TABLE OF CONTENTS
1. ACCOUNT REGISTRATION
2. PURPOSE OF HANDISS
3. SERVICE CONTRACTS
4. HANDISS FEES
5. PAYMENT TERMS
6. PAYMENT DEFAULT AND NO RETURN OF FUNDS
7. PAYMENT METHODS
8. ESCROW SERVICES
10. COMMUNICATION THROUGH THE SITE
11. USER REPRESENTATIONS
12. PROHIBITED ACTIVITIES
13. REPORTING AND CORRECTING VIOLATIONS
14. INTELLECTUAL PROPERTY RIGHTS
15. USER GENERATED CONTRIBUTIONS
16. CONTRIBUTION LICENSE
17. GUIDELINES FOR REVIEWS
19. SITE MANAGEMENT
21. COPYRIGHT INFRINGEMENTS
22. TERM AND TERMINATION
25. MODIFICATIONS AND INTERRUPTIONS
26. GOVERNING LAW AND DISPUTE RESOLUTION
29. LIMITATIONS OF LIABILITY
30. FORCE MAJEURE
32. USER DATA
33. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
36. CONTACT US
1- ACCOUNT REGISTRATION
By registering for an account to use the Site (an “Account”), by using the Site after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain portions of the Site, you must register for an Account. Subject to the Terms of Service, certain portions of the Site are available to Site visitors, including those portions before your Account registration is accepted. We reserve the right to decline a registration to join Handiss or to add an Account of any type (i.e., as a Client or Professional), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
You may be required to register with the Site. To register, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address, phone number and other contact or identifying information, and about the entity you represent, as appropriate.
You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. You are solely responsible for maintaining the confidentiality of Your login credentials (the “Login Credentials”), and to the extent allowed by law, You accept responsibility for all activities on Your Account authenticated through Login Credentials, whether authorized or not.
You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that Handiss is not responsible for third party access to your account that results from theft or misappropriation of your account. You acknowledge and agree that if You allow, whether through action or inaction, a person to gain access to Your Login Credentials, with or without permission, You will be authorizing that person to use the Services (as defined below), and You will be responsible for all transactions that result from such access, even if You did not want the transactions performed, and even if they are unauthorized or fraudulent.
Handiss and its associates reserve the right to refuse or cancel Service, terminate Accounts, or remove, reclaim, or edit Content in Our sole discretion.
You consent to receive informational notifications, emails, calls and text messages from Us at any telephone number or email provided to Us in connection with Your Account. We may place these calls or texts for any purpose consistent with these Terms of Service, including to provide multi-factor authentication or a one-time password, notify You regarding Your Account, help You with Your account, or resolve a dispute.
We reserve the right to close Accounts that have not been logged into for a continuous period of six months (hereinafter the “Inactivity Period”).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
2- PURPOSE OF HANDISS
Handiss is an online platform providing construction, engineering and architecture companies, access to a network of engineering and architectural talents locally and globally (the “Services”). Furthermore, subject to the Terms of Service, Handiss offers a recruitment assistance service where a dedicated account manager helps You find the right candidates for Your projects. Moreover, by accessing the Site, You are either seeking a construction, engineering or architecture services (the “Client”) or offering such services (the “Professional”).
By creating an Account on the Site, the Client can place a request for a Service from a Professional (the “Professional Service”). A Professional can offer Professional Services after being permitted to open an Account on the Site. The Client’s request is always presumed to be for contractual hire (the “Project”). The Professional Service might be awarded through one of two service options available on the Site: The Basic Account Subscription, and the Plus Account Subscription (which can be monthly or annually).
After a request of Professional Service is made, both Client and Professional are subject to a service contract, the terms of which shall be consistent with the Agreement and the Terms of Service (the “Service Contract”).
Handiss merely makes the Site available to enable Clients and Professionals to find and transact directly with each other. Through the Site, Professionals may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Professionals that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Professional on their own. If Users decide to enter into a Service Contract, they do so at their own risk and full responsibility.
You acknowledge, agree, and understand that Handiss is not a party to the relationship or any dealings between Client and Professional. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as conducting interviews, vetting, performing background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Professional Services; and/or (e) paying for Professional Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. Handiss does not make any representations about or guarantee the truth or accuracy of any Professional’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Professionals or Clients; and does not perform background checks on or guarantee the work of Professionals or Clients. You acknowledge, agree, and understand that Handiss does not, in any way, supervise, direct, control, or evaluate Professionals or their work and is not responsible for any Project, Project terms or Work Product. Handiss makes no representations about and does not guarantee, and You agree not to hold Handiss responsible for, the quality, safety, or legality of Professional Services; the qualifications, background, or identities of Users; the ability of Professionals to deliver Professional Services; the ability of Clients to pay for Professional Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Professional to actually complete a transaction. While Handiss may provide certain badges on Professional or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Professional or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Professional Services or Client Project.
3- SERVICE CONTRACTS
If a Client and Professional decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between Client and Professional. Client and Professional have complete discretion both with regard to whether to enter into a Service Contract with each other.
You acknowledge, agree, and understand that Handiss is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Handiss and any User or a partnership or joint venture between Handiss and any User.
The terms of the Service Contract are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Handiss expressly disclaims any and all liability with respect to actions or omissions based on the Service Contract.
4- HANDISS FEES
The following section describes what fees You agree to pay to Handiss in exchange for Handiss providing the Site and the Services to You:
When using a Service that has a fee, User has an opportunity to review and accept the fees to be charged. Fees may change from time to time and will be updated on the Site. Handiss may choose to temporarily change fees for promotional events, or introduce new services; such changes are effective when Handiss posts the temporary promotional event or new service on the Platform.
Professionals will pay Handiss a service fee as set forth in the Fee and Automated Clearing House Authorization Agreement, for using the Services, including the communication, invoicing, reporting, and payment services, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Services) are paid solely by Professional. When a Client pays a Professional for a Project or when funds related to a Project are otherwise released to a Professional as required by the applicable Escrow Instructions, Handiss Escrow will credit the Professional Escrow Account for the full amount paid or released by the Client, and then subtract and disburse to Handiss the Service Fee. Professional hereby irrevocably authorizes and instructs Handiss Escrow to deduct the Service Fee from the Professional Escrow Account and pay Handiss on Professional’s behalf. In the event the Professional chooses to withdraw funds in a currency other than U.S. dollars, there may also be a foreign currency conversion charge imposed by Handiss Escrow or an affiliate and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
Professionals agree that Professionals are responsible for the full amount of applicable Service Fees for each billing cycle in which Clients use the Services or maintain an Account.
Clients may also choose to pay for a premium membership plan to access additional features and Services, as described in the Fee and Automated Clearing House Authorization Agreement.
Handiss reserves the right to cancel a Client’s Account if Client’s Account is not in good standing or has any overdue Service Fees subject to this Agreement.
You authorize to use the credit or debit card You have provided to Us (as updated from time to time), or the bank account associated with Your Account (each a Billing Account), to automatically charge You in U.S. dollars or any other currency for the Service Fees applicable to Your account or Your use of the Services.
If Handiss is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your Account becomes overdue, Handiss will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.
Handiss does not help Professionals secure Projects. Handiss merely makes the Site and Services available to enable Professionals to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Handiss does not charge a fee when a Professional finds a suitable Client or finds a Project. In addition, Handiss does not charge any fee or dues for posting public feedback and composite or compiled feedback.
5- PAYMENT TERMS
Hourly Contracts: Professional will invoice Client for Professional Fees through Handiss, and Client will pay invoices consistent with the Hourly Escrow Instructions. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Handiss or its Affiliate, Handiss Escrow, to charge Client’s Payment Method for the Professional Fees.
Fixed-Price Contracts: Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Client authorizes the payment of the Professional Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Handiss or its Affiliate, Handiss Escrow, to charge Client’s Payment Method for the Professional Fees.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions.
6- PAYMENT DEFAULT AND NO RETURN OF FUNDS
If Client is in “default”, meaning the Client fails to pay the Professional Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Handiss), Handiss will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Professional Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Handiss within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Handiss for Professional Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Professional Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Handiss upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At Our discretion and to the extent permitted by applicable law, Handiss or its Affiliate, Handiss Escrow, may, without notice, charge all or a portion of any amount that is owed on any Account to Handiss or as Professional Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Handiss, or Handiss Escrow; 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.
Handiss does not guarantee that Client is able to pay or will pay Professional Fees and Handiss is not liable for Professional Fees if Client is in default. Professional may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Professional chooses. If Handiss recovers funds from a Client in default pursuant to this Section, Handiss will disburse any portion attributable to Professional Fees to the applicable Professional to the extent not already paid by Client or credited by Handiss.
Client acknowledges and agrees that Handiss or its Affiliate, Handiss Escrow, will charge or debit Client’s designated Payment Method for the Professional Fees incurred as described in the applicable Escrow Instructions and the Fee and Automated Clearing House Authorization Agreement and that once Handiss or its Affiliate, Handiss Escrow, charges or debits the Client’s designated Payment Method for the Professional Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes.
To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Professional Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Hanidss or its Affiliate, Handiss Escrow, may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
7- PAYMENT METHODS
In order to use certain Services, Client must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Handiss; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.
When Client authorizes a payment using a Payment Method via the Site, Client represents and 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 of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Handiss is not liable to any User if Handiss 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. Handiss 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.
8- ESCROW SERVICES
Handiss Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Handiss (“Escrow Services”). Handiss Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
Handiss Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Handiss Escrow acts merely as an Internet escrow agent. Handiss Escrow has fully delivered the Escrow Services to you if Handiss Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Handiss Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Handiss Escrow to release or make a payment of funds from an Escrow Account associated with you, Handiss Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions or as required by applicable law.
Fixed-Price Projects: If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Handiss Escrow will follow the Fixed-Price Escrow Instructions.
Hourly Projects: If Users choose hourly compensation, then the Users agree that they will be bound by, and Handiss Escrow will follow the Hourly Contract Escrow Instructions.
Handiss Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Handiss Escrow will establish and maintain one of three different types of Escrow Accounts:
(a) Client Escrow Account: After entering into a Service Contract, the first time a Client makes a payment for a Project, Handiss Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Handiss.
(b) Professional Escrow Account: After entering into a Service Contract, the first time a Professional uses the Site to receive payment for a Project, Handiss Escrow will establish and maintain a “Professional Escrow Account” for Professional to receive payments for Projects, withdraw payments, make payments to Handiss and issue refunds to Clients.
(c) Fixed-Price Escrow Account: When you enter into a Fixed-Price Contract, Handiss Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
You hereby authorize and instruct Handiss Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Professional may access current information regarding the status of an Escrow Account on the Site.
If you are a Professional and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Handiss Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Professional Escrow Account as applicable. Because Handiss Escrow is Professional’s agent, Professional must, and hereby does, fully discharge and credit Professional’s Client for all payments and releases that Handiss Escrow receives on Professional’s behalf from or on behalf of such Client.
You acknowledge and agree that a substantial portion of the compensation Handiss receives for making the Site available to you is collected through the Service Fee and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Handiss Relationship”). Handiss only receives the Service Fee when a Client and a Professional pay and receive payment through the Site. Therefore, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site (the “Non-Circumvention”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.
By way of illustration and not in limitation of the foregoing, you agree not to:
• Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
• Invoice or report on the Site or request an invoice or payment amount lower than that actually agreed, made, or received between Users.
• Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
You agree to notify Handiss immediately if a person suggests to you making or receiving payments other than through the Site or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a report to Handis.
You acknowledge and agree that a violation of any provision in this Section is a material breach of the Terms of Service. Your Account may be permanently suspended.
10- COMMUNICATION THROUGH THE SITE
You agree that prior to entering into a Service Contract, you (a) will use Handiss as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Handiss; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.
11- USER REPRESENTATIONS
By using the Site, You represent and warrant that: (1) all registration information You submit will be true, accurate, current, and complete; (2) You will maintain the accuracy of such information and promptly update such registration information as necessary; (3) You have the legal capacity and You agree to comply with these Terms of Service; (4) You are not a minor in the jurisdiction in which you reside; (5) You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) You will not use the Site for any illegal or unauthorized purpose; and (7) Your use of the Site will not violate any applicable law or regulation.
If You provide any information that is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate Your Account and refuse any and all current or future use of the Site (or any portion thereof).
12- PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Us.
You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
As a user of the Site, You agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Us.
2. Trick, defraud, or mislead Us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in Our opinion, Us and/or the Site.
5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
6. Make improper use of Our support services or submit false reports of abuse or misconduct.
7. Use the Site in a manner inconsistent with any applicable laws or regulations.
8. Use the Site to advertise or offer to sell goods and services.
9. Engage in unauthorized framing of or linking to the Site.
10. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
11. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
12. Delete the copyright or other proprietary rights notice from any Content.
13. Attempt to impersonate another user or person or use the username of another user.
14. Sell or otherwise transfer your profile.
15. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
16. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
18. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
19. Circumvent or manipulate in any way the fee structure, the billing process, or fees owed to Us.
The above list is representative but not exhaustive and We reserve the right to amend it from time to time.
13- REPORTING AND CORRECTING VIOLATIONS
If You become aware of any violation of these Terms or Use, You must immediately report it to Us. You agree to assist Us with any investigation We undertake and to take any remedial steps We require in order to correct a violation of these Terms of Service.
14- INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is Our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or 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 are provided on the Site “AS IS” for Your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may 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.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Site. Our Content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use the Content solely for Your personal use, and will make no other use of the Content without Our express written permission. You agree that You do not acquire any ownership rights in the Content. We do not grant You any licenses, express or implied, to Our intellectual property except as expressly authorized by these Terms of Service.
Provided that You are eligible to use the Site, You are granted a limited license to access and use the portion of the Site 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 Site, the Content and the Marks.
15- USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.
When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Service.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Service.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Site.
16- CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site, You automatically grant, and You represent and warrant that You have the right to grant, to Us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes Our use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You waive all moral rights in Your Contributions, and You warrant that moral rights have not otherwise been asserted in Your Contributions.
We do not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. We are not liable for any statements or representations in Your Contributions provided by You in any area on the Site. You are solely responsible for Your Contributions to the Site and You expressly agree to exonerate Us from any and all responsibility and to refrain from any legal action against Us regarding Your Contributions.
We have the right, in Our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor Your Contributions.
17- GUIDELINES FOR REVIEWS
We may provide You areas on the Site to leave reviews or ratings. When posting a review, You must comply with the following criteria: (1) You should have firsthand experience with the person/entity being reviewed; (2) Your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) Your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) Your reviews should not contain references to illegal activity; (5) You should not be affiliated with competitors if posting negative reviews; (6) You should not make any conclusions as to the legality of conduct; (7) You may not post any false or misleading statements; and (8) You may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in Our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by Us, and do not necessarily represent Our opinions or the views of any of Our Affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, You hereby grant to Us 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/or distribute all content relating to reviews.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by You to Us are non-confidential and shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You. You hereby waive all moral rights to any such Submissions, and You hereby warrant that any such Submissions are original with You or that You have the right to submit such Submissions. You agree there shall be no recourse against Us for any alleged or actual infringement or misappropriation of any proprietary right in Your Submissions.
19- SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Service; (2) take appropriate legal action against anyone who, in Our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (3) 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 Contributions or any portion thereof; (4) in Our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to Our systems; and (5) otherwise manage the Site in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Site.
Handiss makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Site or Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons 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, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
21- COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If You believe that any material available on or through the Site infringes upon any copyright You own or control, please immediately notify Us by using the contact information provided below (a “Notification”). A copy of Your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law You may be held liable for damages if You make material misrepresentations in a Notification. Thus, if You are not sure that material located on or linked to by the Site infringes Your copyright, You should consider first contacting an attorney.
22- TERM AND TERMINATION
These Terms of Service shall remain in full force and effect while you use the Site. Unless both, You and Us expressly agree otherwise in writing, either party may terminate these Terms of Service at its sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other terms of the Services as well, except as otherwise provided herein. You may provide written notice to firstname.lastname@example.org. If you are involved in an ongoing Project, You must legally terminate the relationship, before terminating these Terms of Service.
In the event where You properly terminate these Terms of Service,
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend Your Account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Without limiting any other provisions of these Terms of Service, the termination of these Terms of Service for any reason will not release You from any obligations incurred prior to termination of these Terms of Service or that thereafter may accrue in respect of any act or omission prior to such termination.
If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.
These Terms of Service may be assigned by Us to an associated entity at any time, or to a third party without Your consent in the event of a sale or other transfer of some or all of Handiss’ assets. In the event of any sale or transfer, You will remain bound by this Agreement.
You may not assign these Terms of Service, or any of Your rights or obligations hereunder, without Our prior written consent in the form of a written instrument signed by a duly authorized representative (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices).
25- MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the Content at any time or for any reason at Our sole discretion without notice. However, We have no obligation to update any information on Our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to You or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to You. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Service will be construed to obligate Us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
26- GOVERNING LAW AND DISPUTE RESOLUTION
If a dispute arises between you and Handiss or Our Affiliates, Our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided below, you, Handiss, and Our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Handiss (including without limitation any claimed employment with Handiss or one of Our Affiliates or successors), the termination of your relationship with Handiss, or the Services (each, a “Claim”) in accordance with this Arbitration Provision.
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Services, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Handiss or Our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Handiss or the termination of that relationship.
Disputes between the parties that may not be subject to predispute 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.
Before serving a demand for arbitration of a Claim, you and Handiss agree to first notify each other of the Claim. You agree to notify Handiss of the Claim at Attn: Handiss Inc, 651 N BROAD ST, SUITE 205 #992, Middletown, DE 19709, United States, or by email to email@example.com, and Handiss agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Handiss then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Handiss, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Handiss will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
THIS ARBITRATION PROVISION APPLIES TO ALL USERS EXCEPT USERS LOCATED OUTSIDE OF THE UNITED STATES AND ITS TERRITORIES.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Handiss, and Our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Handiss ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Professionals that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where Professional is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Handiss will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Professional will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Handiss to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Handiss to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between Handiss and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision 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.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you 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 Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision 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 Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Handiss 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.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the below Class Action Waiver of this Arbitration Provision is deemed to be unenforceable, you and Handiss agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Handiss 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 JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) 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 of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Handiss 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, Handiss may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
You may opt out of the Arbitration Provision contained in this Section by notifying Handiss in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Handiss at Attn: Handiss Inc, 651 N BROAD ST, SUITE 205 #992, Middletown, DE 19709, United States that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to firstname.lastname@example.org. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section, continuing your relationship with Handiss constitutes mutual acceptance of the terms of this Arbitration Provision by you and Handiss. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver above is deemed to be unenforceable, you and Handiss agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, 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.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR 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 YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES 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, (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. WE DO 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 BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY 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.
29- LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS 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, 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 THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
30- FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
You agree to defend, indemnify, and hold Us harmless, including Our subsidiaries, Affiliates, and all of Our respective officers, agents, partners, and employees, 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: (1) Your Contributions; (2) use of the Site; (3) breach of these Terms of Service; (4) any breach of Your representations and warranties set forth in these Terms of Service; (5) Your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom You connected via the Site. 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.
32- USER DATA
We will maintain certain data that You transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to Your use of the Site. Although we perform regular routine backups of data, You are solely responsible for all data that You transmit or that relates to any activity You have undertaken using the Site. You agree that we shall have no liability to You for any loss or corruption of any such data, and You hereby waive any right of action against Us arising from any such loss or corruption of such data.
33- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications We provide to You electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO 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.
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
These Terms of Service and any policies or operating rules posted by Us on the Site or in respect to the Site constitute the entire agreement and understanding between You and Us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of Our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between You and Us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
“Client” means any authorized User utilizing the Site to seek and/or obtain Professional Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Client or Professional; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Escrow Account” means Client Escrow Account, Professional Escrow Account, or Fixed-Price Escrow Account.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly Contract with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Professional, prior to the commencement of a Service Contract, for the completion of all Professional Services contracted by Client for such Service Contract.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Professional.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Professional for Professional Services performed for a Client.
“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 as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Handiss, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Handiss may accept from time to time in our sole discretion.
“Professional” means any authorized User utilizing the Site or Services, including Contract Services, to advertise or provide Professional Services to Clients. A Professional is a customer of Handiss with respect to use of the Site and Site Services.
“Professional Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Professional, multiplied by the hourly rate charged by Professional); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Professional.
“Professional Services” means all services performed for or delivered to Clients by Professionals.
“Project” means an engagement for Professional Services that a Professional provides to a Client under a Service Contract on the Site.
“Service Contract” means the contractual provisions between a Client and a Professional governing the Professional Services to be performed by a Professional for Client for a Project.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Handiss, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Professional agrees to create for, or actually delivers to, Client as a result of performing the Professional Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
36- CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact Us at:
651 N BROAD ST, SUITE 205 #992
Middletown, DE 19709
Phone: +1 (302) 722-6022