We are Hourspent Technologies, Inc. Our User Agreement, terms, and conditions govern your use of Hourspent and can be altered and updated from time to time. By using the Hourspent platform, products, and services, you have entered into an agreement with us.
This User Agreement (this “Agreement”) is a contract agreement between you (“You”, “Your”, “Them”, “User”, "Employer", "Buyer", "Client", "Freelancer", "Freelance Talent", "Talent" ) and Hourspent, (“Hourspent”, Hourspent Technologies Inc., “We”, “Our”, “Us”, “Site”, “Platform”, "Website").
Subject to the terms and conditions set forth herein, the amendment of this Agreement and any of the other agreements encompassed in the Terms and Conditions is at the sole discretion of Hourspent Technologies Inc. at any time and for any reason. This may involve the posting of a revised version on the platform. Hourspent will notify you in advance of any amendment comprising a substantial change by publishing the modified/updated Terms and Conditions of Use on the platform, providing notice of the change right on this terms page, or notifying you by email.
You relinquish any entitlement to receive specific notice of each or all of such changes. Any emendation to the Terms and Conditions of use takes effect on the effective date (“Effective Date”) stated. You will be subject to and will be deemed to have been made aware and to have accepted the changes in any revised Terms and Conditions of Use by your continued use of the platform, products, or services after the date such revised Terms and Conditions are posted. It is your sole responsibility to review these Terms and Conditions occasionally.
By using this platform, products, and/or services, you read, understand, and agree to be bound by the Terms and Conditions of Use. You agree that you are responsible for the agreement with any applicable local laws. If you do not accept any of these Terms and Conditions, you are prohibited from accessing this platform. By using this platform, products, and/or services on behalf of an entity or agency, as a provider, a receiver of services, representative, or for the benefit of an entity or agency, you represent and justify that you are empowered by law to bind that entity or company to this terms of conditions and accept that you are binding both you and the entity or company to the terms of conditions. “You” and “Your” will refer and apply to you and that entity or company.
These terms and condition is not intended for distribution to or use by any person, entity, or company in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Hourspent to any registration requirement within such jurisdiction or country. In correspondence to that, those persons who choose to access this platform, products and/or services from other locations do so on their initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
This platform is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.). If your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The platform, products, and services are intended for users who are at least 18 years old or have otherwise reached the age of majority in the jurisdiction in which they conduct business, in each case you can form or partake in legally binding contracts. Persons under the age of 18 or below the age of majority in the jurisdiction in which they conduct business are not permitted to use or register on this platform.
Unless otherwise indicated, the platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the platform (collectively the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned and controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks may not be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the platform, you are granted a limited license to access and use it to download or print a copy of any portion to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the platform, the Content, and the Marks.
By accessing this platform, any of its products or services, you warrant that: (i) All the information you submitted or will submit during signup, will or is true. (ii) You will keep the accuracy of such information and update such information when required. (iii) You have the legal capacity and you agree to abide by these Terms and Conditions. (iv) You are not a minor in the jurisdiction or location in which you live; (v) You will not access the platform, products, and services automatically or through robotic means, whether through a bot, script, or otherwise. (vi) You will not use this platform, products, and services for any unlawful or unauthorized purpose. (vii) Your use of this platform, products, and services will not violate any applicable law or regulation.
If you provide any information that we find untrue, outdated, or incomplete, we are obligated to hold off or close your account and refuse all present or future use of this platform, products, and services.
You represent to Hourspent that all of the information that you provide to us directly or through a third party application is accurate and complete, and that you are authorized to agree to this User Agreement.
Only certain portions of the platform, products, and services are available to visitors, limited to the user before their registration is accepted by Hourspent. You are required to register for an account (an “Account”) by completing a User profile (“Profile”) to fully access this platform, products, and services. You agree that your Profile will be shown to the public unless you adjust your privacy settings. By holding an Account on or after the Effective Date, you agree to be bound by this Agreement and the supplemental terms and conditions and documents comprising the Terms and Conditions of Use.
Hourspent can reject an account registration where and when we deem necessary and within the constraints of the law.
By creating an Account on behalf of an entity, or company, you warrant that you are officially permitted to go into binding contracts specific to Hourspent on behalf of yourself and the entity, or company. You agree to keep your password secret and will be responsible for all use of your account and password. You authorize Hourspent to take it that any person using the platform, products, or services with your account credentials is either you or is acting for you with your permission. You agree to alert us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to the password of your account. You also agree not to use the account credentials of other users of the platform if you are not authorized to use them or the use would violate the Terms and Conditions of Service.
We reserve the right to remove, reclaim, or change a username or revoke the privileges given to an Account if we determine, in our sole discretion, that such username you select is inappropriate, obscene, or otherwise objectionable or that you have created more than one account without our express permission. Your information on Hourspent will be kept and controlled in agreement with our Privacy Policy and applicable law.
The platform, products, and services are open and offered for business, personal, household, or commercial purposes. Therefore, to use them, you agree that you are registering for an Account on your behalf or for another as an employee or agent of and lawfully permitted to take action for and bind an autonomous business (whether it be a sole-entrepreneur/self-employed person or as a corporation, private enterprise, limited liability company, or any other business). You agree that if you will use the platform, products, and services for business or commercial purposes, you will act per any registration, licensing, or other requirements by law concerning your business, or the business for which you are acting.
You agree that you are at least 18 years old, or have otherwise reached the age of majority in the jurisdiction in which you conduct business, in each case you can form or partake in legally binding contracts. You agree that you will provide information that is true, accurate, and complete on your profile and all registration and other forms you access on the platform or provide to Hourspent to update your information are true, accurate, and complete. You agree not to provide Hourspent with inaccurate or misleading information about your identity, location, the business you conduct or own, your skillset, experience, or the services your business provides and to rectify any such information that is or becomes false, deceptive/evasive or otherwise misleading.
You agree not to allow or request another person to create an account on your behalf except your employee or agent authorized to do so on your behalf or for your business. By granting a third party permission to create an account for your or your business including as a team member, you represent and warrant that the User(s) is authorized to act on your behalf and you are fully obliged to and liable for the User’s acts and omissions, including for commitments and liabilities relating to making payments and entering into Service Contracts and the Terms and Conditions of Service. In the event, any such User violates the Terms and Conditions of Service, your ability to use the Site and Site Services may be direly affected. Upon closure of an Account, Hourspent may close any or all related Accounts.
Your Account is subject to verification upon registration and subsequently, from time to time if you will be hiring freelance talents or applying for freelance work. The verification process includes, but is not limited to, third-party databases authentication, the verification of one or more official government IDs or other official documents that substantiate your identity; your location, and your capacity to conduct your business on Hourspent. You authorize Hourspent, either directly or through third parties, to make necessary investigations to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. You must provide us with complete information about yourself and your business when requested and on time, which includes, but is not limited to, providing an official government ID or other official documents. You may not be able to access the Site or Site Services until the verification process is completed.
This Site is a collection of project management software and a talent marketplace where people create as many projects as they need to keep things organized and find freelance talents to hire and freelance services to buy. Freelancers can identify and advertise on the marketplace following the Site Terms and Conditions of Use. Hourspent provides the Site Services to Users, including Site hosting and maintenance, creating and mediating Service Contracts, and dispute resolution in connection with Service Contracts facilitated by Hourspent. Invoices and payments are made on the Site when a User engages in a Service Contract.
You are solely responsible for, and Hourspent disclaims all liability for, the provision of any goods or services sold to your customers or clients as part of your use of the platform, and any obligations you may owe to your customers or clients. You are always financially liable to Hourspent for Disputes (including chargebacks), Refunds, and any fines that arise from your use of the platform.
You may have access to directly manage your Hourspent Account. If such access is made available to you, you are responsible for all actions taken on your Hourspent Account through the Hourspent dashboard and settings including the initiation of Refunds.
You acknowledge and agree that we are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information displayed or offered through the Site. You agree we do not recommend or endorse freelancers or buyers. You agree to every possible extent that you are solely responsible for ascertaining the safety, effectiveness, accuracy, and legality of any User Content; determining the adequacy and suitability of other Users for a Service Contract through screening interviews, identity verification, or similar actions; going into agreement with a User and affecting the terms and conditions of Service Contracts; performing freelancing services and/or paying for freelancing services. You agree that we do not warrant that the quality of any of the services purchased by you on the Site will meet your expectations or that any errors on the Site will be corrected.
As a freelancer, you acknowledge, agree, and understand that you are completely responsible for the kind of projects you accept, at any time on Hourspent. You agree that you solely determine the manner and means with which you provide any freelancing service to a buyer. You agree it is your sole responsibility to decide the type of services you provide, your pricing method, and the price you will charge for your services. You acknowledge, agree, and understand that as a freelancer, you are not by any means an employee of Hourspent, and you are not entitled to any of the rights, privileges, and benefits of employment from Hourspent. You agree that it is your sole responsibility to acquire any liability, unemployment, health, disability, compensation (worker’s compensation included), or other insurance needed or required by law. You agree that you will be paid the amount and at the time agreed with a buyer in a given Service Contract, and Hourspent cannot determine or guarantee regular salary or steady work in-flow to a freelancer. You further agree that Hourspent does not provide the training, premises, or any equipment or materials to execute the Service Contract and that Hourspent does not dispatch any artifact for executing the Service Contract.
Depending on your location and/or our backlog, your withdrawal request is processed within minutes to three business days. It may take between three business days to fourteen business days for your earnings to arrive in your bank account. Hourspent reserve the right to change or suspend processing your withdrawal request at any time, including (i) due to pending, anticipated, or excessive disputes, chargebacks, refunds, or reversals; (ii) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (iii) where we are required by law or court order. If you believe that our withdrawal or service fees have been incorrectly deducted, or that Hourspent has not properly disclosed its fees to you, please contact us
We accept the following forms of payment:
-Visa
-Mastercard
-American Express
-Discover
-PayPal
-And any other payment method processed by Stripe.
As a Buyer, you agree to provide current, complete, and accurate purchase and account details for at least one payment method to use certain Site Services. You agree to timely update your account and payment information including email address, Payment Method, and payment card expiration date, so we can complete your transactions and contact you as needed. You further agree that you authorize, where applicable, Hourspent, Hourspent Escrow, and Hourspent Technologies, Inc., to charge Buyer’s credit card (or any other Payment Method in line with our Privacy Policy for the Freelancer fees and any other amounts owed under the Terms and Conditions of Use. All payments shall be made in U.S. dollars only. Any payment made in a currency other than U.S. dollars is at the User’s risk and Hourspent or any of its Affiliates will not be held liable for currency conversion charges.
Hourspent, Hourspent Escrow, Hourspent Technologies, Inc., and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Site or the Escrow Wallet. As a User, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with another User or arising out of your relationship with another User. If you use the Site as an employee, Freelancer, or Buyer, you agree to:
-Offer or solicit or consent to any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment on the Site, and not through any other means or manner other than the Site
-Introduce or refer a User you identified on the Site only to a third party who is a User of the Site for purposes of making or receiving payments through the Site.
You agree to inform Hourspent through the support staff, as soon as a User suggests to you making or receiving payments other than through the Site, or if you receive any contact you did not ask for outside of the Site.
You agree to pay all charges in effect for the Service Contract and you authorize us to charge your chosen payment provider for any such amounts upon entering a Service Contract with a freelancer. You agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information. If your Service Contract is subject to recurring charges, then you consent to our charging your Payment Method on a recurring basis without requiring your prior approval for each recurring charge, until such time as the Service Contract ends or you cancel it. We reserve the right to refuse any Payment Method or card on the Site, subject to applicable law.
When a buyer authorizes a payment using a payment method via the Site, the Buyer warrants 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 or the other Terms and Conditions of Use cannot be collected from the buyer’s payment method(s), the buyer is solely responsible for paying such amounts by other means.
Hourspent shall not be liable to any User if Hourspent does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such payment method. Hourspent will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
As a freelancer, you acknowledge and agree that you are solely responsible for all tax payable associated with the payments you receive from a buyer through Hourspent. You agree that Hourspent is not responsible for, and will not withhold any taxes payable from payments received by a freelancer. You agree that it is your sole responsibility to determine whether you are required by the applicable law to remit any value-added tax or any other taxes or similar charges to the relevant authorities.
You agree that if you are outside of the United States, you are responsible for determining if Hourspent is mandated by the applicable law to withhold any amount of the payment that you will receive from a buyer and for alerting Hourspent of any such requirement. You agree that in case Hourspent is undergoing an audit, you will cooperate with Hourspent on time, and make available the copies of your tax returns and other appropriate documents that show that you are engaging in an independent business, with Hourspent as your representative.
You agree that if you are outside of the United States, you are responsible for determining if Hourspent is mandated by the applicable law to withhold any amount of the payment that you will receive from a buyer and for alerting Hourspent of any such requirement. You agree that in case Hourspent is undergoing an audit, you will cooperate with Hourspent on time, and make available the copies of your tax returns and other appropriate documents that show that you are engaging in an independent business, with Hourspent as your representative.
As a User, you read, acknowledge, and agree that the information (“Information”) can be published, free of charge, on your profile by your client, employers, buyers, or Hourspent on request. Such information includes but is not limited to feedback, reviews, ID verification status, and personality test scores. You agree that the information published on your profile is exclusively for Users’ convenience and by no means an endorsement or recommendation by Hourspent.
You agree that information such as feedback is for the interest of the platform, its Users, and the smooth running of the Site. The feedback is publicly shared opinions of Users of the Site.
You grant Hourspent the permission to post the feedback addressed to you on your profile and anywhere else Hourspent deems fit on the Site. You agree that the feedback includes but is not limited to comments and reviews as a measure of user satisfaction. Hourspent provides Users areas on the Site to leave feedback. When posting feedback, you must comply with the following criteria: (i) you should have a firsthand experience with the person you are providing feedback about; (ii) your feedback should not contain offensive or profane words. Also, it should not be abusive, racist, or hate speech; (iii) your feedback should not contain discriminatory references based on religion, race, gender, nationality, age, marital status, disability, or sexual orientation; (iv) you should not make any conclusions as to the legality of conduct; (v) you may not post any false or misleading feedback. Hourspent may accept, reject, or remove feedback at our sole discretion. We have absolutely no obligation to screen feedback or delete feedback, and if any User considers the feedback objectionable or inaccurate, the User should inform Hourspent and that if the user does not do so, Hourspent may take such information as accurate. Feedback is not endorsed by us and does not represent our opinions or the views of any of the Site Users. We do not assume responsibility for any feedback, or for any claims, liabilities, or losses resulting from any feedback. You agree that by posting feedback, you hereby grant Hourspent a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and distribute all content relating to feedback.
You further acknowledge and agree that Information published on the Site is non-confidential and shall become our sole property. We shall own exclusive rights, and shall be entitled to the unrestricted use and dissemination of this information for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such information, and you hereby warrant that any such Information is original with you or that you have the right to submit such information. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in the Information.
Hourspent reserves the right, but not the obligation to:
(i) Monitor the site for violations of Terms and Conditions of Use.
(ii) Take appropriate legal action against anyone who, in our sole discretion, violates the law or the Terms and Conditions of Use, including without limitation, reporting such User to the law enforcement authorities
(iii) In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your information or any portion thereof; (iv) In our sole discretion and without limitation, notice, or liability to remove from the Site or otherwise disable all files and content that are malicious or are in any way burdensome to our systems.
(v) Manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Site Services.
The Site may contain (or you may be sent via the Site or Site Services) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Hourspent does not investigate, monitor, or check such Third-Party Websites and Third-Party Content for accuracy, appropriateness, completeness. We are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or Third-Party Content does not imply approval or endorsement thereof by Hourspent. If a User decides to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, it is at the User’s risk. You agree that you should review the applicable terms and policies, including privacy and data gathering practices, or any website to which you navigate from the Site or relating to any applications you use or install from the Site. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase or use of such products or services. Additionally, you shall not hold us responsible for any losses sustained by you or harm caused to you by relating to or resulting from any Third-Party Content or any contact with Third-Party Websites.
You read, acknowledge, agree, and understand that the Service Contract is a legal relationship between a buyer/employer and freelancer evidenced by the contract they both agreed to enter. The contract is directly between the buyer/employer and freelancer, and both decide the terms of their agreement and confidentiality without involving Hourspent under any circumstance. You agree that the Service Contract is not between Hourspent and any User or affiliation, or contractual cooperation between Hourspent and any User. You agree that the Service Contract may involve written agreements, as long as the written agreements do not clash with, impede on, or supplement the rights and obligations reserved to Hourspent under the Terms and Conditions of Use.
You acknowledge, agree, and understand that the dispute between a buyer and a freelancer is addressed concerning the type of Service Contract existing between them. The process of dispute resolution is overseen by Hourspent’s dispute resolution team. You agree that if the dispute resolution team fails to resolve the dispute, you may seek to resolve the dispute on your own without Hourspent’s further involvement or assistance. You further agree that Hourspent has the right to demand at least five business days advance notice of any hearing resulting from the obtainment of an order from an arbitrator or court of law regarding the Users’ dispute. Additionally, Hourspent can request to be paid in full for any amounts we are entitled to.
As regards Service Contract, the information provided from a User to another user is held in confidence. To the extent agreed on in the Service Contract, the recipient of the Confidential Information shall protect its confidentiality with the same level of care if it were the recipient’s Confidential Information. On a User’s request, written or through another legally acceptable means of communication, the recipient of the Confidential Information shall promptly return or destroy the Confidential Information received, including the copies of the Confidential Information harbored in any other place or equipment it owns and/or controls.
As a buyer you acknowledge, agree, and understand that you are completely responsible for hiring any freelancer for any project. Hourspent has no input and plays no part in worker classification between a buyer and a freelancer, and will not be responsible for any damage or loss arising from or relating to the classification of a freelancer in any manner. A buyer may choose a freelancer that meets his hiring criteria and is completely responsible for determining whether the freelancer should work independently or as a part of the buyer’s salaried workforce, including as an employee. In whatever case, the buyer should engage the freelancer accordingly, and where applicable, comply with the UK’s 1R35 tax legislation, sometimes referred to as the Off-Payroll Working Rules. In that case, the buyer should tender a detailed Status Determination Statement or designation needed under 1R35 to the freelancer or Hourspent. The details contained in any of the designations for worker classification should include but are not limited to the buyer’s attestation that its decisions in classifying a freelancer are appropriate, correct, and complies with applicable laws, rules, and regulations.
As a freelancer, you acknowledge, agree, and understand that Hourspent is not involved and does not decide, influence, or control the employment terms and conditions between you and a buyer. You agree that you will not contact Hourspent concerning any employment relationship you may have with a buyer. You agree that the Site is only provided for the sole purpose of your communication with the buyer.
Hourspent Escrow provides escrow wallet to users to deposit, secure, and / or receive payment for a Project (“Escrow Services”). The Escrow Services provided by Hourspent are exclusively for business purposes and not for commercial, personal, or household purposes.
As a talent, you acknowledge, understand, and agree that if you request hourly or fixed-price remuneration, you appoint Hourspent and its wholly-owned companies as your agent to receive or obtain funds in your name and credit them to your Talent's Escrow Wallet where necessary. Because Hourspent Escrow is Talent's / Freelancer's agent, Hourspent must, and hereby fully discharge and credit Talent's Escrow Wallet once an employer makes a deposit. As an Employer / Buyer, you appoint Hourspent and its wholly-owned companies as your agent to release the escrow deposit you made which was received on the talent's behalf to the talent/freelancer once you approved the invoice.
You acknowledge and agree that Hourspent operates only as an online escrow agent and will release funds deposited in an Escrow Account solely in compliance with this Agreement and the applicable escrow instructions (“Escrow Instructions”). You agree that Hourspent has complied fully in delivering the Escrow Services to you if Hourspent Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. It is Hourspent’s responsibility to perform those duties clearly described in this Agreement and any applicable Escrow Instructions. Your approval or instruction to Hourspent to release or make a payment of funds from an Escrow Account linked with you may authorize Hourspent to release or pay those funds as instructed, relying on your approval, instruction, this Agreement, and the applicable Escrow Instructions or as required by applicable law.
Fixed-Price Payment: If you opt for a fixed-price remuneration, then you agree that you will be bound by, and Hourspent Escrow will follow, the Fixed-Price Escrow Instructions.
Hourly Payment: If you opt for an hourly remuneration, then you agree that you will be bound by, and Hourspent Escrow will follow the Hourly Agreement and Escrow Instructions.
Hourspent will set up and manage any or more of three categories of Escrow Accounts subject to a User’s needs and the applicable Escrow Instructions. Funds will be deposited in escrow and released only in compliance with this Agreement and the applicable Escrow Instructions.
(i) Talent Escrow Wallet: Hourspent will set up and manage a “Talent Escrow Wallet” for the Freelancer to receive and withdraw payments associated with Projects. The Talent Escrow Wallet will also be used by the Freelancer to refund the Buyer.
(ii) Employer Escrow Wallet: Hourspent will set up and manage a “Employer Escrow Wallet” to keep funds which the Employer will use to pay a Freelancer for Projects, and through which the Buyer will receive refunds from the Freelancer.
(iii) Team Escrow Wallet: Hourspent Escrow will set up and manage a “Team Escrow Wallet:” to receive, keep, and release payments for a Fixed-Price and per-hour project per team project.
Each user's deposits are shown on their respective Hourspent Escrow wallet. By this, Hourspent, Hourspent Escrow, and our Affiliates are not financial institutions. By using Hourspent, Hourspent Escrow, our Affiliates services, you've authorized us to receive, keep and release your funds in escrow in compliance with applicable laws and regulations. The escrow account where funds for freelance talents and employers are kept is distinct from the functional accounts of Hourspent and all of its Affiliates. You agree that Hourspent Escrow will not willingly make available funds kept in the escrow trust account to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d). Hourspent Escrow holds only legal title to and not an equitable interest in your escrow account and any funds deposited therein. This Agreement is supplementary to the Service Contract and any other agreement between employer and freelance talents concerning the Project, as provided in 11 United States Bankruptcy Code, Section 365(n).
As a User, you acknowledge and agree that you will not expect or receive interest or other earnings on the funds held in your Escrow Account.
You acknowledge and agree that we (Hourspent, Hourspent Escrow, and our Affiliates) undertake to perform only such duties as are clearly stated in this Agreement, the applicable Escrow Instructions, and the other Terms and Conditions of Use, and no other duties will be suggested or inferred. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms and Conditions of Use, including this Agreement and the applicable Escrow Instructions. We will be under no duty to probe or investigate any agreement or dealings between Buyer and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Buyer or Freelancer following this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is authentic and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, correctness, accuracy, or content of any such notice, instruction, or request. We have no duty to ask or request for any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys and will be responsible only for handpicking any such agent or attorney and may consult with counsel, accountants, and other competent professionals to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, omitted, or lost in good faith by us in compliance with the advice or opinion of any such counsel, accountants, or other competent professionals. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the clauses or provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Buyer and Freelancer or by a final order or judgment of an arbitrator or court with competent judicial authority. You hereby authorize and instruct Hourspent to act as your escrow agent, holding payment of funds for each Project and other specified purposes in compliance with the Terms and Conditions of Use and the applicable Escrow Instructions.
You acknowledge and agree that we (Hourspent, Hourspent Escrow, and our Affiliates) are under no obligation, but have the exclusive right to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court with competent judicial authority and to settle any dispute between Buyer and Freelancer related to the Escrow Account. Regardless of whether we are identified as a party in interest in any dispute, arbitration, or other legal proceedings, and notwithstanding any clause or provision of this Agreement and the applicable Escrow Instructions, nothing herein will be interpreted to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court with competent judicial authority. Any partnership, corporation, or association into which Hourspent may be merged or adapted or with which Hourspent may be consolidated, or any partnership, corporation, or association to which all or substantially all the escrow business of Hourspent may be transferred will succeed to all the rights and obligations of Hourspent as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further action to the extent permitted by applicable law.
Hourly Contracts: As a Buyer/Employer, you agree that when you approve an Hourly Invoice for an Hourly Contract, you automatically authorize and instruct Hourspent to charge your Payment Method. You also agree that your authorization and instruction are final, and cannot be revoked.
Fixed-Price Contracts: As a Buyer/Employer, you agree that you are required to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Contract offer. You agree that when a Buyer approves the payment of the Freelancer for a Fixed-Price Contract on the Site, the Buyer automatically authorizes and instructs Hourspent to charge Buyer’s Payment Method for the Freelancer Fees. You also agree that your authorization and instruction are final, and cannot be revoked.
A Freelancer can request to receive payment from the funds available in the Freelancer Escrow Account. Under the relevant Escrow Instructions, Hourspent pays out funds available in the applicable Freelancer Escrow Account and payable to a Freelancer upon Freelancer’s request. A Freelancer can request to be paid from available funds at any time or by setting up an automatic disbursement schedule.
Hourspent has the right, notwithstanding any other provision of the Terms and Conditions of Use or the Escrow Instructions, except as prohibited by applicable law not to process, to hold the disbursement of the Freelancer Fees or any other amounts and counterbalance amounts owed to us, or take such other actions concerning the Escrow Account as we deem appropriate in our sole discretion if: (i) we have a reason to suspect a Freelancer or Buyer is involved in fraud or other illegal acts on or through the Site or Site Services; (ii) we require additional information that was not supplied at the time of registration or needed for account update; (iii) we believe the Freelancer Fees is being disputed over or there is a chargeback; (iv) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we ascertain that the further hold of the Freelancer Fees is no longer necessary, Hourspent will release such hold as soon as possible.
You further agree that, notwithstanding any other provision of the Terms and Conditions of Use or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to ask that you reimburse us, and you will reimburse us if we: (i) find out that transactions have been duplicated or are inaccurate; (ii) have provided our services in compliance with this Agreement yet we receive any chargeback from the Payment Method you used, or used by a Buyer if you are a Freelancer, even though we have provided Site Services in compliance with this Agreement; (iii) suspect fraud or any illegal activity concerning your Project, payment, or fund withdrawal. You agree that we have the right to obtain such reimbursement by charging the applicable Escrow Account, and any other accounts you hold with us, counterbalancing any amounts ascertained to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
As a Buyer, you are said to have defaulted in paying the Freelancer Fees or any other fee if you: (i) refuse or fail to pay the Freelancer Fees after Project completion; (ii) refuse or fail to pay a balance of the Freelancer Fees as and when due, or within a reasonable time (30 days maximum) after a credit or debit card expires or is declined; (iii) refuse or fail to honor an invoice issued to you by the Freelancer within the time that was agreed to in your Service Contract (iv) initiate a chargeback that resulted in the reversal of funds already shown to be paid, to the Talent; (v) take or refuse to take actions that lead to a negative or outstanding balance on the Buyer’s account. That means that as a buyer, you fail to pay the Freelancer Fees or any other amounts as and when due under the Terms and Conditions of Use, or a written agreement for payment terms incorporating the Terms and Conditions of Use and signed by an authorized representative of Hourspent. In any case, Hourspent may, without prior notice, suspend or close the Buyer’s Account temporarily or indefinitely and bar the Buyer from accessing the Site and Site Services, in addition to revoking the Buyer’s authority to use the Site to enter into Service Contracts, process additional payments, or contact any User for additional Freelancer Services through the Site. The Buyer will be responsible for any amounts accrued on any open Projects at the time a limitation is placed on the Buyer’s Account arising from the default in payment and must pay Hourspent any amounts owed, plus interest upon demand.
At our discretion and to the extent permitted by applicable law, Hourspent or its Affiliates, may without notice, charge all or a portion of any amount that is owed on any Account to Hourspent or as Freelancer Fees or otherwise to any Payment Method on file on the Buyer’s Account; set off amounts due against other amounts received from Buyer or held by for Buyer by Hourspent, Hourspent Escrow or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Hourspent gives no assurance to a Freelancer that a Buyer can pay or will pay Freelancer after Project is completed. As such, Hourspent cannot be held liable for Freelancer Fees if a Buyer is in default. Freelancer may leverage the dispute process detailed in the applicable Escrow Instructions to recover funds from Buyer in the event of a default or may pursue such other remedies against Buyer as Freelancer wants. If Hourspent retrieves funds from a Buyer who defaulted in fee payment, Hourspent will pay the amount due to the Freelancer to the extent not already paid by the Buyer.
As a Buyer, you acknowledge and agree that Hourspent or its partners will charge or debit Buyer’s designated Payment Method for the Freelancer Fees obtained as described in this Agreement and the applicable Escrow Instructions and that once Hourspent or its partner charges or debits the Buyer’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. You further acknowledge and agree that, to the extent permitted by applicable law, Buyer is not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged in compliance with the Terms and Conditions of Use for any reason. A chargeback in breach of the foregoing obligation is a failure to perform the financial obligation expressly described in the Terms and Conditions of Use. You agree that if a Buyer initiates a chargeback in violation of this Agreement, Hourspent or its partners may dispute or appeal the chargeback and institute collection action against Buyer and take such other action it deems appropriate.
If you found a potential Buyer, Employer, or Client through Hourspent, you acknowledge using the communication services available on the Site to communicate with any of them before entering into a Service Contract with you. You agree that before entering into a Service Contract, you (i) will use Hourspent as the only means of communicating with them on the Site; (ii) will not disclose your physical address, phone number, email address, social media handle, link to your Skype, Facebook, or any other application with a communication tool, or access any applicant management system that takes you outside of the Site; (iii) will not ask for their physical address, phone number, email address, social media handle, link to their Skype, Facebook, or any other application with a communication tool, or access any applicant management system that takes it outside of the Site to attempt to or to communicate with, solicit, contact, or find their contact information outside of Hourspent; (iv) will not ask for, provide, or attempt to identify through public means their contact information. You acknowledge and agree that if you breach this agreement, Hourspent will close your Account and revoke your authorization to use the Site and Site Services.
THE SITE AND SITE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SITE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HOURSPENT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITE LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SITE SERVICES; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY AND/OR; (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. HOURSPENT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY OR ADVERTISED, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT. YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
IN NO EVENT WILL HOURSPENT OR OUR DIRECTORS, EMPLOYEES, REPRESENTATIVES, SERVICE PROVIDERS, SUBSIDIARIES, AND JOINT VENTURES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SITE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO USD 100.00. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Hourspent is not a party to any contract between Users, you hereby release Hourspent, our Affiliates, and our respective officers, directors, representatives, subsidiaries, joint ventures, employees, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exists as of the time you enter into this agreement. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Buyer by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE ANY ANALOGOUS LAW IN ANY APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
This release will not apply to a claim that Hourspent failed to meet our obligations under the Terms and Conditions of Use.
You agree you will defend, indemnify, and hold Hourspent harmless, including our directors, subsidiaries, affiliates, and all of our respective officers, agents, partners, employees, and representatives, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (i) the use of the Site and Site Services including any obligations or default in payment incurred through the use of the Site Services; (ii) any product or content developed, provided, or otherwise related to your use of the Site Services; (iii) any Service Contract entered into by you or your representatives or agents, including, but not limited to, the classification of a Freelancer as an independent contractor or non-compliance with IR35 including for the failure to provide Hourspent with a designation including accurate information on the applicability of IR35; the classification of Hourspent 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; (iv) breach of these Terms and Conditions of Use; (v) any breach of your representations and warranties set forth in these Terms and Conditions of Use; (vi) violation of applicable law by you or your representatives or agents; (vii) your violation of the rights of a third party, including but not limited to intellectual property rights negligence, willful misconduct, or fraud by you or your representatives or agents; (viii) any overt harmful act toward any other User of the Site or Site Services with whom you identified via the Site; and (ix) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your representatives or agents. For purposes of this Section, your representatives or agents include any person who has apparent authority to access or use your account demonstrated by using your username and password. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Unless both you and Hourspent 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 and Conditions of Use as well, except as otherwise provided herein. In the event, you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and Your Account will be closed.
Hourspent is not a party to any Service Contract between Users. Thus, you acknowledge, understand, and agree that termination of this Agreement (or attempt to terminate this Agreement) does not end or otherwise affect any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (i) you will continue to be bound by this Agreement and the other Terms and Conditions of Use until all such Projects have been closed on the Site; (ii) you hereby enjoin Hourspent to close any open contracts; (iii) Hourspent will continue to execute those Site Services essential to the completion of any open Project or related transaction between you and another User on the Site; and (iv) you will continue to be required to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to any Freelancer for any Freelancer Services.
Without limiting Hourspent’s other rights or remedies, we may, but are not compelled to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms and Conditions of Use; (ii) we suspect or become aware that you have provided false, evasive or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Hourspent or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Hourspent’s preceding written consent. 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 ACKNOWLEDGE AND AGREE THAT THE VALUE, REPUTATION, AND GOODWILL OF THE SITE DEPEND ON THE TRANSPARENCY OF THE 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 HOURSPENT DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, HOURSPENT HAS THE RIGHT, WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT HOURSPENT WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
If your Account is closed for any reason, you will no longer be able to have access to data, messages, files, or other material you keep on the Site, except as otherwise mandated by law, and any closure of your Account may involve deletion of any content stored in your Account for which Hourspent will have no liability whatsoever. Hourspent has the exclusive right to and may as permitted or required by law, retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms and Conditions of Use that expressly or by their nature envisage performance, after this Agreement terminates or expires, will survive and continue in full force and effect. For example, the provisions requiring arbitration, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement, and setting forth limitations of liability each, by their nature, envisage performance or observance after this Agreement terminates.
Without limiting any other provisions of the Terms and Conditions of Use, the termination of this Agreement for any reason will not release you or Hourspent from any obligations incurred before termination of this Agreement or that thereafter may accrue in respect of any act or omission before such termination.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions of Use, this Agreement, the Site, Site Services, any Service Contract, escrow payments or agreements, any payments or money you claim are due to you from Hourspent or our Affiliates or successors, trade secrets, consumer protection, unfair competition, false advertising, compensation, termination, discrimination, retaliation, harassment, reimbursement, and privacy (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually a “Party” and collectively “Parties”), you agree that you will first attempt to negotiate any Dispute informally with Hourspent for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from us.
Disputes between the parties that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (Dispute covered by this Binding Arbitration include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, and the Terms and Conditions of Use) will be finally and exclusively resolved through Binding Arbitration. You understand that without this provision, you would have the right to sue in court and have a jury trial. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be $250.00, Hourspent will pay the difference, if any. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will decide in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable laws, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA Rules or applicable law, the arbitration will take place in Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Delaware, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens concerning venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms and Conditions of Use.
If this provision is found unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable, and such Dispute shall be decided by a court with competent judicial authority within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Nothing in this Binding Arbitration prevents either Party from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs.
Nothing in this Binding Arbitration prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Binding Arbitration. This Binding Arbitration also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Binding Arbitration. Nothing in this Binding Arbitration prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Hourspent will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) this Binding Arbitration does not apply to litigation between Hourspent and you that is or was already pending in a state or federal court. Notwithstanding any other provision of this Agreement, no amendment to this Binding Arbitration will apply to any matter pending in an arbitration proceeding brought under this Section unless all parties to that arbitration consent in writing to that amendment; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures, and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and Binding Arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use, and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable and such Dispute shall be decided by a court with competent judicial authority within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
Private attorney general representative actions under the Delaware Labor Code are not arbitrable, not within the scope of this Binding Arbitration, and may be maintained in a court of law. However, this Binding Arbitration affects your ability to participate in a class or collective action. Both Parties agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the AAA rules, Disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court with competent judicial authority and not by an arbitrator. In any case, in which (i) the Dispute is filed as a class or collective action and (ii) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court with competent judicial authority, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Both Parties agree that you will not be retaliated against, disciplined, or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Hourspent may lawfully seek enforcement of this Binding Arbitration and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
You agree that this Agreement, together with the other Terms and Conditions of Use, sets forth the entire agreement and understanding between both Parties relating to the relevant subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between both Parties, written or oral, to the extent they relate in any way to the relevant subject matter hereof and thereof.
The section headings in the Terms and Conditions of Use are included for ease of reference only and have no binding effect.
Even though Hourspent drafted the Terms and Conditions of Use, you represent that you had ample time to review and decide whether to agree to the Terms and Conditions of Use. If an ambiguity or question of intent or interpretation of the Terms and Conditions of Use arises, no presumption or burden of proof will arise favoring or disfavoring the Parties because of the authorship of any provision of the Terms and Conditions of Use.
Should this Agreement be executed in multiple languages, the English version of this Agreement represents and controls in all respects the understanding of both Parties. Any other version is provided as a translation. In the event of any conflict or inconsistencies, if any, the English language version will prevail.
No provision of this Agreement shall be modified, waived, or discharged unless the modification, waiver, or discharge is agreed to in writing and signed by Hourspent and its authorized representative. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. Our failure to act concerning a breach by you or others does not waive our right to act concerning subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
User may not assign the Terms and Conditions of Use, or any of its rights or obligations hereunder, without Hourspent’s prior written consent in the form of a written instrument signed by a duly authorized Hourspent representative. Hourspent may freely assign this Agreement and the other Terms and Conditions of Use without the User’s consent. Any attempted assignment or transfer in violation of this segment will be null and void. Subject to the foregoing restrictions, the Terms and Conditions of Use are binding upon and will be vested to the benefit of the successors, heirs, and permitted assigns of the parties.
In the event, any provision of this Agreement, or any portion thereof, is determined by any court with competent judicial authority to be illegal, unenforceable, or void in whole or in part under applicable law, the remaining provisions of this Agreement shall nevertheless be binding upon Hourspent with the same effect as though the illegal, unenforceable, or void provision or portion thereof had never been set forth therein to the maximum effect to the intent of the Parties. The illegality, unenforceability, or voidness of such provision in that jurisdiction will not in any way affect the legality, enforceability, or validity of such provision in any other jurisdiction or any other provision in any jurisdiction.
The parties to this Agreement will not be held liable or responsible for the failure to perform, or any delay in performance of, any obligation hereunder under extraordinary events or circumstances for a reasonable period due to sudden legal changes, labor disturbances, accidents, natural disasters, fires, floods, strikes, wars, riots, telecommunications or Internet failures, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions foisted by law or any other conditions beyond the reasonable control of such Party.
You agree that you access or use the Site at their own risk and are solely responsible for compliance with all applicable United States, state, local and foreign laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You agree 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 all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S.-origin products, including services or software.
To access or use the Site or Site Services, you must and hereby represent that you are not: (i) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to the U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Person Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the Site and Site Services, and your license to use the Site or Site Services will be immediately revoked.
Accessing the Site, using the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that agreements, notices, disclosures, and other communications we provide to you electronically via mail and on the Site, satisfy any legal requirement that such communication is in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Capitalized terms not defined below or above have the meanings described in the Terms and Conditions of Use.
“Buyer” means any verified User who uses the Site or Site Services to access and receive Freelancer Services, including from another User.
“Client” means any verified User utilizing the Site or Site Services.
“Confidential Information” means any information or material provided, created, or disclosed by a User to another User for the Project, irrespective of whether such information or material was made available directly or indirectly, orally, electronically, graphically, visually, in writing, or any other form. Confidential Information shall not, however, include any information which (i) was publicly and generally known by third parties before the time of disclosure, or as a result of no-fault or omission of Buyer or Freelancer; (ii) is already known or in the possession of the User at the time of disclosure by the disclosing party as shown by the User’s records immediately before the time of disclosure; (iv) is obtained by the User from a third party without a breach of such third party’s obligations of confidentiality; (v) is autonomously developed by the User without the use of or reference to the disclosing party’s Confidential Information.
“Escrow Account” means Buyer Escrow Account, Freelancer Escrow Account, or Team Escrow Account.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which a Buyer is charged a fixed amount agreed between a Buyer and a Freelancer before a Service Contract begins, for the completion of all Freelancer Services contracted by Buyer for such Service Contract.
“Freelancer” means any verified User using the Site or Site Services, to advertise or provide Freelancer Services to Buyers.
“Freelancer Fees” means: (i) for an Hourly Contract, the amount shown in the Hourly Invoice; (ii) for a Fixed-Price Contract, the fixed amount agreed between a Buyer and a Freelancer; and (iii) any other payments made by a Buyer to a Freelancer.
“Freelancer Services” means all the services rendered or delivered to Buyers by Freelancers.
“Hourly Invoice” means the record of the number of hours multiplied by a given period by a Freelancer for Freelancer Services provided to a Buyer under a Service Contract.
“Intellectual Property Rights” means all legal rights, moral rights, copyright rights, patent rights, mask work rights, rights of publicity, trademark, trade secret rights, trade dress, goodwill, and other intellectual property rights, in existence or yet to exist, and all applications, registrations, renewals, and extensions that give creators protection for original works, inventions, or the appearance of products, artistic works, scientific developments, etc., under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means an authenticated credit or debit card issued by a bank acceptable to Hourspent, a bank account linked to your Account on Hourspent, a PayPal account, or such other method of payment as may be acceptable to Hourspent from time to time in our sole discretion.
“Project” means a business or team requiring Freelancer Services that a Freelancer renders to a Buyer under a Service Contract on the Site if posted to the public. However, if a project is deemed private by the owner, it is an undertaking designed to achieve an aim which is expected to be done collaboratively and privately.
“Service Contract” means the contract provisions controlling the Freelancer Services provided by a Freelancer for Buyer for a Project.
This Subscriber Agreement is effective for new Customers on or after April 17, 2022. If you are an existing Customer or previously agreed to a version of the Subscriber Agreement before February 17, 2021, this Subscriber Agreement will be effective on the 1st of March, 2022, and will completely replace any prior version to which you agreed. Please be aware that your continued use of the Service after the 1st of March, 2022 constitutes your acceptance of this Subscriber Agreement. If you have a separate written agreement with Hourspent, this Subscriber Agreement will not apply to you.
This Subscriber Agreement is between Hourspent Technologies, Inc. Hourspent Limited (“Hourspent”) and the organization, users, people, and businesses agreeing to the terms of this Agreement (“Customer”), and, together with all applicable exhibits, attachments, addenda, and Order Forms, is the complete agreement of the parties regarding Customer’s order of the premium or business version of the Service or Professional Services (the “Agreement”). This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement, (b) the date Customer enters into an Order Form or other ordering document incorporating this Agreement, or (c) Customer’s use of the Service (the “Effective Date”). In the event of a conflict, an exhibit, attachment, addendum, or Order Form prevails over this Subscriber Agreement. End Users that are invited to use the Service by Customer are subject to the Hourspent Terms of Service available at https://hourspent.com/terms
“Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Hourspent or the Customer entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the subject entity
“Customer Data” means all information that a Customer or its End Users submit to the Service.
“Documentation” means Hourspent’s user guides, as updated from time to time, accessible via the “Help” feature of the Service.
“End User” means any individual who is authorized by Customer to use the Service under Customer’s account, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.
“Order Form” means an ordering document or an online order entered into between Customer and Hourspent (or Affiliates of either party) specifying the Service or Professional Services to be provided under this Agreement.
“Professional Services” means the customer success services provided by Hourspent or its subcontractor.
“Service” means Hourspent’s collaboration work management software as a service platform.
“Subscription” means the access to the Service acquired by Customer on a per End User basis.
“Subscription Term” means the term identified in the applicable Order Form or other ordering documents, including any renewal term, during which Customer’s End Users are permitted to use the Service.
Provision of the Service and Availability
Hourspent will make the Service acquired under an Order Form or other ordering document available to Customer and its End Users during the applicable Subscription Term pursuant to this Agreement. Hourspent may update the content, functionality, and user interface of the Service from time to time at its sole discretion. Some features and functionality may be available only with certain versions of the Service. Customer agrees that its acquisition of the Service under this Agreement is not contingent on the delivery of future features or functionality
Access Rights
Hourspent grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service during the applicable Subscription Term pursuant to this Agreement, solely for Customer’s internal business purposes, and subject to the applicable Order Form or other ordering documents.
Affiliates
In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions or Professional Services under this Agreement by entering into an Order Form that incorporates by reference the terms of this Agreement, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.
Acceptable Use Terms
The Service may not be used for unlawful, harmful, obscene, offensive, or fraudulent Customer Data or activity. Examples of prohibited activities are advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, introducing viruses or harmful code, or violating third party rights. Customer will not (a) make the Service available to anyone other than Customer and its End Users or use the Service for the benefit of anyone other than Customer or its Affiliates; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its employees or employees of its Affiliates to access the Service as guests instead of acquiring End User Subscriptions for such employees); (c) reverse engineer, copy, modify, adapt, or hack the Service; (d) access the Service, the Documentation, or Hourspent’s Confidential Information to build a competitive product or service; or (e) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose). Hourspent may request that Customer suspend the account of any End-User who: (a) violates this Agreement or Hourspent’s User Terms of Service; or (b) is using the Service in a manner that Hourspent reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Hourspent. If Customer fails to promptly suspend or terminate such End User’s account, Hourspent reserves the right to do so.
Security — Protection of Customer Data
Hourspent will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. In addition, the Hourspent Data Processing Addendum, available at https://Hourspent.com/terms (“DPA”), will apply to any Customer Personal Data (as such term is defined in the DPA) included in Customer Data.
Administration of Customer’s Account
Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify one or more End Users as administrators (each an “Administrator”) to manage its account, and Hourspent is entitled to rely on communications from such Administrators and other Customer employees when servicing Customer’s account. The customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. The customer is solely responsible for the accuracy, quality, and legality of Customer Data. The customer will promptly notify Hourspent if it becomes aware of any unauthorized use or access to the Customer’s account or the Service.
Customer’s Use of Third Party Services
Customers may install or enable third-party services for use with the Service, such as online applications, offline software products, or services that utilize the Hourspent API or otherwise connect with the Service (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third Party Services is solely the responsibility of Customer and the applicable third-party provider. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Services with the Service. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, such Third Party Service terms will govern, and Hourspent will not be responsible for, any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of such third party provider or its service.
Service Warranties
In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions or Professional Services under this Agreement by entering into an Order Form that incorporates by reference the terms of this Agreement, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.
Mutual Warranties
Each party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.
Affiliates
In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions or Professional Services under this Agreement by entering into an Order Form that incorporates by reference the terms of this Agreement, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.
Hourspent warrants during the applicable Subscription Term that: (a) the Service will materially conform to the applicable Documentation; and (b) Hourspent will not materially decrease the functionality of the Service. For any breach of the foregoing warranties, as Hourspent’s sole liability and Customer’s exclusive remedy, Hourspent will correct the non-conforming Service, and, if Hourspent is unable to correct the Service within a commercially reasonable time following receipt of written notice of breach, then Customer will be entitled to terminate the applicable Order Form and receive a refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination.
Professional Services Warranty
Hourspent warrants that the Professional Services will be performed in a professional and workmanlike manner using resources with the requisite skills, experience, and knowledge. For any breach of this warranty, as Hourspent’s sole liability and Customer’s exclusive remedy, Hourspent will, at its option (a) re-perform the applicable Professional Services that fail to meet this warranty, or (b) refund to Customer the fees paid for the non-conforming Professional Services.
Malicious Code
Hourspent warrants that the Service is free from, and Hourspent will not introduce, software viruses, worms, logic bombs, Trojan horses, or other code, files, or scripts intended to harm (“Malicious Code”).
Disclaimer
Except as expressly provided for in this Agreement, Hourspent does not warrant the uninterrupted or error-free operation of the Service or that Hourspent will correct all defects or prevent third-party disruptions or unauthorized third party access. These warranties are the exclusive warranties from Hourspent and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. Hourspent warranties will not apply if there has been misuse, modification, damages not caused by Hourspent, or failure to comply with instructions provided by Hourspent. Each party disclaims all liability for any harm or damages caused by any third-party hosting providers. Hourspent makes beta, trial, proof of concept, and “sandbox” versions of the Service available as-is without warranties of any kind.
The customer will pay all undisputed amounts due under the applicable Order Form within thirty (30) days of the invoice date. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Hourspent with notice and detail of the dispute no later than the invoice due date. Amounts due are payable in the currency outlined in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in this Agreement. For customers located outside of the United States, Hourspent may require that payment be made to the bank account of a local Hourspent Affiliate. The customer is responsible for providing complete and accurate billing information to Hourspent Technologies, Inc. including the purchase order number at the time of purchase if the Customer requires one.
Hourspent reserves the right to suspend Customer’s account if Customer’s account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. A suspension will not relieve the Customer’s obligation to pay amounts due. For transactions where Customer is permitted to make payment via credit card, Customer agrees that, if eligible, Hourspent may update Customer's payment information through the use of account refresher services provided by third-party payment processors.
End User Subscriptions
Subscription fees are based on annual or monthly periods (or pro-rata portions of such periods, calculated on a daily basis) that begin on the subscription start date and each annual or monthly anniversary of the start date. Subscriptions to the Service are sold in tiers based on the number of End Users. Customers may add End Users to their Subscription at any time on written notice to Hourspent (email notice acceptable), however, the number of End Users acquired under a Subscription cannot be decreased during the applicable Subscription Term. Hourspent reserves the right to calculate the total number of End Users on a periodic basis, and, if such number exceeds Customer’s current plan size, Hourspent reserves the right to invoice Customer for the tier that corresponds to the number of End Users on a pro-rata basis for the remaining months in Customer’s then-current annual Subscription Term, so that all End User Subscription Terms are coterminous. Hourspent reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide notify Customer of any such changes at least twenty (20) days prior. Hourspent may charge Customer the then-current pricing for the applicable Subscription if the number of End Users is modified and/or if Customer changes its Subscription plan.
Taxes
Any fees charged to the Customer are exclusive of taxes. Except for those taxes based on Hourspent’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If any withholding is required by law, the Customer will pay Hourspent any additional amounts necessary to ensure that the net amount that Hourspent receives, after any such withholding, equals the amount Hourspent would have received if no withholding had been applied. Upon request, the Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Hourspent’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations. If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Hourspent without undue delay upon execution of the applicable Order Form.
Auto-renewal
The customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on the Customer’s Subscription (the “Renewal Date”). Customer authorizes Hourspent to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or canceled in accordance with this Agreement. If the Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. The customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s subscription fees. Customers can cancel their Subscription anytime online by going into their account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term or renewal period, but will not be issued a refund for the most recently (or any previously) charged fees.
This Agreement commences on the Effective Date and will remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated, or this Agreement is otherwise terminated in accordance with its terms.
Termination for Cause
Either party may terminate this Agreement and any Order Form under this Agreement: (a) upon thirty (30) days written notice if the other party is in material breach of this Agreement and fails to cure such breach within the notice period, except that termination will take effect upon receipt of notice in the event of a breach of this Terms; or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.
Effect of Termination
Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement will immediately terminate, and Customer will immediately cease all use of the Service. Upon any termination by either party, Hourspent will refund to Customer a prorated amount of prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Hourspent for the Service or Professional Services in the period prior to the effective date of termination. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.
Customer Data After Expiration or Termination
Customer agrees that following expiration or termination of this Agreement, Hourspent may immediately deactivate Customer’s account(s) associated with the Agreement. Hourspent will make Customer Data available to Customer for export following the Documentation as long as Hourspent receives written notice within thirty (30) days after the effective date of expiration or termination from Customer regarding its intent to import such Customer Data. After such thirty (30) day period, Hourspent will have no obligation to retain Customer Data and will thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control. Subject to any limitations in Customer’s Subscription plan, upon Customer’s request to Hourspent support team. Hourspent will, within one-hundred and eighty (180) days of receipt of such request, securely destroy all Customer Data from its systems; provided that all back-ups will be deleted within thirty (30) days after such one-hundred and eighty (180) day period.
During performance under this Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes this Agreement, the Service, Order Form(s), Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods, and models, and technical documentation. Confidential Information does not include information that is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without an obligation of confidentiality; (c) developed independently by the receiving party, or (d) already in the possession of the receiving party without an obligation of confidentiality. In the event of a breach of this Section (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.
Protection of Confidential Information
The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party’s Confidential Information as it uses with its similar information that it does not wish to disclose, publish or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, freelance talents, affiliates, consultants, subcontractors, or advisors (“Representatives”) who need to know such Confidential Information to perform under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. If the parties entered into a non-disclosure agreement before executing this Agreement, the terms of this Section (Confidentiality) will control in the event of any conflict or inconsistency.
Compelled Disclosure
The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.
Sensitive Personal Information.
Customer agrees that it will not use the Service to send or store personal information deemed “sensitive” or “special” under applicable law, including but not limited to financial account information, social security numbers, health information, biometric or genetic information, personal information collected from children under the age of 16, geo-location information of individuals, or information about an individual's racial or ethnic origin, trade union membership, sex life or sexual orientation, political opinions, or religious or philosophical beliefs (collectively, “Sensitive Personal Information”).
Use of the Service will not affect Customer’s ownership or license rights in Customer Data. Hourspent and its authorized third-party service providers may use, host, store, backup, transmit, and display Customer Data to (a) provide the Service and Professional Services under this Agreement and (b) improve the Service as long as neither Customer nor its End Users are publicly identified. Neither this Agreement nor Customer’s use of the Service grants Customer or its End Users ownership in the Service, including any enhancements, modifications, or derivatives of the Service.
Feedback
If Customer submits any feedback to Hourspent regarding the Service or Professional Services, Hourspent may use such feedback for any purpose without any compensation or obligation to Customer provided such use does not violate this Section (Confidentiality).
Indemnification
If a third party asserts a claim against Customer that the Service as acquired under the Agreement infringes a patent or copyright, Hourspent will (a) defend Customer against that claim and (b) pay amounts finally awarded by a court against Customer or included in a settlement approved by Hourspent. To obtain such defense and payment by Hourspent, Customer must promptly (i) notify Hourspent in writing of the claim, (ii) supply information requested by Hourspent, and (iii) allow Hourspent to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
Hourspent has no responsibility for claims based on non-Hourspent products and services, items not provided by Hourspent, or any violation of law or third party rights caused by Customer Data or other Customer materials.
If a third party asserts a claim against Hourspent that Customer Data infringes a patent or copyright or violates a privacy right, Customer will (a) defend Hourspent against that claim and (b) pay amounts finally awarded by a court against Hourspent or included in a settlement approved by Customer. To obtain such defense and payment by Customer, Hourspent must promptly (i) notify Customer in writing of the claim, (ii) supply information requested by Customer, and (iii) allow Customer to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
Liability
A party’s entire liability in the aggregate for all claims related to the Agreement (regardless of the basis of the claim) will not exceed any actual direct damages incurred by the other party up to the total amount paid by Customer under this Agreement in the twelve (12) months preceding the first event giving rise to liability. Neither party will be liable for (a) special, incidental, exemplary, or indirect damages, or any economic consequential damages, or (b) lost profits, business, value, revenue, goodwill, or anticipated savings. The following are not subject to the limitation in the Confidentiality and Liability Section and the exclusion in (a) a party’s indemnification payments (Indemnification), and (b) damages that cannot be limited under applicable law.
Export Control and Economic Sanctions Compliance
Each party represents that it is not named on any U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.
Governing Law; Venue
Both parties agree to (i) the application of the laws of the State of Delaware, United States, without regard to conflict of law principles and (ii) the exclusive jurisdiction and venue in the state or federal courts located in Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.
Notices
Hourspent may give general notices related to the Service that apply to all customers by email, in-app notifications, or posting them through the Service. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in this Section or the Order Form unless a party designates in writing a different address. Notices are deemed given when received. Notices to Hourspent must be sent to support@hourspent.com.
Publicity
Hourspent may include Customer’s name and logo in Hourspent’s online customer list and print and electronic marketing materials.
Channel Partners
Customers may acquire Subscriptions through Hourspent channel partners. Such channel partners are independent of Hourspent and unilaterally determine their prices and terms. Hourspent is not responsible for their actions, omissions, statements, or offerings.
Consents
Where approval, acceptance, consent, access, cooperation, or similar action by either party is required, such action will not be unreasonably withheld.
Access to Non-Production Versions of the Service
Customers may be provided with access to the beta, trial, proof of concept, or sandbox versions of the Service or features within the Service (collectively, the “Non-Production Versions of the Service”). Customer acknowledges and understands that its use of the Non-Production Versions of the Service is not required and is at Customer’s own risk and that Non-Production Versions of the Service are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time and may be subject to other terms. Non-Production Versions of the Service are not for production use, not supported, and not subject to availability or security obligations. Hourspent will have no liability for any harm or damage arising out of or in connection with Non-Production Versions of the Service. The customer acknowledges that its trial will automatically convert to a Subscription at the end of the trial and that Hourspent may charge Customer for the applicable Subscription fees unless the Customer has notified Hourspent in writing of its decision to opt-out during the trial.
Relationship of the Parties
Hourspent is an independent contractor, not the Customer’s agent, joint venturer, or fiduciary. No right or cause of action for any third party is created by the Agreement or any transaction under it.
Force Majeure
Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.
Severability; No Waiver
If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.
Assignment
Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its Affiliate or its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Modifications
Hourspent may revise this Agreement from time to time by posting the modified version on its website. If in Hourspent’s sole discretion, the modifications proposed are material, Hourspent will provide the Customer with notice (following the Notice Section) at least thirty (30) days before the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, the Customer agrees to be bound by the revised version of the Agreement.
Government Agencies
If Customer is a Government agency utilizing Hourspent’s Service in an official capacity, Customer’s use of the Service shall be subject to this Subscriber Agreement and the Amendment to Hourspent Subscriber Agreement Applicable to U.S. Government Customers.
Dispute Resolution
All disputes arising out of this Agreement shall be finally settled by the Alternative Dispute Resolution (ADR), in Delaware, with English as the official language, by one impartial arbitrator appointed by the mutual agreement of the parties or else following the Rules. The arbitrator will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (a) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, (b) determining the validity or ownership of any copyright or patent owned or asserted by a party or its Affiliates, or (c) debt collection in amounts below $100,000 (or its equivalent).
Payment is made for a project agreed by the employer and completed successfully by the freelance talent. The talent must not raise an invoice to request a release of funds from the Escrow Wallet before the project is completed. The purpose of funds being held in the Escrow Account is to provide the talent with the security needed to undertake the work. If an invoice is raised before a project or milestone completion, the talent's account may be temporarily or permanently be suspended.
Deposits are made into Escrow for fixed or per-hour contracts. Hourspent provides an Escrow Wallet to simplify the payment process. The use of this facility does not alter the nature of the relationship between Hourspent and its Users or between employers and freelance talents.
All payments between employers and freelance talents must be processed through Hourspent both for work sourced on Hourspent and for any follow on work between the employer and talent, either for the same project or another project. A freelance talent may seek express written permission from Hourspent to allow payment by alternative means for a specific invoice or payment if the talent intends to issue proceedings or pursue legal action against the employer
Payment (or attempt of) outside of Hourspent is a breach of these terms and conditions unless the prior express written consent of Hourspent has been obtained. Such payment (or attempt of) will lead to temporary and/ or permanent suspension of the employer and/ or talent's account. The talent will be liable for any loss of business and legal expenses that Hourspent may incur in recovering it. Hourspent reserve the right to sanction funds held in the talent's account to recover lost fees. Moreover, Hourspent will not mediate any disputes or be liable to either the employer or talent's loss of business as a result of the violation of this clause. Users must report attempts or offers to make a payment outside of Hourspent by their employer or talent to Hourspent immediately.
Employers' deposits are routinely checked by Hourspent for fraud prevention purposes before they are released to the talents. Funds are only made available for withdrawal following a clearance period between three (3) to five (5) working days. In rare cases, it takes up to fourteen (14) days after the invoice has been approved by the employers.
Hourspent partnered with Stripe to process payments initiated by anyone using Hourspent platform, products and services. Stripe is regulated and authorized to provide payment processing services in the countries where they operate. Hourspent may share your personal or transactional information with Stripe when necessary to process payments.
When an employer hires a talent, the funds are transferred from Stripe to Hourspent Bank Account in the USA and it's reflected in the employer and talent Escrow Wallet. HOURSPENT IS NOT A BANK and only holds funds processed through Stripe to settle the provision of services and specific invoices of talents. We strongly recommend that all users do not hold balances on the platform. Funds held by Hourspent on the platform are not insured nor covered by any Financial Services Compensation Scheme or any other government agency. Users will not receive interest or other earnings on the funds in their Escrow Account or Hourspent Account. However, Hourspent ensures that the funds in the Escrow Account or Hourspent Account are available to the user under these Terms and Conditions but do not guarantee that they will be available to the User in circumstances that are unforeseen or beyond our control.
Hourspent release funds to talent via their selected payment preference. They are then subject to timescales imposed by the USA banking clearing system.
For security reasons, Hourspent reserves the right to request additional information from employers and talents, including original documents, and to verify documents with issuing institutions. Therefore, we reserve the right to request the following proofs of identity: A copy of a Government-issued ID (Passport, Driver's License, or National ID Card); A copy of a recent utility bill showing your name and address (less than 3 months old); For credit/debit card users (one of the following): A copy of the front and back of the card used. For Security Compliance we recommend that you blank out the central 8 digits of the card number digits, and the last three digits from the number on the back; A Credit or Debit Card Bank Statement of the card used on your Hourspent Account (less than 3 months old). For Security Compliance you must blank out the central 8 digits of the card number digits; For international Bank transfers, credit to the beneficiary may be delayed by factors such as local bank holidays, delays by an intermediary bank, or other local conditions. Please note that some countries have been designated as “slow-to-pay” countries, and transfers made to those countries may take several days or even weeks to credit the receiving account.
If Hourspent has to return funds to the employer due to the employer (contrary to these Terms and Conditions) filing a dispute or requesting a payment be reversed through its credit card provider, bank, or Paypal then Hourspent will be entitled to recover any such amount from the Talent's Account (and if insufficient monies are in the Freelancer’s Account), credit card or other previously made payment methods if available. If Hourspent is unable to recover the amount returned to the employer from the talent, then the talent agrees to pay Hourspent any outstanding sums within 48 hours of Hourspent making a request.
After the Commencement of a project, the employer may request a cancellation: If there are funds in the Escrow Account and the employer believes they are entitled to a refund, the employer can notify Hourspent of the cancellation by requesting a refund using the “Request Refund” action on the Workstream.
No response: the talent has not responded in the Workstream within one (1) working day of the Commencement of the project.
Non-delivery: The talent did not deliver the scope of work within the delivery timescales indicated for a fixed price, per hour, or custom projects. Non-delivery means the agreed scope of work was not delivered within the agreed timescales for per hour rate, custom projects, no time has been spent.
Poor quality: except for per-hour projects, the deliverables provided by the talent are not of high quality.
Employer and talent may mutually agree to a refund for reasons other than the previous clause however authorization of such refunds will be subject to a review by Hourspent. Refunds are only applicable to funds held in the Escrow Account. Funds should only be paid out of the Escrow Account once the employer is satisfied that the project (or any agreed milestone deliverables) has been completed. By releasing funds from the Escrow Account the employer accepts that this money is non-refundable.Buyers must avoid filing a dispute or reversing a payment through their credit card holder, Bank or PayPal. Attempts to seek a refund in this way will lead to the Buyer's account being automatically suspended.
Hourspent will process refund requests subject to a review of the refund reason and circumstances to ensure that both parties have complied with these terms and conditions and that the purpose of the refund is not to avoid any of the parties' obligations under these terms and conditions. If Hourspent reasonably believes that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations Hourspent shall not be obliged to make the refund.
Users are strictly discouraged from causing cancellations and refunds. Refunds will impact users' good standing as follows:
Where the Freelancer is at fault for the refund (for example, due to no response, poor quality of work or they have canceled the project), it will negatively impact their Freelancer status and rankings. Where the Buyer is found to be the cause for the refund (for example, an early cancellation due to a change in their business need) it will negatively impact their Buyer status. Multiple refunds attributed to a User will lead to temporary and/ or permanent restrictions on their account depending upon the severity.
Hourspent encourages both talents and employers to try and resolve any disagreements between themselves. However should that not be possible Hourspent Customer Services can provide Dispute resolution. A Dispute can be raised:
By the talent manually after a Buyer has rejected an invoice. To raise a dispute, the talent is required to pay a non-refundable fee. Disputes are available to talents that have qualified as trusted members of the Hourspent community. For invoice disputes specifically, the amounts taken into consideration for the dispute are the lower of the escrow balance or invoice amount.
If the amount disputed is $100 or above, Hourspent may reach out to both parties to mediate and try and bring the Dispute to resolution. Hourspent will aim to make a resolution decision on behalf of both parties within seven (7) days. If a mutual resolution has already been agreed upon between both parties on the workstream, then the dispute will either be canceled or resolved in line with the mutual agreement.
In the event of having to make a resolution decision, Hourspent will use only the communication in the Workstream as sole evidence, and consider:
If both parties are acting in good faith and have tried to resolve the issue between themselves before contacting us, including at least a second attempt made between both parties to complete or rectify the project.
If the project was delivered (or the milestone was met if the Dispute is for a milestone payment) following the terms.
For Disputes concerning the quality of the work delivered: Hourspent will consider whether the talent has met general quality standards specified by the employer or based on Hourspent Assessments on quality i) down to perceived taste, or ii) requiring specialist technical or subject matter expertise.
If the employer and talent have complied with these terms and conditions.
In the event of having to make a resolution decision on behalf of the parties, Hourspent will notify both parties within fourteen (14) days of the Dispute. The disputed funds shall be dealt with following the resolution decision and these terms and conditions. Our involvement with the Dispute ends once the resolution to the dispute has been communicated.
Users agree and accept that any payments and/or other actions made by Hourspent following the resolution decision of a Dispute are made in good faith and Users shall have no cause of action against Hourspent (whether in contract, tort, or otherwise) in respect of the resolution decision or any such actions or payments made under it. Users further agree and accept that they have no right to seek to hold Hourspent liable for an employer or talent's alleged actions or failures.
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