Effective Date: June 8, 2015
This User Agreement (this "Agreement") is a contract between you ("you" or "User") and GSS GLOBAL SMART SOLUTIONS LIMITED ("GSS", "we," or "us") and, to the extent expressly stated in this Agreement, our Affiliates. 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 proffstore.com ("Site"), all services, applications and tools that are accessible through the Site and all GSS mobile applications that link to or reference this Agreement ("Site Services"), except the Freelancer Services, whether provided by us or our affiliates. To the extent permitted by applicable law, GSS may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. A User and/or a Visitor shall become aware of the latest version of the Agreement before any use of the Site. If the User and/or the Visitor decides not to accept the revised Agreement he shall refuse the use the Site resources (services). Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. Full and unconditional acceptance of these Agreement shall mean that the interested person`s execution of one of the implicative actions below:
- Creation of a personal account on the Site as a User (a Freelancer, and/or a Client, and/or under any other status allowed by the Site);
- posting of personal information and/or information about the project (task) by the User on the Site;
- Client`s posting of a project announcement on the Site.
This Agreement includes and hereby incorporates by reference the agreements and polices linked from proffstore.com or elsewhere on the Site, as such agreements and policies may be modified by GSS from time to time in our sole discretion (collectively, the "Terms of Service"). In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will prevail. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR THE SITE SERVICES.
1. DIGITAL SIGNATURE
By registering for a GSS account on the Site (an "Account"), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to legislation of Cyprus. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
2.1 Your Consent and Your Right to Withdraw Consent
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 You Must Keep Your Email Address Current With Us
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
2.3 Hardware and Software You Will Need
To access and retain the records and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version," we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement electronically, you represent that (a) you have read and understand this consent to receive records and notices electronically; (b) you satisfy the minimum hardware and software requirements specified above; and (c) your consent will remain in effect until you withdraw your consent as specified above.
3. GSS ACCOUNTS
3.1 Account Eligibility
To use certain Site Services, you must register for an Account. To register for an Account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, you also must agree to the terms of this Agreement. By registering for an Account, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. GSS reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in GSS's sole discretion.
You agree that you are not: (a) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to some sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified as Denied Persons or Entity List, Specially Designated Nationals or Blocked Persons Lists, or Debarred Parties List or otherwise ineligible to receive items subject to export control laws and regulations or other economic sanction rules of any sovereign nation.
3.2 Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your location. You must not register for more than one Account without express written permission from us. Solely for purposes of the foregoing sentence, "You" means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.
GSS reserves the right to undertake actions, including removal of account if its use violates (contrary to) the Agreement, the accepted principles and (or) is insulting to other users.
Upon completing the registration process, you will receive a personal page address and using your login (e-mail) and a password you will be able to access your personalized parts of the Site services. You are held solely responsible for the security of your login and password, and for every action performed on the Site under your login and password. The User selects (change) a Password himself, but the GSS recommends to use passwords at least 6 (six) characters long. The GSS is not responsible for a break into of your account and any consequences caused by such break.
GSS has the right to forbid the use of certain logins and/or withdraw them from use.
You hereby agree that you shall immediately inform the Administration about any case of unauthorized access (without your permission) to your login and password, and/or any security breach, as well as that you log off under your Login and password (Log-off button) at the end of every Site (services) session.
GSS is not responsible for any potential loss and damage of the data, which may occur due to your violation of this part of the Terms.
You hereby understand and accept that the responsibility for all information, data, text, programs, music, sounds, photographs, graphic images, video, messages and other materials ("content") posted in a portfolio or sent privately, is born by the person creating (posting) this content. This shall mean that you and not the GSS are fully responsible for the content you upload, send, transfer or make it otherwise accessible by using the Site services.
You hereby agree not to use the Site services to:
• Upload, send, transfer or otherwise post the content which is illegal, malicious, threatening, untruthful, immoral, infringing copyright, promoting hatred and/or racial, ethnical, sexual, religious, social and (or) other discrimination of certain individuals and organizations;
• Violate the rights of juveniles;
• Infringe on the minority rights;
• Represent falsely yourself to be another person or a representative of the organization and/or community without sufficient rights, or to be the Site employee, moderator of the blogs or projects, owner of the site, as well as misrepresent the qualities and characteristics of any subjects or objects;
• Upload, send, transfer or otherwise post the content which you are not authorized to make accessible under the applicable Law;
• Upload, send, transfer or otherwise post the materials containing a virus or other malicious code, files or programs for violation, destruction or limitation of the functionality of any computer or telecommunication equipment or programs, unauthorized access, as well as series numbers to commercial software solutions and programs for their generation, logins, passwords and other means of unauthorized access to paid Internet resources and post links to the above information;
• Deliberately violate the legislative norms of applicable Law and (or) norms of the international law;
• Cause malfunction of the Site;
• Post links to resources the content of which contravenes to the applicable Law;
• Post bulk messages (comments, testimonials, private messages to the users) of promotional nature (spam) or flood.
• Posting the referral materials (references, coupons, codewords etc.) in any form is prohibited. The decision whether the appropriate materials are referral is made by Site Administration represented by moderators. Accounts of referrals distributors are blocked and appropriate materials are removed without prior warning on this.
You hereby understand and acknowledge that the GSS shall not be obliged to review content of any kind before it is posted, as well as that the Site has the right (but no obligation) at its sole discretion to decline posting or remove without warning any content accessible through one of the Site services. You agree that you must evaluate all risks associated with the use of the content, including evaluation of its reliance, completeness and usefulness of this content.
When using the Site it is forbidden to use in your messages (comments, testimonials) uncensored, swear words and other words insulting to the Users.
By working with a portfolio:
• It is forbidden to use other person`s works not related to your personal portfolio;
• It is forbidden to post works in the inappropriate portfolio section (the piece of work must correspond to the section where it is located);
• Specialization of your account must coincide with the area you work in;
• It is forbidden to change the Name/Surname specified during the registration, since this data misleads the users of the site. Individual cases may be discussed with the Site Administration.
• When posting testimonials it is recommended to be guided by grounded facts and impressions left after cooperation with the User.
• It is forbidden to lower/raise one`s rating by unauthorized means (using testimonials, recommendations, promotional messages in blogs, projects, private messages, comments).
When posting projects:
• It is recommended to fully reflect the idea of the posted project in its name and the message body;
• It is forbidden to post projects in the sections not relevant to the subject of specialization of the project;
• It is forbidden to post the same type announcements by the same user more than once a day;
In case of violation of specified conditions or other obligations under these Terms the Administration represented by moderators has the right to:
• Warn you in writing;
• Block your account;
• Annul your rating.
3.3 Identity Verification
When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize GSS, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.
3.4 Usernames and Passwords
When you register for an Account, you will be asked to choose a login (your e-mail address) and password for the Account.
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account login and password. You authorize GSS to assume that any person using the Site with your login and password is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account.
3.5 Feedback and Ratings
GSS encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that GSS may calculate a composite feedback number based on these individual ratings. Freelancers agree to be rated by Clients along several criteria, as determined by GSS. GSS provides its feedback and rating system as a means through which Users can express their opinions publicly, and GSS does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to GSS's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, GSS is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, GSS provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and managing disputes related to those Service Contracts. If a Client and Freelancer agree on terms of the Freelancer Services, a Service Contract is formed directly between such Client and Freelancer, subject to the provisions set forth in Section 5 (Relationship Between Client and Freelancer). When Client and Freelancer enter a Service Contract, they use the Site to hire, manage, and pay online.
For your needs and instructions, GSS will establish and maintain the User Account (“Account”) to receive/make payments for Jobs, withdraw payments, make payments to GSS, and issue/receive refunds to Clients.
You hereby employ, authorize, and instruct GSS to act as an agent in connection with the Accounts and the payment, holding, and receipt of funds for each Job and other specified purposes in accordance with this Agreement .
You acknowledge and agree that:
- we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
- the funds shown in your Account (which may include milestone Payments and/or any prepayment) represents our unsecured obligations to you with respect to your rights to direct us to make payment in relation to the purchase and sale of Freelancer Services through the Website and provision of the Freelancer Services;
- to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;
- we are not acting as a trustee or fiduciary with respect to such funds or payments;
- the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
- funds may only loaded into your Account, or released from your Account to you, by us and you must only use the mechanisms available on the Website to pay for, or receive funds in respect of Freelancer Services;
- we will hold funds in respect of the amount of your Account (including Milestone Payments, prepayments) in an account held by us with a financial institution (or in any manner that we decide in our sole discretion from time to time) and such funds are not segregated into a separate account; and
- we may commingle your funds with funds of other User's and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.
5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
5.1 Service Contracts
Client and Freelancer acknowledge and agree that when Freelancer accepts a Job awarded by Client, Client and Freelancer will be deemed to have entered into a "Service Contract" with each other that is comprised of the following agreements (as applicable): (1) this User Agreement; (2) the Job terms awarded and accepted on the Site to the extent that the terms do not purport to expand GSS's obligations or restrict GSS's rights under this Agreement; and (3) any other contractual provisions accepted by both Client and Freelancer, to the extent that the provisions do not purport to expand GSS's obligations or restrict GSS's rights under this Agreement. You acknowledge and agree that the formation of a Service Contract been Client and Freelancer does not, under any circumstance, create an employment relationship between GSS and the Freelancer.
Once Client awards the Job to Freelancer, Freelancer has the right to accept the Job offer during next 72 hours. If Freelancer doesn’t accept the Job offer during the above mentioned period, the Job offer is deemed as canceled and Client can award the Job to another Freelancer or cancel the Job offer.
5.2 Release and Delivery of Amounts to accounts
At the moment when Client awards the Job to the Freelancer Client irrevocably authorizes and instructs GSS to block the amount equal to the Fixed Price of the Job at Client Account until the Release, mentioned below.
Client and Freelancer irrevocably authorize and instruct GSS to release the blocked amount mentioned above (“Release”) to the User Account, as applicable, via the Site, in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law. The amount of the Release will be delivered to the applicable Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Agreement, and the other Terms of Service.
“Release Condition” means any of the following:
1. Client clicks to release funds to Freelancer (‘accept the job’ button).
2. Client and Freelancer have submitted joint written instructions for a Release.
3. Client and Freelancer agree to close the contract and issue a refund to Client.
4. Client or Freelancer has failed timely to respond to a GSS Dispute Assistance notification as required by the Dispute Assistance Policy of this Agreement.
5. Client or Freelancer otherwise has failed to comply with the Dispute Assistance policy of this Agreement.
6. Issuance of the final order of the court as per this Agreement
7. We believe, in our discretion, that one User has committed or is attempting to commit fraud, illicit acts, or has violated GSS’s User Agreement, in which case GSS may take such actions as we deem appropriate in our sole discretion and in accordance with applicable law.
8. Freelancer refuses to accept the Job offer during the prescribed period of time and funds will be released to Client
6. PAYMENT TERMS
6.1 Service Fee
When a Client pays a Freelancer or funds related to a Job are otherwise released to a Freelancer as required by this Agreement, GSS will credit the Freelancer Account and then deduct and disburse to GSS a 10% Service Fee that GSS earns and Freelancer agrees to pay GSS a 10% Service Fee for creating, hosting, maintaining, and providing the Site Services.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. VAT amount will be added to fees billed to you, if applicable.
6.2 Other Fees
- Posting a project/task – FREE of charge;
- Posting a TOP task – USD 1 (for seven days);
- Posting a colored task – USD 1 (for seven days);
- Posting a hidden requests project (Freelancers will not see bids of each other) – USD 1;
- Posting a hidden project (project details will be hidden from search systems and unauthorized Freelancers) – USD 1;
- Posting a NDA project (Freelancers will accept non-disclosure agreement and keep projects details confidential) – USD 1;
- Passing of one certification test – USD 1.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. VAT amount will be added to fees billed to you, if applicable.
In case of payments withdrawal additional fees of Payment Providers may apply.
6.3 No Fee for Introduction or Finding Job
GSS does not introduce Clients to Freelancers and does not help Freelancers find Jobs. GSS merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, GSS does not charge a fee when a Freelancer finds a suitable Client or finds a Job.
6.4 Disbursements to Freelancers
Once the Job is done Freelancer should send the results to Client.
After receiving the results Client has 7 (seven) calendar days to respond in one of the following ways:
a) To accept the Job and click the “accept the job” button;
b) To demand the necessary corrections/changes to be done by Freelancer during the demanded period of time;
c) To refuse the Job.
If there is no action from Client during 7 (seven) calendar days, the Job is deemed as accepted by Client.
If Client chooses the way c) (as pointed above), Freelancer can start the Dispute during 4 (four) days after receiving the appropriate notice, otherwise the funds will be released to Client account.
If Client chooses the way b) (as pointed above), Freelancer can
i) make the necessary changes within the time limit and send the results to Client or
ii) start the Dispute within 4 (four) calendar days after receiving the appropriate demand
If there is no action from Freelancer (neither changes nor Dispute as mentioned above), the Job is deemed as not performed and funds will be released to Client Account.
If Client accepts the Job, GSS will release funds to Freelancer Account.
The first withdrawal of funds earned will be delayed for fifteen days (security period) for security and fraud purposes.
Subsequent - may be delayed for up to 7 (seven) days (security period).
Freelancers agree that they will not receive interest or other earnings on the funds held by GSS prior to disbursement to Freelancer.
We may require you to be Freelancer Verified before you can withdraw funds from your Freelancer account, irrespective of whether or not a delay has been enforced.
You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud and Know Your Customer policy.
Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, GSS may hold the disbursement of the Freelancer Fees. Additionally, GSS may also hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer's passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Freelancer's obligations under a Service Contract, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law. In cases of fraud, abuse, or violation of this Agreement, GSS reserves the right to revoke the GSS Payment Guarantee and to hold all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation).
If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, GSS may suspend or terminate Client's Account, the processing of any additional payments, and any Freelancer Services in progress. Without limiting other available remedies, Client must pay GSS upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, GSS may set off amounts due against other amounts received from or held by GSS for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.6 No Return of Funds
Client agrees that once GSS charges Client's designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law and Rules of Financial Institutions. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client resolve disputes. If Client initiates a chargeback in violation of this Agreement, Client agrees that GSS may dispute or appeal the chargeback and institute collection action against Client.
6.7 Formal Invoices and Taxes
GSS shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. These taxes will be added to fees billed to you, if applicable. Freelancer shall 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 shall also be solely responsible for determining whether: (a) Freelancer or GSS 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 GSS, as appropriate; and (b) GSS is required by applicable law to withhold any amount of the Freelancer Fees and for notifying GSS of any such requirement and indemnifying GSS (either by GSS, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing GSS 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 GSS, Freelancer agrees to promptly cooperate with GSS and provide copies of Freelancer's tax returns and other documents as may be reasonably requested for purposes of such audit.
6.8 Payment Methods
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, debit cards.
When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs GSS to charge Client's Payment Method for Fees.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement can not be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.
The Site and the Site Services operate in US Dollars.
7. Payment guarantee
The Payment Guarantee does not apply to: (a) Freelancers or Service Contracts in violation of this Agreement, (b) Freelancers that do not meet the clear specifications of the Service Contract, (c) Freelancers that are aware of or complicit in another User's violation of this Agreement, or (d) suspected or actual fraudulent activities or abuse of this Payment Guarantee.
8. Service contract terms between client and freelancer
Freelancer agrees to provide Services to Client as set forth in this Section. Client and Freelancer may not agree to any other terms and conditions that affect the rights or responsibilities of GSS. GSS is not a party to any Service Contract between Users, except as a Third-Party Beneficiary as described further below.
Freelancer shall perform the Freelancer Services in a professional and workmanlike manner and shall timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services shall be determined and controlled by Freelancer.
Freelancer shall start to work in terms agreed with Client.
Work performed under Fixed-Price Contracts under a Freelancer's Account must be performed by the Freelancer that has the Account. If Freelancer wishes to subcontract with third parties to perform Freelancer Services on behalf of Freelancer, Freelancer represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an "Agency"). Freelancer and Agency agree and acknowledge that Agency's employees and independent contractors are not employees of GSS or Client. As between GSS and Freelancer, Freelancer agrees that GSS has no responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Agency's employees and independent contractors and that GSS has no obligation to supervise and control them. Freelancer represents, warrants, and covenants that Agency acknowledges and agrees that: (a) Agency is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Agency's employees and independent contractors and has the sole and exclusive right to supervise and control them, and (b) neither Agency, nor any of its employees, independent contractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from GSS or Client.
8.3 Dispute Resolution
You agree to abide by the Dispute Resolution Policy as stated in the Agreement (see section 21).
8.4 Termination of a Service Contract
If Client/Freelancer wants to cancel a contract, Client/Freelancer must submit the request on contract termination as per Dispute Resolution Policy to GSS.
8.5 Intellectual Property Rights
Certain Defined Terms
The following capitalized terms have the following meanings:
"Background Technology" means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.
"Client Materials" means instructions, requests, intellectual property, and any other information or materials that Client provides to Freelancer for a Service Contract.
"Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
"Work Product" means any and all work product developed by Freelancer as required to complete the Job and delivered to Client in the performance of the Job, excluding Background Technology.
Freelancer will disclose in the Job Terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Job Terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.
License to Background Technology
Upon Freelancer's receipt of payment from Client, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.
Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client's written request, Freelancer shall immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer's premises, systems, or any other equipment or location otherwise under Freelancer's control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.
Ownership of Work Product and Intellectual Property
Upon Freelancer's receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the owner thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer's receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client's ownership in, such Intellectual Property Rights.
Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer's signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.
8.6 Worker Classification
This Agreement does not create a partnership or agency relationship between Client and Freelancer. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Client. A Freelancer classified as independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.
9. Records of Compliance
Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to GSS upon request. Nothing in this subsection shall be construed as requiring GSS to supervise or monitor Freelancer Services or a User's compliance with this Agreement, the other Terms of Service, or a Service Contract.
10. Relationship with GSS
GSS is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection, contracting, and performance of Freelancer Services. GSS does not introduce Freelancers to Clients or help Freelancers find jobs. GSS 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. GSS does not, in any way, supervise, direct, or control Freelancer or Freelancer's work. GSS does not set Freelancer's work hours, work schedules, or location of work, nor is GSS involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. GSS will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. GSS does not provide the premises at which the Freelancer will perform the work. GSS makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer's listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.
GSS does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer; each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer's performance, and Client's acceptance, of Freelancer Services.
GSS is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does GSS perform background checks on Freelancers or Clients.
You hereby acknowledge and agree that GSS may provide information on the Site about a Freelancer or Client, such as feedback, a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancer or Client submits to GSS, and GSS provides such information solely for the convenience of Users and is not an introduction, endorsement, or recommendation by GSS.
11. Third-Party Beneficiary
Client and Freelancer acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Service Contract. Client and Freelancer therefore appoint GSS as a third-party beneficiary of their Service Contracts for purposes of enforcing the obligations owed to, and the benefits conferred on, GSS by the Service Contracts. Client and Freelancer further agree that GSS has the right to take such actions with respect to the Service Contracts or their Accounts, including, without limitation, suspension, termination, or legal actions, as GSS, in our sole discretion, deems necessary.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and GSS, except and solely to the extent expressly stated in this Agreement.
Service Contracts shall be governed by Sections 15 (Confidential Information), 12 (General), and 23 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
12.1 Entire Agreement
The terms and conditions set forth in this Section 12 and any additional or different terms expressly agreed by Client and Freelancer shall constitute the entire agreement and understanding of Client and Freelancer with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
13. GSS'S ROLE
13.1 Service Contracts
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) GSS is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of GSS and that GSS does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) GSS shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) GSS has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) GSS makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and GSS disclaims any and all liability relating thereto.
14. LICENSES AND THIRD-PARTY CONTENT
14.1 Site License and Proprietary Rights
Subject to and conditioned on compliance with this Agreement, GSS grants you a limited license to access and, if you have created an Account, to use the Site for the purpose using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than 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 GSS's prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site or Site Services except as permitted in writing by GSS. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Servcies unless expressly permitted by applicable law. You shall 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. GSS and our licensors retain all right, title, and interest in and to all Proprietary Rights related in and to the Site and the Site Services. GSS logos and name are trademarks of GSS 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 this Agreement confers any license under any of GSS's or any third party's Proprietary Rights, whether by estoppel, implication, or otherwise.
14.2 User Content License
When you post User Content on the Site or through the Site Services, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Proprietary Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that GSS may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant GSS and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place GSS under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, GSS does not waive any rights to use similar or related ideas known or developed by GSS or obtained from sources other than you.
14.3 Unauthorized Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of GSS and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of GSS or any third party.
14.4 Third-Party Verification and Monitoring
Any information or content expressed or made available by third parties or any other Users is that of the respective author(s) or distributor(s) and not of GSS. GSS 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 GSS's authorized employees acting in their official capacities.
14.5 Links and Applications
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that GSS is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.
When using our mobile applications, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. GSS reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree GSS will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
15. CONFIDENTIAL INFORMATION
To the extent a Client or Freelancer provides Confidential Information to the other, the recipient shall protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and shall: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Freelancer Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Freelancer Services for the relevant Service Contract.
By creating account on the Site you give the GSS your written consent to the processing, collection, use, transfer, removal, depersonalization of the personal data\Confidential Information (including, but not exclusive, details of your education, marital status, family members, place of residence, work experience, rewards (achievements) and other information provided in connection to your use of the Site resources (services), or received in any legal way), to store electronic copies of ID and similar documents containing the data of the Users in order to ensure due level of the delivered services, marketing and other research, service improvement and maintaining a continuous liaison with the User. GSS shall be granted the right to remove personal data and limit access to it without additional written approval.
GSS can conduct statistic, demographic and marketing research using confidential information and/or personal data. The research results shall not be deemed confidential information. In all cases GSS guarantees that the research results will be used in isolation from the personal information presented by the User and will not allow for identification of a certain User.
By creating accounts on the Site Users express their consent to receiving from GSS any reference, promotional materials, information about the news, offers and other special events held by the GSS or involving it, as well as the GSS`s partners, including email messages and other means.
If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client's or Freelancer's written request (which may be made at any time at Client's or Freelancer's sole discretion), the party that received Confidential Information, shall, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
Without limiting subsection 15.1 (Confidentiality), Client, Freelancer, and GSS shall not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.
16. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. GSS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GSS DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17. LIMITATION OF LIABILITY
GSS is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
a. your use of or your inability to use our Site or Site Services;
b. delays or disruptions in our Site or Site Services;
c. viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
d. glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
e. damage to your hardware device from the use of the Site or Site Services;
f. the content, actions, or inactions of third parties' use of the Site or Site Services;
g. a suspension or other action taken with respect to your account;
h. your reliance on the quality, accuracy, or reliability of job postings, freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
i. your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL GSS, OUR AFFILIATES OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF GSS, OUR AFFILIATES AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) $200; OR (B) ANY FEES RETAINED BY GSS WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE
In addition to the recognition that GSS is not a party to any contract between Client and Freelancer, you hereby release GSS, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).
This release shall not apply to a claim that GSS failed to meet our obligations under this Agreement.
You shall indemnify, defend, and hold harmless GSS, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of GSS as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Proprietary Rights or allegations thereof to the extent caused by you or your agents.
20. TERM AND TERMINATION
This Agreement will become effective upon your first registration on the Site and will remain in effect for the duration of your use of the Site. Unless both you and GSS agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. If you are using GSS Payroll Services, 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 Account is automatically terminated; however, (i) if you have any open Jobs when you terminate this Agreement you will continue to be bound by this Agreement until all such Jobs have closed; (ii) GSS will continue to perform those services necessary to complete any open Job or related transaction between you and another User; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Jobs, whichever is later, to GSS for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or GSS from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site Policies necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting GSS's other remedies, we may issue a warning or temporarily suspend, indefinitely suspend, or terminate your User access, Account, or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, other parts of the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or GSS or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without GSS's prior written consent.
Without limiting GSS's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed GSS or our Affiliates under this Agreement, you must pay GSS for all fees owed to GSS and our Affiliates and reimburse GSS for all losses and costs (including any and all time of GSS's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
When your Account is terminated for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, GSS will retain this information along with all your previous posts and proposals for a period of one year from the date of termination to give you ample time to institute an appeal our decision. If you appeal our decision through that process within one year, GSS will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, GSS may delete your information including data, messages, files, and other material you keep on the Site.
20.1 Enforcement of Agreement and Policies
GSS has the right, but not the obligation, to suspend or terminate your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting GSS's other remedies, we may suspend or terminate your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or GSS. Once we suspend or terminate your Account, you may not access any parts of the Site, including data, messages, files, and other material saved on the Site and you may not continue to use the Site under a different Account or reregister under a new Account. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You understand that any termination of your Account may involve deletion of any content stored in your Account for which GSS will have no liability whatsoever.
20.2 Consequences of Termination
Termination of this Agreement or your Account shall not relieve Client of the requirement to pay for 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 GSS to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, GSS shall pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination [or thereafter for any Service Contracts executed before termination of this Agreement.
Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF GSS SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY RELATED SERVICE CONTRACTS, GSS HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
Those terms that by their nature are intended to survive this Agreement shall survive this Agreement.
21. CANCELLATIONS, REFUNDS, AND DISPUTES
21.1 Dispute Process
You agree to abide by the Dispute Process that is explained in the Agreement.
If a dispute arises between you and GSS, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you and GSS agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Site Services (each, a "Claim") in accordance with this Section.
21.2 Choice of Law and Forum for Disputes
This Agreement and any controversy, dispute, or claim between Users, User and GSS or our Affiliates that arises out of or relates to this Agreement (each, a "Claim"), including without limitation any dispute relating to a Service Contract, shall be governed by and construed in accordance with the laws of the Cyprus, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
You agree that any Claim a) between User and GSS or our Affiliates, b) between Freelancer and Client must be resolved as described in this Agreement
21.3 Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify GSS of the Claim at Attn: Director of GSS, Eptanisiou 28, Nicolaou & Zavos Center, 4th Floor, Office 402, 3100, Aqios Nikolaos, Limassol, Cyprus (the "Notice") and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. GSS will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.
21.4 Dispute Assistance Policy
GSS provides this Dispute Assistance Policy as a mechanism to resolve the Dispute between Client and Freelancer.
Definitions and Key Dates
For all Disputes, you must be aware of the following key term:
“GSS Dispute Assistance” means the Dispute assistance provided by GSS as set forth in this Policy.
Availability of GSS Dispute Assistance.
Dispute Assistance is only available (i) after initial blocking the amount associated with the Job as per p.5.2 of this Agreement, and (ii) prior to Release of funds associated with the Job.
GSS will first attempt to assist Client and Freelancer by reviewing the Dispute and proposing a mutual, non-binding resolution.
· The Disputes team will notify Client and Freelancer via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
· If both Client and Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review. Negotiations, correspondence between the Users outside of the Site is not taken into account by the Disputes team for dispute resolution.
· The proposed resolution is non-binding; Client and Freelancer can choose whether or not to agree to it. If Client and Freelancer agree in writing to the proposed resolution, Client and Freelancer agree that GSS is authorized and irrevocably instructed to immediately release funds in accordance with the final resolution. The Client and the Freelancer shall approve or refuse the resolution within 7 (seven) days after its submitting by GSS. If there is no answer from Client or Freelancer during 7 (seven) days, it is considered that such a Party approves the proposed resolution.
· If Client and/or Freelancer disagree with GSS’s proposed, non-binding resolution, they may proceed to court of Cyprus as per legislation of Cyprus (“court”). If Client and Freelancer do not choose to arbitrate, Freelancer and Client agree that GSS is authorized and irrevocably instructed to immediately release funds as per resolution proposed by GSS.
· If Client and/or Freelancer choose to arbitrate by notifying GSS via support ticket of their intent to arbitrate, GSS will notify Client and Freelancer via ticket that they must start the Arbitration process with the appropriate court in Cyprus within 15 business days of the notice and provide the appropriate confirmation to GSS.
· If Client or Freelancer provides the appropriate confirmation as mentioned above within 15 business days of the notice, the disputed funds will be blocked by GSS till the final decision of the court.
· If Client and Freelancer both do not provide the appropriate confirmation as mentioned above within 15 business days of the notice, then Client and Freelancer will be deemed to have authorized and instructed GSS to, and GSS will Release the disputed funds as per mentioned resolution, proposed by GSS.
All claims, disputes or other disagreements between Users (Clients, Freelancers etc.) must be resolved in accordance with the terms in this Policy. This Policy incorporates all terms, conditions, rules, policies and guidelines on the Site, including the provisions relating to chargebacks contained in the other Terms of Service. All claims filed or brought contrary to this Policy will be considered improperly filed, and GSS will have the right to take any other action, including suspension or termination of your Account and any other legal action as GSS deems appropriate in its sole discretion.
22.1 Entire Agreement
This Agreement, together with the other Terms of Service and any other legal notices and agreements published by GSS on the Site, sets forth the entire agreement and understanding between you and GSS relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though GSS drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring you or GSS because of the authorship of any provision of this Agreement.
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, work for hire agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand GSS's obligations or restrict GSS's rights under this Agreement.
User shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties' Proprietary Rights.
No modification or amendment to this Agreement shall be binding upon GSS unless in a written instrument signed by a duly authorized representative of GSS. For the purposes of this subsection, a written instrument shall expressly exclude electronic communications, such as email and electronic notices, but shall include facsimiles.
22.5 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without GSS's prior written consent in the form of a written instrument signed by a duly authorized representative of GSS (and, for the purposes of this subsection, a written instrument shall expressly exclude electronic communications such as email and electronic notices, but shall include facsimiles). GSS may freely assign this Agreement without User's consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
22.8 Force Majeure
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Contract shall terminate.
22.9 Prevailing Language and Location
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any. GSS 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, state, and local laws and regulations, including, but not limited to, export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving 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 Cyprus; (b) subject to Cypriot economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the Cypriot government.
22.10 Communications from you to GSS
All notices to GSS 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: Eptanisiou 28, Nicolaou & Zavos Center, 4th Floor, Office 402, 3100, Aqios Nikolaos, Limassol, Cyprus; or (c) in writing via email to firstname.lastname@example.org. All such notices are deemed effective upon documented receipt by GSS. All notices related to accounting and invoicing should be addressed to: GSS Global Smart Solutions Limited, 28, Eptanisou & Griva Digheni str. Nicolaou & Zavos Center, 4th Floor, Office 402, 3100, Limassol – Cyprus
"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with GSS.
"Client" means any authorized User utilizing the Site to request Freelancer Services to be performed by a Freelancer (i.e., a User who is a client or potential client of Freelancer Users). From time to time, GSS may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to GSS when GSS acts in this way.
"Client Deliverables" means instructions, requests, intellectual property, and any other information or materials that a Freelancer receives from a Client for a particular Service Contract.
"Confidential Information" means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of another person's Confidential Information.
"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 requested by Client for such Service Contract."Freelancer" means any authorized User utilizing the Site to offer Services to Clients. A Freelancer User is also a customer of GSS with respect to use of the Site and the limited Site services.
"Freelancer Deliverables" means instructions, 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 a Fixed-Price Contract, fixed fee agreed between a Client and a Freelancer; and (c) any bonuses paid or other payments made by a Client for a Service Contract.
"Freelancer Services" means all services performed for or delivered to Clients by Freelancers.
"Project" - a set of tasks (work) that are published by Client on the Site, unified by a common idea.
"Task" - this is a separate part of the project, for the execution of which Client hires Freelancers through the Site.
"Job" means Freelancer Services that a Freelancer agrees to provide to a Client. This term does not imply an employment relationship and is not to be interpreted in that manner.
"GSS Team Software" means the online platform accessed using GSS's downloaded team software that enables time tracking, chat, and screenshot sharing with other Users.
"Payment Method" means a valid credit/debit card issued by a bank acceptable to GSS, a bank account linked to your Account, , or such other method of payment as GSS may accept from time to time in our sole discretion.
"Proprietary Rights" means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
"Service Contract" means the contractual provisions accepted by both a Client and a Freelancer governing the Services to be performed by a Freelancer for Client.
"Site Services" means all services that are accessible through the site."Work Product" means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services on a particular Service Contract, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
"User Content" means any data, feedback, reviews, information, content, text, video, music, or other information that you post to any part of the Site.
24. CONTACTING US
If you have questions or need assistance, please contact Customer Support at proffstore.com.