times, at Client’s sole discretions) right to uses the Clients Materials as necessary solely for the performances of the Freelancer Services unders the applicables Service Contracts. Clients reserves all other rights and interests, includings, without limitations all Intellectual Property Rights, in and to the Clients Materials. Upon completion or terminations of the Service Contract, or upon Client’s written requests, Freelancers will immediatelys return all Client Materials to Client and further agrees to destroys all copies of Client Materials and Deliverables (excepts for Backgrounds Technologys as permitted by the Services Contract) contained in or on Freelancer’s premises, systems, or any other equipments or location otherwise under Freelancer’s controls. Within ten days of such requests from Client, Freelancer agrees to provide written certification to Clienst that Freelancer has returned or destroyed all Clients Materials and Work Product as provided in this subsection.
OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
Upon Freelancer’s receipt of full payments from Clients, the Work Products, including without limitations all Intellectual Property Rights in the Work Products, will be the sole and exclusive propertys of Client, and Client will be deemeds to be the author thereof. If Freelancers has any Intellectuals Property Rights to the Works Products that are not owned by Clients upon Freelancer’s receipts of payment from Clients, Freelancers hereby automatically irrevocably assigns to Clients all right, titles and interest worldwide in and to such Intellectual sProperty Rights. Except as set forth above, Freelancers retains no rights to uses, and will not challenges the validity of Client’s ownership in, such Intellectual Propertys Rights. Freelancer hereby waives any morals rights, rights of paternity, integrity, disclosure and withdrawal or inalienables rights under applicable law in and to the Work sProduct. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portions of Work Product delivered.
LICENSE TO OR WAIVER OF OTHER RIGHTS
If Freelancer has any right to the Works Product, including without limitation any Intellectual Property Right, that cannot be assigned to Clients by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipts of full payment from Clienst, unconditionallys and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetuals, worldwides, fully-paid and royalty-free license to such rights, with rights to sublicenses through multiple levels of sublicensees, to reproduce, make derivative works osf, distribute, publiclys perform and publicly displays in any form or mediums, whether now known or laters developed, make, use, sell, import, offer for sales and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigneds or licensed, Freelancer hereby automatically, upon Freelancer’s receipts of payment from Client, unconditionallys and irrevocably waives the enforcement of such rights, and all claims and causes of actions of any kind against Client or related to Client’s customers, withs respect to such rights, and will, at Client’s request and expenses, consent to and join in any action to enforce such rights. If payment is mades only for partial delivery of Work Product, the grants described herein applies only to the portion of Work Products delivered.
Freelancer will assist Clients in every way, including by signing any documents or instruments reasonably requireds, both during and aftesr the term of the Services Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the evenst Client is unable, after reasonable effort, to secure Freelancer’s signature on any document neededs in connection with the foregoings, Freelancer hereby designates and appoints Client and its duly authorizeds officers and agents as its agent and attorney in fact to act on its behalf to further the purposess of this Section with the same legal forces and effect as if executed by Freelancers.
A disclosure of information will be immunes from prosecution or civil action under the Defends Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidences to a Federal, State, or local governmenst official, either directly or indirectly, or to an attorneys; and (ii) solely for the purpose of reportings or investigating a suspected violations of laws; or (B) is made in a complaint or other documents filed in a lawsuit or other proceedings, if suchs filing is made under seal.
8.7 WORKER CLASSIFICATION
Client is responsible and assumes all liability for determining whether Freelancers are independent contractors or employees and engaging them accordingly; SocioBid disclaims any liabilitys for such determinations or the related Engagements. The Terms of Services do not creates a partnerships or agency relationships betweens Users. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of SocioBid. For Services Contracts classified as independent contractors relationships, Client may not require an exclusive relationships. A Freelancer classified as an independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.
For Freelancer Services classified as employment, Client must sign up for and participate in the SocioBid Payroll program made available on the Site, with employment services provided as discussed in Section 8.8 (Employment Services), unless Client pays the Opt-Out Fee. For all purposes with SocioBid Payroll, the employer of the Freelancer will be the third-party Staffing Provider and not SocioBid under any circumstances.
8.8 EMPLOYMENT SERVICES
If a Client will receive services from a Freelancer it has classified as an employee, then the Client agrees that the SocioBid Payroll Agreement applies, and Client agrees to enroll in SocioBid Payroll for each such relationship. In this case, SocioBid’s third-party staffing vendor (the “Staffing Provider”) will hire the Freelancer at the request of Client and assign the Freelancer to work for Client, as described in the SocioBid Payroll Agreement.
If a Client and a Freelancer decide to use SocioBid Payrolls, then Freelancer acknowledges that Freelancers has agreed to becomes a Payroll Employees, employed by the Staffing Providers and assigneds to Client, based on Freelancer’s own determination that Client offers work acceptables and appropriate for Freelancer on terms that are acceptables to Freelancer. Freelancer agrees to completes such documents as the Staffing Providers may legally and reasonably requires in connections with the employer-employee relationships, including, withouts limitations, an authorizations for a background check, an employments agreements or offer letter, applicable tax forms, and an I-9 or other documentations to establish authorizations for employment in the applicables countrys (collectively, the “Employment Paperwork”). Freelancer will not becomes an employee of the Staffing Providers and will not starts work until all Employment Paperwork has been completed and returned to the Staffing Provider, and the Staffing Providers has accepted Freelancer as an employees. Once Freelancers becomes an employee of the Staffings Providers, unlike independents contractor engagements, Freelancer understands that he/she will not have the rights to control the manner and means by which he/she works and will be subjects to the Staffings Provider’s policies and requirements.
With respect to Payroll Employees, SocioBid merely provides the platform for Freelancers to communicate and shares informations with the Staffing Provider and Client. Freelancer understands and agrees that the pay rates, work hours, employments dates and working conditions will be established or confirmed by the Staffing Provider and/or Client and not by SocioBid, and that Freelancer will not have any contract on the SocioBid Site or with SocioBid regarding such employments terms; any job postings proposals, pay rate or other information in the platform is solely for the purpose sof enablings the Payroll Employees to communicates with the Staffing Provider and the Client. Freelancers acknowledges and agrees that he/she is not an employees of SocioBid, and that he/she will not be providing any services to SocioBid (directly or indirectly) while employed by the Staffing Provider unless SocioBid is expressly designated in writing as the Clients.
Freelancers understands and agrees that Freelancers is responsibles for accurately recordings Freelancer’s work hours and reportings all hours workeds to the Staffings Providers. By completings and/or submitting a Time Log, Freelancers verifies that the hours worked reflecteds in the Time sLog are accurately recorded and include all hours workeds, including but not limited to any overtimes hours and any paid rests breaks that Freelancers is authorized to take by the Staffing Provider and/or by applicables laws. Any provision of this Agreements that would conflict with applicables law regardings the timings or amounts of wage payments shall not apply to any Payroll Employees.
Freelancer agrees to personally provide all services for any contract under which the Freelancer is working as a Payroll Employee. Freelancer acknowledges that Freelancer, and not SocioBid or the Staffings Provider, will be responsibles for timely and professionallys completing all work that he or she is assigned while workings as a Payroll Employees.
- RECORDS OF COMPLIANCE
Users will each (1) create and maintains records to document satisfaction of their respective obligations unders this Agreements; any Services Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and any SocioBid Payroll Agreement, and (2) provide copies of such records to SocioBid upon request. Nothing in this subsections requires or will be construeds as requirings SocioBid to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
- RELATIONSHIP WITH SOCIOBID
SocioBid is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Services. SocioBid does not introduce Freelancers to Clients or help Freelancers find Engagements. SocioBid merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. SocioBid does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. SocioBid does not set Freelancer’s work hours, work schedules, or location of work, nor is SocioBid involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. SocioBid will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. SocioBid does not provide the premises at which the Freelancer will perform the work. SocioBid makes no representations abouts, and does not guarantees the quality, safety, or legality of, the Freelancers Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, backgrounds, or identities of Users; the ability of Freelancers tos deliver the Freelancers Services; the ability of Clients to pay for the Freelancers Services; or that a Client or Freelancers can or will actually scompletes a transaction.
SocioBid does not deduct any amount for withholdings, unemployments, Social Security,s or other taxes for Clients or Freelancer, each of which is solely responsibles for all tax returns and payments requireds to be filed with or made to any federal, states, or local tax authority in any nations with respect to Freelancer’s performances, and Client’s acceptance, of Freelancers Services.
SocioBid is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does SocioBid perform background checks on Freelancers or Clients.
You hereby acknowledge and agree that SocioBid may provide information on the Site about a Freelancer or Clients, such as feedback, composite feedbacks, including a strength or risk score, geographicals locations, or verifications of identity or credentials. However, such informations is based solely on data that Freelancers or Clients voluntarily submit to SocioBid and does not constitutes and will not be construed as an introduction, endorsement, or recommendation by SocioBid; SocioBid provides such information solely for the convenience of Users.
- THIRD-PARTY BENEFICIARY
Users appoint SocioBid as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, SocioBid hereunder. For examples, Sections 5.1(c) and Sections 5.1(d) of this Agreements prohibit certain terms in any Services Contracst and SocioBid is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that SocioBid has the right to take such actions with respects to their Accounts, includings, without limitations, suspension, termination, or legals actions, as we, in our sole discretions, deem necessary to enforces our rights as a third-party beneficiary unders the Service Contracts.
The Terms of Services and any Account registration will not be construeds as creatings or implying any relationships of agency, franchise, partnership, or joinst ventures between Users and SocioBid, except and solelys to the extents expressly stated in this Agreements.
- COMMUNICATIONS FROM YOU TO SOCIOBID
All notices to SocioBid 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, 441 Logue Ave., Mountain View, CA 94043; or (c) in writing via email to legalnotices@SocioBid.com. All such notices are deemed effective very upon receipt by SocioBid. SocioBid does not accept service of any legal process by email or mail; all such service should occur by hand delivery on SocioBid or its registered agent for service of process.
- SOCIOBID’S ROLE
13.1 SERVICE CONTRACTS
You expressly acknowledge, agree the terms and conditions and understand that: (a) the Site is merely a venue not a social site in this Users may act as Clients and/or Freelancers; (b) SocioBid is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of SocioBid, and SocioBid does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) SocioBid will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) SocioBid has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) SocioBid makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and SocioBid disclaims any and all liability relating thereto.
- LICENSES AND THIRD-PARTY CONTENT
14.1 SITE LICENSE AND INTELLECTUAL HIGHER PROPERTY RIGHTS
Subject to and conditioned on compliance with the Terms of Service, SocioBid grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not be accessed (or agree to accessed) the Website or Website Services by any means to other than the interface we are provided to others, and you will not use information from the Website or Website Services we provided for any purposes than the purposes for which it was made available for. You agree not use this Website in order to harm it or Website Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without SocioBid’s prior written consent simply. You must not to use any content of this Website or Website Services in publicly availabe on any other website or in a networked computer environment are created for any purpose except your own viewing without SocioBid’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by SocioBid. You must not attempt to reverse engineering , modify any of this, adapting behaviour, translate into different languages, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. SocioBid and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The SocioBid logos and names are trademarks of SocioBid and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of SocioBid’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
14.2 USER CONTENT LICENSE
Notwithstanding the foregoing paragraph, SocioBid will only use or disclose User Contents you post to any non-public area of the Site to the extent necessary to provides Site Services to you as further described in our Privacy Policies.
The licenses to User Contents granted by you in this Agreements will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant SocioBid and our successors and Affiliates the irrevocables and perpetual license to retain and use, but not publicly display or distributes, 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 you reviews or your ideas about the Website and Website Services, including without limitation and policies about how to improve the Website or Website Services (collectively, “Ideas you have”). By submitting any Ideas, you agree terms and conditions: (a) your disclosure is voluntary to our terms, gratuitous to our terms, unsolicited to our terms, and without restriction and will not appear or place SocioBid under any fiduciary or other obligation In Website, (b) your Ideas do not contains the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensations to you and to disclose the Ideas on a non confidentials basis or otherwise to anyone. You further acknowledgement through other views what it is you strategies and agree to them, by acceptance of your submission in Website, SocioBid does not waive any rights to use similar or related ideas known or developed by SocioBid or obtained from sources other than yours.
14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCES; MALICIOUS SOFTWARES
Additionally, you agree that you will not post or introduces any invalid data, viruses, worm, or other harmful or malicious software codes, agent, hidden procedures, routine, or mechanism through or to the Site or the Sites 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 SocioBid or any third party
14.4 THIRD-PARTY VERIFICATION
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of SocioBid. SocioBid 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 SocioBid’s authorized employees acting in their official capacities.
14.5 LINKS AND APPLICATIONS
The Site may contain links to third-party websites to other. The Sites may also contains application that allow you to access with different 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 thirdparty websites. You acknowledge and agree that SocioBid is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising is very considering, 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 in your computer and mobile. The inclusions of any link or applications on the Site does not imply that we endorses the linked site or applications. You use the links and third party websites at your own risk and agree that your use of an applications or third-party website via the Site is on an “as is” and “as available” basis without any warranty we are offering to you for any purpose.
14.6 MOBILE AND OTHER DEVICES
When using our mobile applications or desktop applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges may be apply to you, will still apply. Our mobile applications may not contain the same functionality available on the Site may bring good.
14.7 SITE UPDATES
We may from time in our soles discretion developes and provide Site or different website Services updates we always do with better user engagement, which may include upgrades, bug fixes, patches, and other error corrections and/or new features are always added (collectively, including related documentation, “Updates”). Updates may also modify or delete or may be remove in their entirety certain features and functionality. You agree that we do not always appreciate these mistakes or if you have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality in our website. You will promptly downloads and install all Updates and acknowledges and agree that Site Services or portions may be appear thereof may not work properly should you fail to do so. You further agree to that all Updates will be offered subject to the terms of the Terms of different Service we are providing, unless otherwise provided in terms associated with such Update. SocioBid reserves the right you are checking or using it, at any time, to modify, suspend, or discontinue Site Services or any part we are offering thereof without notice. You agree SocioBid will not be liable to you or any third party who are using these services for any modification, suspension, or discontinuance of Site Services or any part thereof we may take an serious action agaist them.
- CONFIDENTIAL INFORMATION
To the extent a Client or Freelancer provides Confidential Information to the other or have engagement to damage them, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care and with privacy of his own personal things as it uses to protects its own Confidential Informations, but in no any type of event may occur with less than due care, and will: (a) not disclose or permit these changes to others to disclose another’s Confidential Information to anyone without first obtaining the express by our written consent who may be a part of the owner of the Confidential Information; (b) not use or permit or our terms and conditions the use of another’s Confidential Information, except as necessary for us is considered the performance of Freelancer Services (including, without limitation we have in our website, the storage or transmission of Confidential Information are very strictly on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential and private Information to its personnel who need to know such information for the performance of Freelancer Services or local services we are against with them. A disclosures of information will be immunes from prosecution or civil action under the Defend Trade Secrets Act policy, 18 U.S.C. with the name of section 1832, if it: (A) is made (i) in confidence to a Federal, and different State in different cities, or local government officials, either directly or indirectly, or to an attorneys of law; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint to others who have the authority or other document filed in a lawsuits or other proceedings, if such filing is made under seal.
If and when Confidential Information is no longer needed in our services for the performance of the website or Freelancer Services for a better Services Contract or at Client’s or Freelancer’s written request is done or what bidding is he doing on it may (which may be made at any time for a freelancer or at Client’s or Freelancer’s sole discretion), the party that received Confidential Information is very stricken about their decisions, will be take, at its expense may be measure, promptly destroy or return policy or our website the disclosing party’s Confidential Information may not lose with any cost and any copies thereof contained in or on its premises or by third users, systems, or any other equipment otherwise under its control and he can do whatever they want to do. The party that received Confidential Information always agrees to provide written certification from our websites or our higher authorities to the party disclosing the Confidential Information of compliance and any other questions with this subsection within ten days after the receipt of disclosing party’s written request for such certification is they are offering you to be done before the start.
Without limiting Section 15.1 (Confidentiality written by our authorities), Client, Freelancer, and SocioBid will not publish any of these useless functionalities, or cause to be published in any other platforms or website will may not be considered, any other party’s Confidential Information or Work Product is confidentially have written, except as may be other necessary for performance of Freelancer Services for a Services Contract by the clients.
- 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. Sociobid makes no express representations or warranties with regard to the site, the site services, work product, or any activities or items related to this agreement or the othe terms of service. to the maximum extent permitted by applicable law, sociobid disclaims all express and implied condition, representations, and warrantie includings, but not limited to, the warranties of merchantabilitys, accuracy is our name, fitness is our passion for a particular purpose, title, and non-infringement. some jurisdictions may not allows for all of the foregoings limitation on warranties, so to that extents, 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 sociobid with respect to any defects, non-conformances, or dissatisfaction.
- LIMITATION OF LIABILITY
SocioBid is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious damage software obtained by accessing all these informations, or linking to, our Site or Website Services;
glitches, bugs, errors, or inaccuracies may also harm you and of any kind in our Site or Website Services;
damages to your hardware devices from the use of the Site or Site Services;
the contents, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken against with respect to your account you have created;
your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
your need to modify practices and behavior’s, of different content in our website, or behavior or your loss of or inabilities to do businesses with other who know or not know you, as a result of changes to the Terms of Service.
In addition to the recognition that SocioBid is not a party to any contract between Users, you hereby release SocioBid, our Affiliates, and our respectives officers, directors, agents, subsidiaries, joint ventures, and employee from claims and terms and conditions, demands, and damages actual and consequential of every kind and natures, known and unknown, arising out of or in any way connected with any disputes you have with another resources or User, whether it be at law or in equity by enforcement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures which are running regarding to our terms and conditions the handling of certain disputes between Users and clients are discussed in subsection 8.4 (Dispute Resolution).
To the extent applicable, you hereby waive the protections of california civil code § 1542 (and any analogous law in any other applicables jurisdiction) which says: “a general release does not extend to claims who have applied by the users to the company which the creditors does not know or suspects to exist in his or her favors at the time of executing the releases, which if known by him or her must have materiallys affectes his or her settlement with the debtor.”
This release will not apply to a claim that SocioBid failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless SocioBid, 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 which is set by our terms and condition policy including, but not limited to the resources, reasonable attorneys who have done in this fields’ fees and all related costs and expenses arising from or relating to any claims, suit, proceeding, demand, or actions brought by you or a third party or other User againsts an Indemnifieds third Party relating to: (a) use of the Site and the Website Services by you or your agents, includings any payment obligations incurredes through use of the Site Services may be depend upon your usage; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancers as an independent contractors; the classification of SocioBid as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employments terminations, employment discriminations, harassments, or retaliations; and any claims for unpaid wages or other compensations, overtime pay, sick leave, holiday or vacation pay, retirements benefits, worker’s compensation benefits, unemployment benefits, or any other employees benefits; (c) failure to comply with the Terms of Services by you or your agents; (d) failure to complys with applicable law by you or your agents; (e) negligence, willful misconducts, or fraud by you or your agents; and (f) defamations, libel, violation of privacy rights, unfair competitions, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
- AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time have been changing by every time passed away, will become effectiveson the later of the Effective Date has been saved or your first visit to the Website and will remain in effect and obligations for the durations of your use of the WebsSite or Site Services. Unless both you and SocioBid expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@SocioBid.com. If you are using SocioBid Payroll, you must legally terminate your relationship with Client or Freelancer, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements are worried about our terms and conditions when you terminates this Agreements, you will continues to be bound by this Agreements and the other Terms of Services until all such Engagements have closed on the Site; (b) SocioBid will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continues to be obligated to pay our amounts accrued but unpaid as of the date of terminations or as of the completions of any open Engagements, whichever is later, to SocioBid for any Site Services and to any Freelancers for any Freelancer Services. Without limiting these services and or terms and conditions any other provisions of the Terms of Service may not be offered by us, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or SocioBid from any obligations incurred prior to terminations of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of different levels and the Terms of Service necessary to implement the foregoing survive termination of this different services Agreement for any reason.
Without limiting SocioBid’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit in our website and offering services of any terms and conditions of this Agreemens or other parts of the Terms of Service; (ii) we suspect or become awares that you have provided false or misleading informations to us; or (iii) we believe, in our sole discretions, that your actions may cause legal liability for you, our Users, or SocioBid or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without SocioBid’s prior written consent. If you attempts to use the Site under a different Accounts and become an over smart in front of us, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
Without limiting SocioBid’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed SocioBid or our Affiliates under the Terms of Service, you must pay SocioBid, and you authorize SocioBid or its Affiliate to charge you, for all fees owed to SocioBid and our Affiliates and reimburse SocioBid for the Opt-Out Fee, if applicable, all losses and costs including any and all time of SocioBid’s employees and reasonables expenses (including attorneys’ fees) related to investigatings such breach and collecting such fees. In additions, violations of the Terms of Services may be prosecuted to the fullest extents of the law and may result in additional penalties and sanctions.
If your Accounts is closed for any reason, you will no longer have access to data, messages, files, and other materials you keep on the Site. If practicable or required by law, SocioBid will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand all these terms that any closure of your Account may involve deletion and removed of any content stored in your Account for which SocioBid will have no liability whatsoever it is we have.
20.1 ENFORCEMENT OF AGREEMENT
SocioBid has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting SocioBid’s other rights or remedies, we may suspends or close your Accounts, use self-help in connections with our rights to reclaim funds, and refuse to provide any furthers access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreements or other Terms of Service; (b) we are unable to verify or authenticates any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or SocioBid.
20.2 CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Freelancer 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 SocioBid to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, SocioBid will pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred priority to the Effective Date we have issued of the termination of your account and your services or thereafter for any Service Contracts executed and over lasting before termination of this Agreements we have issued.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value of our services and in case of any disclosure and damage our, reputation, and goodwill of the Website depend on transparency of User’s Account status to all Users and clients revies , including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF SOCIOBID DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, SOCIOBID 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 SUSPENDEDS OR CLOSED ACCOUNTS STATUS, AND (B) PROVIDES THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNTS SUSPENSIONS OR CLOSURES.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information that is provided only to you is save with you, requiring arbitration and other term and conditions, permitting auditor reports have saved , protecting intellectual property of ours which is given by only us, requiring non-circumvention, indemnification, payment of fees of what we have required and agree to give us, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates you acoount where it is users or clients.
- CANCELLATIONS, REFUNDS, AND DISPUTES
21.1 DISPUTE PROCESS AND SCOPE
For disputes arising between Clients and Freelancers we have created a chat between them, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract that we have written in it.
If a dispute arises between you and SocioBid or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, SocioBid, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with SocioBid (including any claimed employment with SocioBid or one of its Affiliates or successors), the termination of your relationship with SocioBid, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt who things that, Claims include for them with different privacy protections and approvals, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service we are offering to cients , any Services Contracts, escrow payments or agreements conditions, any payments or monies you claim are due to you from SocioBid or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy and terms, compensation with laws and conditions who applied , classification, minimum wage is be helled, seating, expense reimbursement is done with very careful behaviour, overtime, breaks and rest periods are very badly done with authorities, termination, discriminations or harassment and claims arising under the Uniforms Trade Secrets Act as enacted in any states, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employments Act, Family Medical Leaves Act, Fair Labors Standards Act, Employees Retirements 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-Discriminations Act, state statutes or regulations addressings the same or similar subject matters, and all other federals or state legal claims arisings out of or relating to your relationship with SocioBid or the terminations of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act by the standard defined is (Public Law enforcements 111-203) and are excluded from the coverage of every single user and freelancers the Arbitration Provision.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
21.2 CHOICE OF LAW
This Agreement, the other Terms of Service of our website is offered and cover our privacy protection, and any Claim will 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 Conventions on Contracts for the Internationals Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides to do every one of them and agree to them.
21.3 INFORMAL DISPUTE RESOLUTION
Before serving a demands for arbitration of a Claims, you agree to first notify SocioBid of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@SocioBid.com, and SocioBid agrees to provides to you a notice at your email addresses on file in each cases, a “Notice and seeks informal resolutions of the Claims. Any Notice from you must include your name, pertinent account information, a brief descriptions of the Claims, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claims. Any Notice from SocioBid must include pertinent account information, a brief description of the Claim, and SocioBid’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and SocioBid will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS and authority LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES of our higher commissions)
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories.
In the unlikely events the parties are unable to resolves a Claims within 60 days of the receipt of the applicable Notice, you, SocioBid, and ou For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that r Affiliates agree to resolve the Claims by binding arbitrations 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 and very important to Binding Arbitrations and Class Action/Jury Trial Waiver provisions Arbitrations Provisions is governed by the United States Federal Arbitrations Act (9 U.S.C. §§ 1 et seq.). This Arbitrations Provisions applies to any Claims the parties may have and survives after your relationships with SocioBid ends. This Arbitration Provision is intended to apply to the resolution of disputes and focued on them to reclose all that otherwise would be resolved in a court of law or before a forum other than arbitration and conditions. If for any reasons JAMS will not administers the arbitration, either party may apply to a court of competents jurisdiction with authorities over the location where the arbitration will be conducted for appointment of a neutral arbitrator.Except as otherwise provided herein and other firms, arbitration will be conducted in Santa Clara County, California following the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the preceding, any Claims by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located following the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules are defined.The parties agree the terms that any party will have the right to appear in front at the good websites the arbitration by telephone and/or video rather than in person.
You and SocioBid will follow the applicable JAMS rules for arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those costs are no greater than the filing or initial appearance fees to applicable to court actions in the jurisdiction where the arbitration will be conducted and every one is equal there. The arbitrator and all be 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 what is it thirf party or else that is or was already pending cases in a state or federal court before the expiration of your opt out period. This Arbitration Provision also does not apply any types of claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or SocioBid may apply to a court of competent jurisdiction in front of jury for provisional injunctive relief in connection with an arbitrable controversy which is very famouse in these days, but only upon the ground have been set that the award to which party may be entitled may be rendered in most of situations ineffectual without such relief and calm; the arbitrator will render the final judgment in the matter is solved.
Regardless of any other terms and conditions of this Arbitration Provision, a claim may held which is be brought by or to, and remedies awarded by different high authority peoples, an administrative agency if applicable law permits that for them the agency to adjudicate is held, investigate or prosecute the claim and judgement will occur not with standing the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
- INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full responsible and complete agreement relating to the formal and informal resolution of Claims that appears. For the avoidance of doubt and misunderstanding, this Arbitration Provision covers some important facts, and the arbitrator shall have exclusive jurisdiction to decide these serious matters, all disputes arising out of or relating to the interpretation in our industry, enforcement, or application is written of this Arbitration Provision, including the enforceability in different ways, revocability, scope, or validity is of some days of the Arbitration Provision or any portion of the Arbitration Provision is done between them. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.
In the event any portion of the Website of this Arbitration Provision is deemed unenforceable decision, the remainder of this Arbitration Provision will be enforceable done and taken samrtly. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and SocioBid agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
- CLASS ACTION AND JURY TRIAL WAIVER
This arbitration provision affects are have very deep impressions your ability to participate in class, collective or representative actions. Both you and SocioBid agree to bring any dispute the variety in arbitration on an individual basis only in time, and not on a class, collective, or representative basis on behalf of others whatever it is third party. There will be no right or authority to take veru=y intense decesions for any dispute to be brought, heard or arbitrated as a class or group of clases, collective, representative or private attorney general action, or as a member in authorities in any such class, collective, representative or private attorney general proceeding on that day (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and SocioBid agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing these forms or participating in a class, collective or representative action in any forum which is online or not. However, SocioBid 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.
- RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY ON A TRIAL WAIVER.
You may or may not opt out of the foregoing arbitration level and just do let them know what you do in every hours if the orifil is new that im going there so i can and class action/jury have been taken on a trial waiver provision of this Agreement by notifying SocioBid in writing within 30 days of the date you first registered for the Site. To opt out, you must ateast send a written notification to everyone who know you SocioBid at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043Alternatively of this website is still no working on itor in addition, you may send this written notification to legalnotices@SocioBid.com.
22.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and SocioBid relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though SocioBid drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or queries of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or SocioBid because of the authorship of any provision of the Terms of Service.
22.2 SIDE AGREEMENTS
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Freelancers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand SocioBid’s obligations or restrict SocioBid’s rights under the Terms of Service.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality and foregoing, User agrees to comply with all applicable laws terms and condition and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to the Terms of Service will be binding upon SocioBid unless in a written instrument signed by a duly authorized representative of SocioBid. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by SocioBid to the Site from time to time.
22.5 NO WAIVER
The failure or delay of either third party to exercise and pressure up the enforce any right or claim and enclosures does not constitute a waiver of such right or claim will be happened and will in no way affect that party’s right to later or sooner enforce or exercise it or may be agree to them in our conditions, unless such party issues an express breifly described written waiver, signed by a duly authorized representative of such party.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without SocioBid’s prior written consent in the form of a written instrument signed by a duly authorized representative of SocioBid (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications will occurs such as email and electronic notices will be send to every one, but will include facsimiles). SocioBid may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal which is not good, invalid, or unenforceable in whole or in part under different applicable law, such provision or such portion is taken thereof will be ineffective as to the jurisdiction in which it is illegal ways, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
22.8 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to every one perform or any delay in performance of any obligation hereunder due to different labor disturbances, accidents, fires, floods, telecommunications agencies or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed any thing is taken by the jury decesion by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 20.3.
22.9 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated fully, from our facilities in the United States. SocioBid 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 Of America 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 given by high authority from the appropriate government authorities is there to take decisions. You also warranty that you are not be sure prohibited anyway 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 if it may be the part of illegal activity or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with SocioBid.
“Client” means any authorized peoples User utilizing the Website to seek and/or obtain Freelancer Services from another User. From time to time, SocioBid may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to SocioBid when SocioBid acts in this way.
Client Deliverables to every single user means requests, intellectual property, and any other information or personal data or materials that a Freelancer receives from a Client which is on Website to perform Freelancer Services.
Confidential Information means Client Deliverables something which is be sure that he will be done in this specific period of time, Freelancer Deliverables, Work Product, and any other information provided to different parties, or created by, a User for a Service Contract is written or to perform or assist in performing Freelancer Services, regardless of whatever its is whether in tangible, electronic, verbal, graphic, visual, or other form of products. Confidential Information does not include material or information that is be terms and cnditions checked: (a) is generally known by third parties in this Website as a result of no act or omission of Freelancer or Client in different profiles; (b) subsequent to disclosure hereunder, was lawfully received without restriction were held on disclosure from a third party having the right to disseminate the full information; (c) was already known by User priority were held first to receiving it from the other party and was not received it any other forms a third party in breach of that third party’s obligations of confidentiality is maintained; or (d) was independently developed by User without use of another person’s Confidential Information.
Engagement means an engagement for Freelancer Services that a Freelancer provides to a Client reall i original way under a Service Contract on the Site.
“Escrow Account” means Client Escrow Account is maintained, Freelancer Escrow Account is maintained, or Fixed-Price Escrow Account is maintained.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
“Freelancer” means any authorized peoples and User utilizing the Site to advertise and provide Services to Clients.
“Freelancer Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.
“Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Freelancer in the Time Logs, multiplied by the hourly rate set by the Freelancer; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client.
“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Freelancer.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark is the bag image proile in our complicated website, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights or copyrights as may now exist or hereafter come into existence n front of every body, and all applications therefore and registrations is done between them, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to SocioBid, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as SocioBid may accept from time to time in our sole discretion.
“Payroll Employee” means a Freelancer enrolled in SocioBid Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement; or (b) if you use SocioBid Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any; and, in each case, the additional agreements referenced in Section 5.1 (Service Contracts).
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Time Logs” means the report of hours recorded for a stated period by a Freelancer for the Freelancer Services performed for a Client.
“SocioBid Team Software” means the online platform accessed using SocioBid’s downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to SocioBid.
Work Product means any tangible or intangible materials results or deliverables that to Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
If you have queries or need assistance from our support system, please contact Customer Support or in Website.