The first section outlines the conditions you must accept before using the Site or its Services, as well as the different types of accounts that can be created on the Site.
If you create an Account on behalf of a company as an employee or agent, you represent and authorize that you are entitled to enter into binding contracts on behalf of yourself and the company, including the Terms of Service.
The Site and Site Services are provided by Works for business reasons only, not for personal, domestic, or consumer use. To create an Account or use the Site and Site Services, you must (1) have be an employee or agent of and authorized to act for an independent business (whether as a sole proprietor, corporation, limited liability company, or other entity); (2) you must use the Site and Site Services for business purposes only; (3) you must comply with any licensing, registration, or other requirements with the Site and Site Services; and (4) a legal entity or an individual who is 18 years old or older (or has otherwise achieved the age of majority in the jurisdiction in which you conduct business) and can enter into legally binding contracts on your, the company's, or the Agency's behalf.
To join the Site, you must create an Account and fill out a User profile ('Profile'), which you consent to be visible to other Users and, unless you modify your privacy settings, the general public. You undertake to submit true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us, and to keep your information up to date to ensure its correctness, completeness, and truthfulness. You undertake not to give any false or misleading information about your identity, location, business, abilities, or services provided by your business, and to correct any such information that is or becomes untrue or misleading.
There are several different Account types, as mentioned in this section. You can register for multiple Account kinds with the same username and password once you've registered for one. You can add a Client Account as a separate account type in settings without having to register again if you already have a Talent Account (described below). Without Works' written consent, you agree not to have or register for more than one Account. If, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account, Works has the right to revoke the privileges of the Account, as well as access to or use of the Site or Site Services, and those of any and all linked Accounts, without prior warning.
To utilize the Site and Site Services as a Client (a 'Client Account'), you can create an Account or add an Account type. Different rights can be granted to each User ('Team Member') under a Client Account to act on behalf of the Client Account.
To utilize the Site and Site Services as a Talent (a 'Talent Account'), you can create an Account or add an Account type. An 'Agency Account,' whose owner is referred to as a 'Agency,' is another sort of Talent Account you can add. An Agency Account allows varied permissions to be granted to Users who operate in the name of the Agency (each, a 'Agency Member').
You understand and agree that the Agency is exclusively responsible for (1) classifying your Agency Members as employees or independent contractors, and that the Agency bears all obligation in this regard; and (2) paying your Agency Members for work done on behalf of the Agency for Projects in compliance with applicable law. You also understand and agree that (1) the Agency has sole discretion over the visibility of any of its Agency Members' Profiles and pricing/rate information, and (2) Work history under the Agency Account, including work done after the Agency Member has ceased to be an Agency Member, may be displayed on Agency Members' Profiles.
Unless a representative of your business is authorized to create an Account on your behalf, you agree not to allow another person to create an Account on your behalf, for your benefit, or for your use. By giving other Users permissions under your Account, you represent and warrant that (1)The User has your permission to act in your place, (2) you are financially liable for the User's actions conducted under those permissions, including, if applicable, engaging into contractual contracts on behalf of the Account's owner and (3) you are entirely responsible and liable for any activity taken by any User under your Account.
Subject to applicable law, you permit Works to conduct any investigations necessary to identify your identity, location, and confirm your ownership of your email address or financial accounts, either directly or through third parties. You must promptly supply us with complete information about yourself and your business when required.
You will be required to choose a username and password for your Account when you register for one. You are solely responsible for keeping your username and password secure and confidential, and you agree not to disclose your username or password with anyone who is not authorized to use your Account. You give Works permission to assume that anyone who uses the Site with your login details is either you or someone authorized to act on your behalf. If you suspect or become aware of any unauthorized use of your Account or unauthorized access to any Account's password, you agree to notify us as soon as possible. You also agree not to use another User's Account or log in with their username and password if (a) you are not permitted to do so or (b) doing so would violate the Terms of Service.
Section 2 discusses what Works does and does not do in terms of offering the Site and Site Services, as well as some of your responsibilities as a Site user.
The Site is an online marketplace where Clients and Talents may meet, advertise, purchase, and sell Talent Services. Works provides Site Services to Users, including hosting and maintaining the Site, facilitating Projects between Users, and aiding Users in resolving disputes that may occur in connection with such Projects, all subject to the Terms of Service. Users are responsible for invoicing and paying any payments due for any Projects facilitated by the Site and/or Services.
Works just makes the Site and Site Services available so that our platform Users can find and transact with one another directly. Works does not match Talents with Clients, Projects with Talents, or Clients with Talents. Talents may be notified of Clients who may be seeking the services they offer through the Site and Site Services, and Clients may be notified of Talents who may be offering the services they seek through the Site and Site Services; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client, or Talent on their own. Works is not a party to any contract between Talent and Client, and the agreements between Users with reference to any Project are exclusively between the Users.
Users are solely responsible for (1) ensuring that any User Content is accurate and legal, (2) assessing whether or not other Users are suitable for a project (such as any interviews, vetting, background checks, or similar actions), (3) discussing, agreeing to, and carrying out any Project's terms and conditions, (4) performing Talent Services, and (5) making payment for Talent Services. You also accept and acknowledge that you are solely responsible for deciding whether or whether to enter into a Project with another User, as well as for verifying any information about that User, including Composite Information (defined below). Works makes no guarantees about the truth or authenticity of any Talent or Client's listings or other User Content on the Site; it does not validate any comments or information supplied by Users about Talents or Clients; and it does not vet or otherwise conduct background checks on Talents or Clients. Works does not monitor, direct, control, or evaluate Talents or their work in any way, and you understand, agree, and accept that Works is not responsible for any Project, Project terms, or Work Product. Works makes no representations or warranties about the quality, safety, or legality of Talent Services; Users' qualifications, backgrounds, or identities; Talents' ability to deliver Talent Services; Clients' ability to pay for Talent Services; User Content, statements, or posts made by Users; or a Client's or Talent's ability or willingness to actually complete a transaction, and you agree to hold Works harmless.
In addition, you acknowledge, agree, and understand that Talents are solely responsible for the decisions regarding which Projects to accept as well as the time, location, method, and means by which Talent Services are provided; the type of services they provide; and the prices they charge for their services, including how those prices are determined. You also recognize, agree, and comprehend the following: (1) you are not a Works employee and are therefore ineligible for any employment-related rights or benefits (such as unemployment or workers' compensation insurance). (2) For any acts or omissions by you or other Users, Works will have no responsibilities or obligations under or linked to any Projects and/or Talent Services; and (3) Works does not supervise, direct, or control any Talent or Talent Services in any way; does not impose quality standards or a deadline for completion of any Talent Services; and does not control the performance, methods, or process by which Talent performs services; (4) Talent is free to choose when and if to perform Talent Services, including the days and time periods of work, and Works has no control over Talent's pricing, work hours, work schedules, or work location, nor is Works involved in any way in determining the nature and amount of any compensation that may be charged by or paid to Talent for a Project; (5) Talents will be paid at the times and quantities agreed upon with a Client for a specific Project, and Works does not provide or guarantee a regular wage or any minimum, regular payment to Talents in any way. (6) Works does not provide training or any equipment, tools, or supplies to Talents in connection with any Project; and (7) Works does not specify the location where the Talents will execute their work. Talents are free to engage subcontractors or staff to conduct Talent Services, and they can delegate work on fixed-price contracts or hourly contracts with their clients. If a Talent uses subcontractors or employees, Talent agrees and understands that this paragraph also applies to Works' relationship with Talent's subcontractors and employees, if any, and that Talent is solely responsible for them.
If you are an Agency or an Agency Member, without limiting the preceding paragraph, you expressly accept, agree, and understand that: (1) The Agency is entirely responsible for paying its Agency Members for work completed on its behalf, and such payments will not be conducted through the Site; (2) Even if the Agency or an Agency Member defaults, Works is not a party to any agreement between the Agency and its Agency Members and has no responsibilities or obligations under or related to any such arrangement; (3) Works does not employ or represent Agencies or Agency Members, and Works does not monitor, direct, or manage the Agency or Agency Member or the services provided by the Agency or Agency Member in any way; (4) Works does not oversee, direct, or control the Agency or its members in any way; (5) Contract conditions between Agencies or Agency Members, or between Agencies and Clients (including whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or work location are not defined by Works; (6) Works does not provide training, equipment, tools, or supplies to Agencies or Agency Members for any Project; (7) The premises where the Agency or Agency Members would do the work are not provided by Works; and (8) Works makes no representations about any Agency or Agency Member's reliability, capability, or qualifications, or about any Agency's ability or willingness to make payments to or fulfill any other obligations to Agency Members, and Works disclaims any and all liability in this regard.
Nothing in this Agreement is intended to restrict, limit, or discourage any User from engaging in other commercial operations or offering services through any other channels they choose. Users have complete freedom to engage in other commercial activities and services at any time.
Talent understands and accepts that he or she is completely liable for (1) all tax liabilities arising from payments made through the Site, and that Works will not withhold any taxes from Talent's payments; (2) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance that is desired, required, or required by law, and that Talent is not covered by or eligible for any insurance provided by Works; and (3) for evaluating whether Talent is required by law to produce any specific invoices for the Talent Fees and issuing any such invoices; (4) assessing if Talent is obliged by law to submit any value added tax, other taxes, or similar charges applicable to the Talent Fees to the appropriate authorities, and remitting any such taxes or charges to the proper authorities, as appropriate; and (5) if located outside of Singapore, it is responsible for determining whether applicable law requires Works to withhold any portion of the Talent Fees, notifying Works of such a requirement, and indemnifying Works for any obligation to pay any withholding amount to the appropriate authorities (including penalties and interest). Talent agrees to promptly cooperate with Works and provide copies of Talent's tax returns and other documents as may be reasonably requested for purposes of such audit, at its own expense, including but not limited to records demonstrating Talent is engaged in an independent business as represented to Works.
You understand and accept that Users publish and request that Works publish information about them on the Site on their behalf, including feedback, composite feedback, and/or geographical location, identity, or credentials. Such information, on the other hand, is based only on unverified data that Talents or Clients freely supply to Works and does not constitute or be considered as an introduction, endorsement, or recommendation by Works; it is provided solely for the convenience of Users.
You agree that User feedback helps to improve the platform, the efficiency of the Site, and you expressly request that Works display composite or compiled comments on Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that the feedback results for you, including your Job Success Score and other User Content highlighted by Works on the Site or otherwise ('Composite Information'), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left solely by other Users ('User Feedback'). You also understand and agree that Works will make Composite Information available to other Users, including composite or aggregated remarks. Users can publicly share their opinions about other Users via Works' feedback system, and Works does not monitor, influence, contribute to, or censor these comments. You understand and agree that any submitted composite or compiled feedback, as well as any other Composite Information, is only about the business advertised in the Profile and not about any specific person. You undertake not to utilize the Composite Information in violation of applicable laws to make any employment, credit, credit valuation, underwriting, or other similar decision on any other User.
Works does not verify the truth or trustworthiness of any User comments or other User Content, and does not guarantee that User Content is correct. If your User Content is legally actionable or libellous, you are solely liable for it, including its accuracy. You are also solely responsible for any legal action taken by other Users or third parties as a result of or in connection with your User Content. Works is not legally responsible for any feedback or statements expressed or made available on the Site by any Users or third parties, even if the content is libelous or otherwise legally actionable. Works reserves the right (but not the obligation) to remove any posted feedback or information that, in Works' sole discretion, violates the Terms of Service, has a negative impact on our platform, undermines the integrity of the feedback system, or is otherwise incompatible with Works' business interests. You understand and agree that if you do not tell Works of any inaccuracy or inaccurate statement in your feedback results, including the Composite Information, Works will be able to depend on the accuracy of such information.
Section 3 explains the type of relationship you can have with another User, including Service Contracts, which are explored further below.
When a Client and Talent agree to work together on a Project, the Project becomes a direct contractual connection between the Client and the Talent. Client and Talent have entire autonomy over whether or not to enter into a Project with one another, as well as the parameters of any Project. You acknowledge, agree, and accept that Works is not a party to any Project, and that the formation of a Project between Users does not create an employment or other service relationship between Works and any Talent, or a partnership or joint venture between Works and any User.
Clients and Talents may enter into any written agreements (e.g. confidentiality agreements, invention assignment agreements, assignment of rights, etc.) with respect to any Project, provided that such agreements do not conflict with, narrow, or expand Wors' rights and obligations under the Terms of Service.
You agree to follow the dispute resolution process outlined in the ‘Dispute Resolution' page that applies to your Project in the event of a dispute between Clients and Talents. You may pursue your problem independently if the dispute process does not resolve it, but you realize and accept that Works will not and is not bound to provide any dispute help beyond the outlined process.
If a Talent or Client intends to seek an order from an arbitrator or a court directing Works or our Affiliates to take or refrain from taking action, (1) they must provide us at least 15 business days' notice of the hearing; (2) include a provision in any such order requiring payment in full for any payments to which we would otherwise be entitled as a condition of any obligation affecting Works or us; and (3) be compensated for the fair market value of the services to be provided in accordance with the order.
If and to the extent that the Users do not express any other agreement, they agree that this Section 3.3 (Confidentiality) applies to each Project that the Users have committed to.
If a User provides Confidential Information to another, the recipient will take all reasonable steps to protect the confidentiality of the disclosing party's Confidential Information and avoid its disclosure with the same level of care as it uses to protect its own Confidential Information, but in no case less than due care. The party that received Confidential Information will promptly destroy or return the disclosing party's Confidential Information, as well as any copies thereof, in or on its premises, systems, or any other equipment under its control, upon a User's written request.
The Parties to this Agreement intend that Users who have entered into Projector to give or receive Confidential Information from another User to be third-party beneficiaries of this Agreement only in this Section 3.
Any rights, title, and interest in and to all Work Product and all Intellectual Property Rights deriving from the Talent Services are hereby assigned and transferred exclusively to Client by Talent and Works from the place of origin or development.
Nothing in this Agreement establishes or should be considered as establishing a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between Works and a User.
Client is fully responsible for the selection of any Talent for any Project and has complete discretion in doing so. Client is solely responsible for determining whether Talents should be engaged as independent contractors or employees of Client and engaging them accordingly; Works will not be involved in worker classification as between Client and Talent and Users agree that Works has no responsibility for worker classification.
Section 5 explains the fees you agree to pay to Works in exchange for the Site and Site Services, as well as the taxes Works may collect, as outlined below.
Over and above the transaction amount agreed upon between Talent and Client, all payments processed through the Site will be subject to a Service Fee. The cost levied by Works, expressed as a percentage of the fees payable by Client for each transaction processed through the Platform. The Service Fee will be determined according to the current Fee Schedule at the time of payment. Works reserves the right, in its sole and absolute discretion, to change the Fee Schedule at any moment.
Works may be required by law to collect taxes or levies in the jurisdiction of the Talent, including, without limitation, withholding income tax or VAT (while some countries refer to VAT using other terms, such as GST, we'll just refer to VAT, GST, and any local sales taxes collectively as 'VAT') (the 'Taxes'). Any payments needed to be collected or withheld by Works for the payment of any such Taxes will be collected in addition to the fees owing to Works under the Terms of Service.
Works does not match Talents with Clients or help Talents find Projects. Works simply makes the Site and Site Services available to allow Talents to do so on their own, and may from time to time highlight Projects that might be of interest. As a result, Works does not charge a fee when a Talent finds a suitable Client or Project. Additionally, there are no costs or dues associated with submitting public input, composite or collected comments, or Composite Information on Works.
Talent will charge Client on a monthly basis through Works for Hourly Contracts, and Client will pay invoices.
Failure to deny or dispute an Hourly Invoice or request for payment, for both Hourly Contracts and Fixed-Price Contracts, is an authorization and instruction to release payment. Client automatically and irreversibly authorizes and instructs Works to charge Client's Payment Method for the Talent Fees when Client authorizes payment of the Talent Fees for a Fixed-Price Contract on the Site. Client automatically and irreversibly authorizes and instructs Works to charge Client's Payment Method for the Talent Fees when Client approves an Hourly Invoice for an Hourly Contract.
If the Client is in 'default,' which means the Client fails to pay the Talent Fees or any other amounts due under the Terms of Service when they are due, Works will be entitled to the remedies described in this Section 6.4, in addition to any other remedies available under applicable law. For the avoidance of doubt, Client will be considered in default if any of the following occurs: (1) If the client does not pay the Talent Fees when they are due, (2) After a credit or debit card is denied or expires, the Client fails to pay a sum that is due or to bring an account current within a reasonable length of time, but no more than 30 days, (3) Client fails to pay a Works invoice within the agreed-upon time period or, if none, within 30 days, (4) Client files a chargeback with a bank or other financial institution, resulting in a refund of Talent Fees or any other sum owing from Works, or (5) Client takes or fails to take other activities that result in a negative or past-due balance on his or her account.
If Client is in default, Works may close Client's Account and revoke Client's access to the Site and Site Services, including Client's authority to use the Site to process any additional payments, open and agree on any Projects, or obtain any additional Talent Services from other Users through the Site, temporarily or permanently, without notice. However, any monies due on any open Projects at the time a limitation is placed on the Client's Account as a result of the default shall remain the Client's responsibility. Clients must pay Works any amounts owed upon demand, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other collection costs to the extent permitted by applicable law, without limiting other available remedies.
Works may set off amounts due against other amounts received from Client or held by Works for Client, and/or 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, at our discretion and to the extent permitted by applicable law.
Client acknowledges and agrees that Works will charge Client's designated Payment Method for the Talent Fees incurred, and that once Works charges or debits Client's designated Payment Method for the Talent Fees, the charge or debit is non-refundable, unless otherwise required by applicable law. Client also understands and accepts that the Terms of Service provide a dispute resolution method for resolving disagreements. Client shall not initiate a request with its credit card company, bank, or other Payment Method provider to charge back any Talent Fees or other fees paid according to the Terms of Service for any reason, to the extent authorized by relevant law. A chargeback that violates the preceding requirement is a serious violation of the Terms of Service. Client understands that if Client initiates a chargeback in violation of this Agreement, Works may dispute or appeal the chargeback, launch collection action against Client, or take any other action it deems appropriate.
Clients must supply account details for at least one valid Payment Method in order to use certain Site Services.
Client hereby allows Works to process the applicable charges associated with a Talent's invoice, as well as the corresponding Service Fees, using the Payment Method that Client has selected on the Site. Client represents, guarantees, and covenants that by supplying Payment Method information through the Site and authorizing payments with the Payment Method, Client: (1) the Client has the legal authority to submit this information; (2) Client has legal authority to use the Payment Method(s) to make payments; (3) if the Client is an employee or agent of the company or person who owns the Payment Method, the company or person has authorized the Client to use the Payment Method to make payments on Works; and (4) such acts do not contradict the terms and conditions that apply to the Client's usage of the Payment Method(s) or the law. Client represents and declares that there is adequate money or credit available to complete the payment using the specified Payment Method when he or she approves a payment via the Site. If any sums owed are not collectible through Client's Payment Method(s), Client is solely responsible for paying such amounts through other methods.
Because the use of any Payment Method may be restricted by law or by a written agreement with your financial institution, Works is not liable to any User if Works fails to complete a transaction as a result of any such restriction, or if a financial institution refuses to honor any credit or debit to or from an account associated with such Payment Method. Works will work with any such affected Users to resolve such transactions.
Section 7 delves into your agreement to create and maintain all required records, as outlined below.
Users will (1) develop and keep records to document satisfaction of their respective duties under this Agreement, including, without limitation, payment requirements and compliance with tax and employment laws, and (2) provide Works with copies of such records upon request. Nothing in this part requires Works to oversee or monitor a User's compliance with this Agreement, and nothing in this subsection will be construed to do so. Your company records are exclusively your responsibility to create, store, and back up. This Agreement, as well as any registration for or future use of the Site, will not imply that Works is obligated to store, backup, maintain, or allow access to any information or data for any period of time.
Section 8 contains your agreement and understanding that the Site and Site Services may not always be available or work properly, as explained further below.
THE SITE AND THE SITE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE.' WITH REGARD TO THE SITE, THE SITE SERVICES, USER CONTENT, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT, WORKS MAKES NO REPRESENTATIONS OR WARRANTIES. WORKS DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS MAY NOT ALLOW ALL OF THE ABOVE WARRANTY LIMITATIONS, IN WHICH CASE SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT OF ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION, SECTION 12 (TERM AND TERMINATION) STATES THE USER'S SOLE AND EXCLUSIVE REMEDY AGAINST WORKS.
Section 9 explains that you agree that Works will almost never have to pay you damages due to your use of the Site and Site Services, and if it does, it will only have to pay you $2,500, as specified below.
You agree not to hold Works accountable for any damages or losses arising out of or in connection with the Site, Site Services, and/or these Terms of Service, including but not limited to:
ADDITIONALLY, WORKS, ITS PARENTS, SUBSIDIARIES, EMPLOYEES, OFFICERS, AGENTS, ATTORNEYS AFFILIATES, LICENSORS, OR THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES. WORKS, OUR AFFILIATES, LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE MORE THAN THE LESSER OF: (A) $2,500; OR ANY FEES RETAINED BY WORKS IN CONNECTION WITH ANY PROJECT ON WHICH THE USER WAS INVOLVED AS CLIENT OR TALENT IN THE SIX-MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM. THESE LIMITATIONS APPLY TO ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE FROM ANY CAUSE OF ACTION WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
Section 10 explains how you agree not to hold us liable for any disputes you may have with other Users, as explained below.
You hereby release Works, our Affiliates, and each of their respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from any and all 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 at law or in a court of law. This release covers, for example and without limitation, any disagreements over the performance, functionalities, or quality of the Talent Services given to Client by a Talent, as well as claims for refunds based on those disagreements.
This release does not apply to a User's direct allegation that Works has breached its responsibilities under this Agreement.
Section 11 outlines your agreement to reimburse us for any costs or losses we incur as a result of a claim brought against us in connection with your use of the Site or Site Services, or any illegal or harmful activity, as described below.
You agree to indemnify Works, our Affiliates, and their respective directors, officers, employees, representatives, and agents (each a 'Indemnified Party') from and against any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable lawyers' fees and all related expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought against an Indemnified Party by you or a third party or other User: (1) the use of the Site and Site Services by you or your agents, including any payment obligations or defaults incurred as a result of such use; (2) any Project that you, your representatives, and any User have agreed to; (3) any employment-related claims, such as those relating to job termination, employment discrimination, harassment, or retaliation; the categorization of Works as an employer or joint employer of any Talent; and any employment-related claims, such as those relating to job termination, employment discrimination, harassment, or retaliation; the categorization of Works as an employer or joint employer of any Talent; (4) failure by you or your representatives to adhere to the Terms of Service; (5) failure by you or your agents to comply with applicable legislation; (6) you or your agents' negligence, deliberate misconduct, or fraud; and (7) you or your agents are responsible for any defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights (or allegations thereof) caused by you or your agents. Any individual who has apparent permission to access or use your account, as evidenced by the use of your username and password, is considered one of your agents for the purposes of this Section 11.
As explained below, Section 12 outlines your and Works' agreement on when and how long this Agreement will last, when and how either you or Works can end it, and what happens if any of us ends it.
Unless both you and Works specifically agree otherwise in writing, one of us may terminate this Agreement at any time, with or without cause, by giving the other party written notice. You may notify us in writing at firstname.lastname@example.org. Your permission to use the Site and Site Services will be automatically terminated and your Account will be closed if you properly terminate this Agreement. Works is not a party to any User-to-User Service Contract. As a result, User understands and accepts that the termination of this Agreement (or any attempt to terminate this Agreement) has no bearing on any Service Contract or Project between Users. If you try to end this Agreement while one or more Projects are open, you will be charged a termination fee, (1) this Agreement will bind you until all open Projects on the Site have been completed; (2) Works will continue to provide Site Services in order to finish any open Project or related transaction between you and another User; and (3) according to the rules of this Agreement, you shall be liable to pay any monies owed to Works that have not been paid as of the date of termination or the closure of any open Projects, whichever comes first. We may, but are not bound to, restrict your 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: (1) you violate the letter or spirit of any of this Agreement's terms and conditions; (2) we have reason to believe or become aware that you have provided us with inaccurate or misleading information; or (3) we think, in our sole judgement, that your activities may expose you, our Users, Works, or our Affiliates to legal liability; may be adverse to the Site's or User community's best interests; or may include illicit or illegal activity. You may not use the Site under the same or a different Account or re-register under a new Account if your Account is temporarily or permanently cancelled without Works' prior written consent. To the extent permitted by applicable legislation, if you attempt to use the Site under a different Account, we retain the right to reclaim available money in that Account and/or use an available Payment Method to pay for any sums owed by you.
You realize and agree that the Site's value, reputation, and goodwill are dependent on User Account status being transparent to all Users, including yourself and other Users with whom you have signed into Service Contracts. As a result, you agree to the following: WORKS HAS THE RIGHT, BUT NOT THE OBLIGATION, TO NOTIFY OTHER USERS WHO HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, IF WORKS DECIDE TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT. YOU AGREE THAT WORKS WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY NOTICE IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS.
If your Account is closed for any reason, you will no longer have access to any data, messages, files, or other content you store on the Site, unless otherwise required by law. Any account termination may result in the deletion of any content kept in your account, for which Works has no responsibility. Works may keep any or all of your Account information in its sole discretion and as permitted or required by law.
The terms that expressly or by their nature contemplate performance after this Agreement terminates or expires, such as arbitration, audits, indemnification, payment of fees and reimbursement, limitation of liability, and governing law, will survive and continue in full force and effect after this Agreement terminates or expires. Any liabilities incurred prior to termination of this Agreement or that may accrue thereafter in respect of any conduct or omission prior to such termination shall not be released by you or Works if this Agreement is terminated for any reason.
Section 13 discusses a mutual agreement between you and Works of how we will resolve any disputes, including that we will both try to resolve any dispute informally first and that we will both agree to use arbitration instead of going to court or using a jury, as detailed below.
If a disagreement happens between you and Works or one of our Affiliates, our goal is to settle it as fast as possible and at the lowest possible expense. As a result, you, Works, and our Affiliates agree to resolve any claim, dispute, or controversy arising out of or relating to this Agreement, your relationship with Works (including, without limitation, any claimed employment with Works or one of our Affiliates or successors), the termination of your relationship with Works, or the Site or Site Services (each, a 'Claim') align with this Section 13 (sometimes referred to as 'Arbitration Provision').
All claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, any Project, payments or agreements, any payments or monies you claim are due to you from Works or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, and expenses are covered by this Arbitration Provision.
You and Works agree to notify each other of the Claim before serving a demand for arbitration. You agree to notify Works of the Claim by sending an email to email@example.com, and Works will send you a notice to your email address on file (a 'Notice'). The Claim will then be resolved informally by you and Works. Any Notice must include relevant account information, a brief description of the Claim, and contact information so that you or Works, as appropriate, can examine the Claim and attempt to settle it informally. You and Works will have 60 days from the date of receipt of the Notice to resolve the other party's Claim informally, which, if successful, will eliminate the need for further action.
Section 14 of the agreement between you and Works outlines further aspects of the agreement, how it will be understood and enforced, and your agreement not to visit the Site from specific regions, as detailed below.
This Agreement contains the entire agreement and understanding between you and Works with respect to the subject matter hereof and thereof, and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications, written or oral, between you and us with respect to the subject matter hereof and thereof. The section headings are just supplied for convenience and have no legal significance.
Works will not be bound by any modification or alteration to the Terms of Service unless it is in writing and signed by a fully authorized representative of Works, or it is posted on the Site by Works. Our failure to respond to a breach by you or others does not renounce our right to respond to similar or subsequent breaches. We cannot guarantee that we will take action in response to every violation of this User Agreement.
Without Works' prior written agreement in the form of a written document signed by a fully authorized representative of Works, User may not assign the Terms of Service, or any of its rights or responsibilities hereunder. Without the approval of the User, Works may freely assign this Agreement. Any attempted assignment or transfer that is in violation of this provision is invalid. The Terms of Service are binding on and will inure to the benefit of the parties' successors, heirs, and permitted assignee, subject to the preceding restrictions.
If and to the extent that any provision of this Agreement is found to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or portion thereof will be ineffective in the jurisdiction in which it is found to be illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law in order to give the maximum effect to the parties' intent. The illegality, invalidity, or unenforceability of that provision in that jurisdiction has no bearing on the legality, validity, or enforceability of that provision in any other jurisdiction, or on the legality, validity, or enforceability of any other provision in any jurisdiction.
In the event of labor disturbances, accidents, fires, floods, telecommunications or Internet failures, denial of service attacks, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, restrictions imposed by law, or other similar conditions beyond their reasonable control, neither party will be liable hereunder.
The English language version of the Terms of Service will rule in all respects and will take precedence over any translated versions if there are any conflicts.
Section 15 provides definitions for capitalized terms used in the Terms of Service, while additional capitalized terms are defined above, as evidenced by the use of quotation marks and bold type.
'Confidential Information' refers to any material or information submitted to, or developed by, a User for the purpose of evaluating a Project or another User's appropriateness for the Project, regardless of whether the information is tangible, electronic, verbal, graphic, visual, or other. Confidential Information does not apply to material or information that is publicly available or that: (1) third parties are aware of this as a result of no act or omission on the part of the Talent or Client; (2) was legitimately acquired without restriction on disclosure from a third party with the right to disseminate the information after the disclosure hereunder; (3) User already knew about it before getting it from the other party, and it was not received from a third party in violation of that third party's confidentiality responsibilities; or (4) User created it on his own, without using anybody else's Confidential Information.
'Fixed-Price Contract' refers to a Project in which the Client is charged a fixed cost for the completion of all Talent Services hired by Client, as negotiated between the Client and the Talent prior to the start of the Project.
'Talent Fees' includes: (a) the amount reflected in the Hourly Invoice (the number of hours invoiced by Talent multiplied by the hourly rate charged by Talent); (b) the fixed fee agreed between a Client and a Talent; and (c) any bonuses or other payments made by a Client to a Talent for an Hourly Contract.
'Hourly Contract' refers to a project for which the Client is charged based on the Talent's hourly rate.
'Hourly Invoice' refers to a report of hours invoiced by a Talent for Talent Services completed for a Client during a specified time period. As used here, the phrase 'including' means 'including without limitation.' 'Intellectual Property Rights' means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may now or in the future exist, as well as all applications, registrations, renewals, and extensions thereof, as defined by the laws of any state, country, territory, or other jurisdiction.
'Payment Method' refers to a valid credit card issued by a bank acceptable to Works, a bank account linked to your Account, a debit card, or any other mode of payment that Works may accept from time to time in its sole discretion.
The term 'Project' refers to the Talent Services engagement that has been agreed upon by both the Client and the Talent.
'Substantial Change' refers to a change to the Terms of Service that reduces or expands your rights or duties.
'Works App' refers to the online platform that allows time tracking and billing, conversation, and screenshot sharing with other Users and is accessed via Works' downloadable program or other software.
'Work Product' refers to any tangible or intangible results or deliverables that Talent agrees to create for, or actually delivers to, Client as a result of performing the Talent Services, such as configurations, computer programs, or other information, or customized hardware, as well as any intellectual property developed in connection with them.
'Affiliate' refers to any entity that controls, is controlled by, or is under common control with Works, whether directly or indirectly through one or more intermediaries.
'Client' refers to any authorized User who uses the Site to seek and/or get Talent Services from another User.
'Talent Services' means any services provided by Talents.
'Public Site Services' refers to all services, apps, and products that are
'Site' refers to our website at www.works.so, as well as other connected websites, including mobile websites and Works Mobile Applications, that we, our predecessors or successors in interest, or our Affiliates own and operate (defined in the User Agreement).
'Site Services' refers to all services (excluding the Talent Services outlined above), apps, and products that are accessible through the Site, including the Public Site Services and all Works Mobile Applications.
'Works Mobile Applications' refers to all mobile applications released by Works or our Affiliates for access to or use the Site or any Site Services.
'User Content' refers to any comments, notes, data, feedback, content, text, pictures, images, video, audio, or other information that you or any Site Visitor or User post to any area of the Site or give to Works.
'You' refers to any individual who accesses our Site, including a Site Visitor or User, as well as any entity or agency acting on their behalf.
Section 16.1 explains the rights we grant you to use the Site, which are outlined below:
As specified in Section 16.1, Works grants you a limited, non-exclusive, revocable license to access and use the Site and Site Services.
Section 16.2 details how we can terminate your access to the Site, as described below:
By providing notice, Works may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services, and such termination will take effect immediately after Works provides such notice.
Even if we allow you to use the Site, we retain all of our rights, as explained in Section 16.3:
You understand and agree that Works owns and controls the Services, as well as all copyright, patents, trademarks, trade secrets, and other intellectual property rights associated with them. You also acknowledge and agree that the Services' source and object code, as well as its format, directories, queries, algorithms, structure, and organization, are Works' intellectual property and proprietary and confidential information. You do not have any intellectual property rights in or to the Services that are not expressly granted in these Terms, and Works reserves and retains those rights.
Works does not grant you permission to use Works' content, trademarks, or other intellectual property in any advertising, publicity, or other commercial endeavor without Works' prior written consent, which may be denied for any reason. If you are found to be violating or infringing on any of our intellectual property rights, Works retains the right to take legal action and pursue all legal rights available to us.
Section 16.4.1 indicates that you are solely responsible for your use of the Site and any content you put on the Site, and that if Works is sued as a result of such content, you will pay Works' fees and expenses, as outlined below:
You recognize and agree that you are entirely responsible for any User Content you post on the Site or through the Site Services, or that you furnish Works with User Content. You also represent and warrant that you have the right, power, and authority to (a) publish the User Content without infringing on third-party rights, and (b) grant the licenses set out herein.
You understand and agree that the poster of User Content, not Works, is responsible for any User Content, including any harm that such User Content may cause to you, another User, or a third party.
You agree to hold Works, our Affiliates, and their respective directors, officers, employees, representatives, and agents (each a 'Indemnified Party') harmless from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Us.
Section 16.4.2 states that by publishing anything on the Site, you grant others the following restricted rights to that content:
Section 16.4.3 specifies when you can send your ideas to Works and what happens if you do, as outlined below:
Client and its Authorized Users' suggestions, ideas, or other comments or materials (collectively, the 'Ideas') are deemed non-confidential and non-proprietary by Works, whether solicited or unsolicited. We shall not be held responsible for the disclosure, use, or exploitation of such ideas. As a result, you grant Works a worldwide non-exclusive, perpetual, irrevocable, royalty-free, and transferable right and license to incorporate, use, publish, and exploit the Feedback for any commercial or non-commercial purpose, without remuneration or accounting.
Third parties, including other Users, are responsible for material uploaded or linked on the Site, as explained in Section 16.5:
The author(s) or distributor(s), not Works, are responsible for any information or content expressed or made accessible by a third party or another Site Visitor or User. Works neither endorses nor is responsible for any opinion, advice, information, or statement made on the Site by anyone other than authorized Works agents acting in their official capacity.
The Site may include links to other websites. You may be able to access third-party websites using applications on the Site. These third-party websites or applications are owned and operated by third parties and/or their licensors. Our inclusion of a link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk, and you understand and agree that any application or third-party website accessed through the Site is given 'as is' and 'as available,' with no warranties expressed or implied for any reason.
Section 16.6 discusses what to do if you believe the Site's material infringes on your rights, as described below:
Works is dedicated to following all copyright and associated laws, and all Site Visitors and Users are expected to do so as well. As a result, you may not use the Site to store or disseminate any material or content in any way that infringes on third-party intellectual property rights.
Section 17 details how you are permitted to use the Site, as follows:
The Site and Site Services are provided by Works for business reasons only, not for personal, domestic, or consumer use. Users can use Works' Site and Site Services to discover one another, form service relationships, make and receive payments, and receive and perform Talent Services. Furthermore, some Visitor Site Services, such as the Works' Blog, provide and can be utilized to receive general information and articles that we believe may be of interest to Site Visitors and Users. While we make every effort to ensure that the information we publish is both timely and correct, errors may occur. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY INFORMATION POSTED ON THE SITE, INCLUDING INFORMATION POSTED BY US OR OTHERS. ANY CONTENT SHOULD NOT BE CONSTRUED AS TAX ADVICE, LEGAL ADVICE, OR ANYTHING ELSE. ANY CONTENT SHOULD BE VERIFIED ON YOUR OWN FOR ACCURACY.
Section 18 explains the Site's prohibited uss, which are listed below:
You may not use the Site or Site Services for any activities that violate any law, statute, ordinance, or regulation, or for any other illegal or fraudulent purpose or purpose that is harmful to others, or to transmit, store, display, distribute, or otherwise make available content that is illegal, fraudulent, or harmful to others, or to encourage, promote, facilitate, instruct, or induce others to do so, or to encourage, promote, facilitate, instruct, or induce others to do so.
Works may, in its sole discretion, alter this Agreement and the accompanying Terms of Service at any time by posting a revised version on the Site, subject to the conditions set forth herein. Any change that includes a Substantial Change (defined below) shall be provided with fair advance notice by Works by posting the amended Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase in Works' Fees, Works will offer at least 30 days' notice of the change, but may not provide any advance notice if the modification results in a reduction in Fees or any temporary or promotional Fee change. Any changes to the Terms of Service will go into effect on the effective date specified (the 'Effective Date').