TERMS OF SERVICE
Updated and effective as of June 16, 2017
Trylancer and its affiliates and subsidiaries, and ours and their directors, officers, and employees, (collectively, “Trylancer,” the “Company,” “we,” “us,” or “our”) operate the website located at trylancer.com and other related websites, subpages, subdomains, mobile applications, content, offerings, information, tools, software, and services (including any software provided to you that allows you to access such websites and mobile applications from a computer or mobile device) with links to these Terms of Service (collectively, the “Site”).
Please read these Terms of Service carefully before accessing, viewing, or using our Site. By accessing, viewing, or using the Site or any part of it, including by signing up or registering for an account or by using or accessing any of the Services (as defined below), you agree to be bound by these Terms of Service and to all other terms, conditions, policies, and notices that appear on the Site, including those additional terms and conditions and policies referenced herein and/or available by hyperlink (collectively, these “Terms of Service” or “Terms”). If you are a Freelancer (as defined below), you are also subject to, and you agree to be bound by, the additional Freelancer Terms, which are available at trylancer.com/freelancer_terms and incorporated herein by reference as part of these Terms of Service. In case of any conflict between these Terms of Service and the additional Freelancer Terms, the Freelancer Terms will govern.
These Terms of Service are a legal contract between the Company and you. If you do not wish to be bound by these Terms of Service or if you do not agree with all of the terms and conditions in these Terms of Service, you may not use the Site or the Services. Acceptance by you of these Terms of Service and agreement to be bound hereby is expressly conditioned upon your assent to all of the terms and conditions in these Terms of Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, Client Users (as defined below), Freelancers, and/ or contributors of content.
Any new features, offerings, information, tools, software, or services that are added to the Site shall also be subject to these Terms of Service. You can review the most current version of these Terms of Service at any time on this page.
We reserve the right to update, change, or replace any part of these Terms of Service by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for updates or changes. Your continued use of or access to the Site following the posting of any updates or changes constitutes acceptance of those updates or changes.
SECTION 1 – DEFINITIONS
Capitalized terms used in these Terms of Service have the meanings assigned to such terms in the text of these Terms of Service or as set forth below:
“Client User” means any user who registers for a Client User account with the Site for the purposes of: communicating with one or more Freelancers, submitting Project descriptions and pricing terms, viewing Samples of work from Freelancers, and/or contracting with any Freelancer by accepting a Freelancer’s bid or offer to provide Freelancer Services, in each case through the Site or the Services.
“Freelancer” means any user who registers for a Freelancer account with the Site for the purposes of: communicating with one or more Client Users, bidding on Project descriptions by submitting Samples of work and other information to Client Users, and/or contracting with and providing Freelancer Services to Client Users, in each case through the Site or the Services.
“Freelancer Services” means all services performed for, or delivered to, any Client User by any Freelancer.
“Project” means any job, project, venture, task, plan, collaboration, event, work, production, or undertaking in respect of which a Client User seeks Freelancer Services via the Site to complete or carry out or move forward or participate in; Client Users have the capability on the Site to upload and submit one or more Project descriptions to seek Freelancer Services.
“Samples” or “Samples of work” means samples of work of any Freelancer provided voluntarily by such Freelancer to the Site to be displayed, posted, or transmitted to Client Users in connection with a Project description before a Services Contract for Freelancer Services has been formed.
“Services” means the proprietary system, Site, mobile applications, products, offerings, features, information, tools, software, and services (except for Freelancer Services) provided by the Company, including, without limitation: (i) access to our online community of Freelancers; (ii) communication tools that allow Client Users to communicate and interact with Freelancers, view Samples from Freelancers, and hire Freelancers to perform Freelancer Services; (iii) project management and document solutions and storage; and (iv) payment services.
“Services Contract” means a legal contract by and between a Freelancer and a Client User (the “parties” to the Services Contract) for the provision of Freelancer Services, entered into upon a Client User’s acceptance of a Freelancer’s bid or offer to provide Freelancer Services, or upon the execution of any subsequent agreement that supersedes an accepted Freelancer bid or offer.
“user” or “you” or “your” means any person who views, accesses, or uses the Site or the Services in any way. A user may be a Client User, a Freelancer, both, or neither.
“Work Product” means any tangible or intangible results or deliverables that a Freelancer agrees to create for, or actually delivers to, a Client User as a result of performing Freelancer Services, including, but not limited to, any intellectual property rights developed in connection therewith, which intellectual property rights may be assigned or licensed to the Client User in connection with delivery of the Work Product, as may be agreed to by the parties under a Services Contract; unless otherwise agreed by a Freelancer and a Client User under a Services Contract, all rights, title and interest in any Work Product, including any and all intellectual property rights therein, (x) are owned by the Freelancer until payment in full for such Work Product has been delivered to the Freelancer, and (y) upon payment in full, are assigned to the Client User.
SECTION 2 – ABOUT THE SERVICES
Trylancer provides a platform for communication and collaboration between Freelancers and Client Users. The Services we offer enable Client Users to post Project descriptions and set prices for their Projects, to view Freelancer profiles, reviews, and Samples of work before making a hiring decision or accepting a Freelancer’s bid or offer, and to hire a Freelancer for Freelancer Services as an independent contractor by accepting a Freelancer’s bid or offer. Freelancers can use the Services to bid on Projects by submitting Samples of work (which may include any relevant notes relating to the Freelancer Services offered) to Client Users. The Services also provide a platform for Client Users and Freelancers to exchange messages, information, files, and documents with each other, including messages, information, files, and documents that are part of any Freelancer Services contracted through the Site. The Services also provide a means for tendering payment for Freelancer Services, and for taking feedback from Client Users.
The Site and the Services are only a marketplace for Freelancers and Client Users. All of the Freelancers who offer, deliver, or may deliver Freelancer Services through the Site are independent service providers and are not affiliated in any respect with the Company (other than through these Terms of Service and the additional Freelancer Terms). We do not hire or employ Freelancers to provide Freelancer Services to you, nor are we responsible or liable for any interactions between Freelancers and Client Users who use the Site and the Services to communicate with each other and/or to enter into Services Contracts for Freelancer Services. Occasionally, for its own account, Trylancer may hire Freelancers as independent contractors in arms’ length transactions for the provision of services to Trylancer, but we do not hire, pay, employ, or retain Freelancers to provide any Freelancer Services to Client Users. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to any conduct of Freelancers or Client Users, including, but not limited to, any disputes, claims, losses, injuries, or damage relating to any Services Contract, Freelancer Services, Work Product, or the payment or failure to pay for any Freelancer Services or Work Product, or tortious interference with any Services Contract, or any Client User’s reliance upon any information provided by a Freelancer.
The Company makes no representations, warranties, or guarantees whatsoever, express or implied, regarding the quality, workmanship, suitability, appropriateness, relevance, value, authorship, or completeness of any Freelancer Services or any Work Product delivered as part of any Freelancer Services. Furthermore, a Freelancer’s ability to use the Site and the Services is not an endorsement or recommendation of that Freelancer by the Company. We do not warrant that the quality of any Services, information, or other material obtained by you will meet your expectations, or that any errors in the Services or any Freelancer Services will be corrected.
The Company makes no representations, warranties, or guarantees whatsoever, express or implied, regarding the quality, workmanship, suitability, appropriateness, relevance, value, authorship, completeness, accuracy, or truthfulness of any Samples of work of any Freelancer provided through the Site, or any credentials, titles, degrees, specialization, education, training, certifications, work history, experience, expertise, or any other biographical or other information provided by any Freelancer and/or displayed on or transmitted through the Site or the Services. Any such Samples of any Freelancer, or any such information about any Freelancer displayed on the Site or transmitted through the Services whether by us or by the Freelancer, is based solely on Samples or information provided to us by such Freelancer, and we do not independently confirm, evaluate, or review any such Samples or information.
Samples of work of any Freelancer provided through the Site are not, and shall not be deemed to be, a representation, warranty, guarantee, model, or example of the quality, type, completeness, accuracy, relevance, workmanship, appropriateness, merchantability, or fitness for intended purpose of any services, including Freelancer Services, or any Work Product offered or provided by any Freelancer through the Site and/or the Services.
THE COMPANY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, OR CONTRACTUAL OBLIGATIONS OF ANY FREELANCER OFFERING OR PROVIDING FREELANCER SERVICES THROUGH THE SITE OR BY WAY OF THE SERVICES, OR OF ANY CLIENT USER, INCLUDING, BUT NOT LIMITED TO, (i) ANY CLAIMS THAT ANY SAMPLE OF WORK OF ANY FREELANCER PROVIDED ON THE SITE IS AN EXPRESS OR IMPLIED WARRANTY, REPRESENTATION, OR GUARANTEE IN RESPECT OF ANY FREELANCER SERVICES OR WORK PRODUCT, (ii) ANY CLAIMS AGAINST THE COMPANY INVOLVING OR RELATING TO ANY CONTRACTUAL, FIDUCIARY, OR OTHER DUTIES UNDER ANY SERVICES CONTRACT OR OTHERWISE, AND (iii) ANY CLAIMS AGAINST THE COMPANY RELATING TO TORTIOUS INTERFERENCE WITH ANY SERVICES CONTRACT OR OTHER AGREEMENT BETWEEN A CLIENT USER AND A FREELANCER TO WHICH THE COMPANY IS NOT A PARTY.
SECTION 3 – SERVICES CONTRACTS
A Services Contract for the provision of Freelancer Services may be formed through the use of the Services between a Client User and a Freelancer only in the manner described in this Section 3. Client Users may post Project descriptions, which include pricing terms for their Projects, through the Services. Freelancers may view such Project descriptions and pricing terms and bid on Projects by submitting Samples of work (along with any relevant notes). Client Users and Freelancers may or may not negotiate and/or amend the details of a Freelancer’s bid and/or the Client User’s offered pricing terms prior to acceptance of the Freelancer’s bid or offer by a Client User. A Client User may accept a Freelancer’s bid or offer using Site functionality in the form of a website button that expressly indicates “acceptance” of a particular bid or offer to provide Freelancer Services. In most cases, a Freelancer’s submission of a Sample in response to a Project description, where the Project description includes the Client User’s pricing terms, constitutes an offer to provide Freelancer Services in respect of such Project at such price set by the Client User, unless the Freelancer expressly states otherwise in connection with the submission of a Sample.
When a Client User “accepts” a Freelancer’s bid or offer to provide Freelancer Services using Site functionality, a Services Contract is generally formed between such Client User and such Freelancer. The scope of the Freelancer Services and any Work Product to be provided and any other terms and conditions including pricing terms under such Services Contract are strictly limited to the scope of the Freelancer Services and the Work Product and other such terms agreed upon in the bid or offer for Freelancer Services, which is constituted by (x) the Project description and pricing terms posted by the Client User, and the Samples and any notes thereto submitted by the Freelancer (unless any such terms are rejected and/or amended by the parties prior to acceptance by the Client User), and (y) any additional, new, or other terms that are included in respect of the Project or the Freelancer Services through communications on the Site or otherwise and agreed to by both parties prior to acceptance by the Client User (including any default terms expressly incorporated from these Terms of Service and not otherwise rejected or superseded by agreement of the parties); provided, however, that if the Client User and the Freelancer subsequently formalize their arrangement via a signed contract, engagement letter, or other written agreement in respect of such Freelancer Services and Work Product, the most recent written agreement would take precedence over a previously accepted Freelancer bid or offer and would generally be deemed to be a Services Contract.
You acknowledge and agree that the Company makes no representations or warranties, express or implied, regarding whether or the extent to which any Services Contract entered into between a Client User and a Freelancer was duly formed, whether or the extent to which any putative terms of either party were duly offered, accepted, and incorporated into a Services Contract, or whether or the extent to which such Services Contract is enforceable by either party thereto, under the laws of any jurisdiction, or whether or the extent to which any subsequent or concurrent writing or agreement supersedes a Services Contract or any portion thereof. The Company is not a party to any Services Contract and cannot offer any advice, legal or otherwise, regarding the existence, due formation, or enforceability of any Services Contract. The Company provides a platform to facilitate Services Contracts by supplying users with communication, collaboration, and payment tools, but the Company plays no legal or other role with respect to any Services Contract, and is not a party to or third-party beneficiary of any Services Contract.
You further acknowledge and agree that the formation of a Services Contract by and between users will not, under any circumstance, create an employment or other agency, joint venture, partnership, or service relationship between the Company and any Freelancer or Client User. The Services Contract does not create a partnership or agency relationship between the parties. The manner and means of performing the Freelancer Services will be determined and controlled solely by the Freelancer, which is engaged by the Client User as an independent contractor, and not as an employee.
You acknowledge and agree that a Services Contract is comprised only of: (A) (i) the terms of the applicable Freelancer bid or offer accepted by the Client User on the Site, or (ii) the terms of any signed contract, engagement letter, or other written agreement that, by its terms, supersedes the applicable Freelancer bid or offer accepted by the Client User on the Site, in either case including the scope of work of Freelancer Services to be provided, pricing terms, and any other terms and conditions expressly set forth therein, but not including any terms contained therein that purport to expand the Company’s obligations or restrict the Company’s rights under these Terms of Service (which terms, if any, shall be void and shall not be binding on the Company); and (B) any terms in these Terms and Conditions relating to any Services Contract that are expressly intended to operate as default terms in any Services Contract (e.g., certain applicable defined terms, and certain provisions related to the ownership of intellectual property rights in Work Product), except to the extent any such terms would be deemed to expand the Company’s obligations or restrict the Company’s rights under these Terms of Service.
Client Users and Freelancers are encouraged to work in good faith to come to a mutual agreement if refunds or cancellation of a Services Contract are necessary. Any disputes between a Client User and a Freelancer in respect of a Services Contract are the sole responsibility of the parties to such Services Contract. The Company is not a party to any Services Contract and does not offer dispute resolution services as part of the Services. If a Client User and a Freelancer cannot come to a mutual agreement in the event of the termination of a Services Contract or the alleged breach of a Services Contract by either party thereto, each party thereto is solely responsible for its contractual obligations thereunder, and for prosecuting any contractual rights it may have thereunder, and for pursuing any available remedies at law or in equity, at its sole cost and in its sole discretion, without any involvement of, advice from, or liability of the Company.
The Company is not responsible or liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to any Services Contract. The parties to the Services Contract waive any claims against the Company for tortious interference or any other causes of action related to the Services Contract.
AS A FREELANCER USING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT ANY SUBMISSION OF SAMPLES TO A CLIENT USER IN RESPECT OF A PROJECT DESCRIPTION WHERE PRICING TERMS HAVE BEEN SET BY A CLIENT USER GENERALLY CONSTITUTES AN OFFER TO PERFORM FREELANCER SERVICES IN RESPECT OF SUCH PROJECT AT THOSE PRICING TERMS, AND PROVIDES THE CLIENT USER WITH THE POWER TO ACCEPT YOUR OFFER AND FORM A SERVICES CONTRACT WITH YOU WITHOUT ANY FURTHER ACTION FROM YOU.
SECTION 4 – PAYMENT OF FEES
The Company charges a 20% fee for the first payment transaction on the platform and a 20% fee for all subsequent payment transactions on the platform between the same Client User and Freelancer pair in the same chatroom (collectively, the “Service Fee”). Other than the Opt-Out Fee described in Section 5 below, the fees to use the Site and the Services consist solely of the Service Fee. Payments made to Freelancers by Client Users via the Company’s billing platform are transferred to the Freelancer’s PayPal account, less any associated Service Fee. The Service Fee includes and covers any credit card or other processing fees, hosting fees, or other fees incidental to transfer of payment.
Freelancers must use the Site and the Services to bill and request payment from Client Users for any Freelancer Services provided by the Freelancer to the Client User. Freelancers may charge for their Freelancer Services on an hourly basis or on a fixed-fee basis, as agreed to by the parties in any Services Contract. If a Services Contract provides for Freelancer Services to be billed on an hourly basis, the Freelancer may charge the Client User through the Site upon the completion of the Freelancer Services or any agreed milestone, or on a monthly basis (or as otherwise agreed by the Freelancer and the Client User) for Freelancer Services completed and delivered up to the time of such request for payment. If a Services Contract provides for Freelancer Services to be billed on fixed-fee basis, the Freelancer may charge the Client User through the Site upon completion of the Freelancer Services or upon completion of any agreed milestone.
If a Client User and a Freelancer identify each other on the Site, the Client User and the Freelancer are obligated to use the Site to bill, charge, request payment, pay, and receive payment for any and all fees relating to Freelancer Services provided by the Freelancer to the Client User, regardless of whether a Services Contract is formed or whether the Client User accepted a bid or offer from the Freelancer on the Site, and including any and all Freelancer Services provided subsequent to an engagement on the Site. Our Non-Circumvention Policy is described in more detail in Section 5 below.
If a Client User is either unwilling or unable to make payment via the Site, the Freelancer agrees to notify the Company. Payment by a Client User to a Freelancer made outside of the Site constitutes a violation of our Non-Circumvention Policy as set forth in Section 5 below.
If you are a Client User, you are responsible for all fees, including taxes, Service Fee, and processing fees, associated with your use of the Services. By using the Services, you agree to pay Freelancers through the Services the amount agreed on in the applicable Services Contract and properly billed or charged, and the associated Service Fee and processing fees.
If you are a Client User, in order to use the Services, you must provide account information for at least one current, valid payment method. By agreeing to these Terms of Service, you are giving the Company permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees. Depending on your Services Contract specifications, the Company may charge you on a one-time or recurring basis. You authorize the Company to charge you the full amount owed to any Freelancer for Freelancer Services, as well as any applicable Service Fee and processing fees.
If a Client User fails to pay amounts due and payable to a Freelancer for Freelancer Services or any other amounts due under these Terms of Service, whether by canceling its credit or debit card, initiating an improper chargeback, or any other means, the Company may suspend or close the Client User’s account and revoke the Client User’s access to the Site, including the Client User’s authority to use the Site to process any additional payments, enter into Services Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, the Client User must pay the Company upon demand for amounts owed under these Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, the Company, at our discretion, may make appropriate reports to credit reporting agencies and law enforcement authorities in cases of non-payment.
In cases of fraud, abuse, or violation of these Terms of Service by any Freelancer, the Company reserves the right to revoke or prevent the payment of any fees due to any Freelancer unless prohibited by applicable law, and to seek reimbursement of any fees from any Freelancer.
SECTION 5 – NON-CIRCUMVENTION POLICY
If you are a Freelancer or a Client User, you acknowledge and agree that a substantial portion of the compensation the Company receives for making the Site available to you is collected through the Service Fee. The Company only receives this Service Fee when a Client User and a Freelancer pay and receive payment through the Site. Therefore, you acknowledge and agree that, with respect to any other user on the Site, for 60 months from the later in time of: (a) the time you identify or are identified by such other user through the Site, or (b) the last time that you used the Site to pay or receive payment from such other user for Freelancer Services (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that other user or arising out of your relationship with that other user (each such relationship between a Freelancer and a Client User, a “Trylancer Relationship”).
You may opt-out of this obligation with respect to each Trylancer Relationship only if the Client User or prospective Client User or the Freelancer pays the Company for each such Trylancer Relationship a fee of $2,500 (the “Opt-Out Fee”).
Except if you pay the Opt-Out Fee, you agree not to circumvent your obligations to make and receive all payments only through the Site. By way of illustration and not in limitation of the foregoing, you must not (and, for the avoidance of doubt, any of the following constitutes a violation of our Non-Circumvention Policy):
You agree to notify the Company immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of the terms of our Non-Circumvention Policy as set forth in this Section 5, please submit a report to the Company by sending an email message to: [email protected]
If you refuse to accept any new version of these Terms of Service or elect not to comply with certain terms and conditions of using the Site and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other user you wish to continue working with on whatever terms you agree after you cease using the Site.
If you breach or violate any of the terms and conditions of our Non-Circumvention Policy set forth in this Section 5, you acknowledge and agree that each of you, and the other user in respect of your applicable Trylancer Relationship, will be jointly and severally liable to the Company for the full amount of the Opt-Out Fee, and such Opt-Out Fee shall be due and payable to the Company by you (and such other user in joint and several liability) in immediately available funds immediately following the date of such breach or violation.
You further agree and acknowledge that payment of the Opt-Out Fee for any breach or violation of this Section 5 is not a penalty, but rather constitutes liquidated damages in a reasonable amount that will compensate the Company for its efforts and resources expended in making the Site available to you and in reliance on these Terms of Service and on the expectation of receiving Service Fees for work contracted for and performed by and between users who identified each other on the Site and through use of the Services, and that without the terms, conditions, and agreements contained in this Section 5, the Company would not be able to offer the Site or the Services or to enter into these Terms of Service.
SECTION 6 – REGISTRATION; RULES FOR CONDUCT
In order to access the Services offered on and through the Site, you must register with the Site for an account and receive a password. Registered users can be Client Users or Freelancers. To register for an account with the Site, you must submit the information requested through the account registration page on the Site.
Once you have created your account and provided a user-name and password, you are responsible for maintaining the confidentiality of your password, and you are responsible for all activities that occur using your password to access the Site and the Services. You agree not to share your password, let others access or use your password or do anything else that might jeopardize the security of your password. You agree to notify the Company if your password on the Site is lost, stolen, if you are aware of any unauthorized use of your password on the Site, or if you know of any other breach of security in relation to the Site. You are solely responsible for any and all uses of your account and all activities that occur under or in connection with it.
All of the information that you provide when registering for an account or otherwise through the Site, including payment methods and related information, must be accurate, complete, and up to date. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes. You agree not to register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group, or entity to these Terms of Service. By registering another person, group, or entity you hereby represent that you are authorized to do so.
SECTION 7 – USE RESTRICTIONS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence.
In addition to other prohibitions as set forth in these Terms of Service, you are prohibited from using the Site or the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses, worms, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, the Site, or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Services, the Site, or any related website, other websites, or the Internet; (l) to use another user’s account without permission or to impersonate another person; (m) to make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; or (n) to copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit the Site, the Services, any Freelancer Services, or any Submitted Content (as defined below) except as permitted by these Terms of Service.
A breach or violation of any of the above terms or any of the terms and conditions in these Terms of Service may, at our sole discretion, result in an immediate termination of your access to the Site and the Services. We reserve the right to refuse Services to, or to terminate access to the Site and the Services to, anyone for any reason at any time.
SECTION 8 – ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
We are not responsible for Content (as defined below) available on the Site that is not accurate, complete, or current. The Content on the Site is provided for general information only and should not be relied upon for any reason without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the Content on the Site is at your own risk.
The Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site, including any changes we make to these Terms of Service.
Occasionally, there may be Content available on our Site or through the Services that contains typographical errors, inaccuracies, or omissions that may relate to the Services or any Freelancer Services, Project descriptions, Samples, Freelancer bids or offers, other users, pricing, promotions, and other offers. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel Projects or bids on Projects if any information on the Site or on any related website is inaccurate at any time without prior notice.
We undertake no obligation to update, amend, or clarify any Content available on the Site or through the Services or on any related website, except as required by law. No specified update or refresh date applied to the Site or the Services or on any related website should be taken to indicate that any information available on the Site or through the Services or on any related website has been modified or updated.
SECTION 9 – MODIFICATIONS TO THE SERVICES AND SERVICE FEES
The amount of the Service Fee that we collect for transactions on the Site, and any other fees that we collect or may collect for the Services are subject to change without prior notice. We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, Service Fee or Opt-Out Fee change or other price change, suspension or discontinuance of the Services.
SECTION 10 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control or input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which such tools are provided by the relevant third-party provider(s).
SECTION 11 – THIRD-PARTY LINKS
Certain Content, products and services available via our Site and the Services may include materials from third-parties.
Third-party links on the Site may direct you to third-party websites, tools, or software that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the applicable third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party services and products should be directed to the applicable third-party.
SECTION 12 – SUBMITTED CONTENT; LICENSE GRANT
All software, technology, designs, materials, information, communications, opinions, records, messages, comments, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, videos, photos, images, reviews, ideas, applications, Site functionality, widgets, buttons, labels, suggestions, proposals, Project descriptions, bids, Samples of work, offers, plans, and other data or copyrightable or non-copyrightable materials or content, including the selection, arrangements, functionality, processes, and user experiences in respect thereof is “Content.” Where the Company provides Content to you through or on the Site or in connection with the Services, including, without limitation, the Site, it is “Company Content.” Content submitted, uploaded, transmitted, posted, or otherwise made available on or through the Site or the Services by any user is “Submitted Content.” Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third-party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws.
You are responsible for any Submitted Content you upload, post, transmit, or otherwise make available on or through the Site or the Services, including its legality, reliability, and appropriateness. You agree that we are only acting as a passive conduit for your online transmission of your Submitted Content.
We may, but have no obligation to, monitor, edit, or remove Submitted Content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms of Service, or for any other reason we deem appropriate in our sole discretion. We are under no obligation to pay compensation for any Submitted Content or to respond to any submissions of Submitted Content.
You may not upload, post, or otherwise make available on the Site or through the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy, or publicity rights or any other harm resulting from any transmission you make of your Submitted Content.
The Company hereby grants to you as a user, Client User, or Freelancer, as the case may be, a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which you have paid all applicable required fees, solely for your personal, non-commercial purposes through the Services, in accordance with these Terms of Service. All other uses are expressly prohibited absent our express written consent.
You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless we give you explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to you.
Except with respect to Work Product delivered to a Client User through the Site under any Services Contract, Freelancers may not grant you a license or assign to you other intellectual property rights to their Submitted Content that you access or acquire through the Services. Regarding Work Product, unless otherwise agreed by a Freelancer and a Client User under a Services Contract, all rights, title and interest in any Work Product, including any and all intellectual property rights therein, (x) are owned by the Freelancer until payment in full for such Work Product has been delivered to the Freelancer, and (y) upon payment in full, are assigned to the Client User.
Notwithstanding the foregoing, We reserve the right to revoke this license to access and use Submitted Content and Company Content granted to you as described above.
SECTION 13 - PERSONAL INFORMATION
SECTION 14 – INTELLECTUAL PROPERTY
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site, the Services, and the Company Content, including applicable copyrights, trademarks, and other proprietary rights. Other product and company names that are mentioned on the Site or through the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Service.
SECTION 15 – USER CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS
For contractual purposes, you (a) consent to receive communications from the Company in an electronic form via the email address you have submitted upon registration; and (b) agree that all Terms of Service, additional Freelancer Terms, policies, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
We may also use your email address, to send you other messages, including information about the Company, the Site, the Services, and special offers. You may opt out of such email by changing your account settings.
SECTION 16 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent, or warrant that your use of our Site or the Services will be uninterrupted, timely, secure, or error-free.
We do not guarantee, represent, or warrant that the results that may be obtained from the use of our Site or the Services will be accurate or reliable.
You agree that from time to time we may remove the Services for indefinite periods of time or cancel the Services at any time, without prior notice to you.
You expressly agree that your use of, or inability to use, the Site or the Services is at your sole risk, and you assume full risk of loss resulting from your use or attempted use of the Site or the Services. The Site and the Services are provided “as is” and “as available” for your use, without any representations, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Trylancer, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, partners, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in warranty, contract, tort (including negligence), strict liability or any other legal theory, arising from your use of the Site or the Services, or for any other claim related in any way to your use of the Site or the Services, including, but not limited to, any Freelancer Services, any Submitted Content, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of the Services or any Content (or product) posted, transmitted, or otherwise made available via the Services, even if the Company has been advised of the possibility of such damage. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 17 – INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Trylancer and our affiliates, subsidiaries, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of any third-party.
SECTION 18 – SEVERABILITY
The provisions of these Terms of Service (and all other agreements, policies, and notices incorporated herein) shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of these Terms of Service, or the application thereof to any person or any circumstance, is determined to be invalid, unlawful, void, or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of these Terms of Service and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect in any way the validity or enforceability of any other remaining provisions, or the application thereof in any jurisdiction, which such remaining provisions shall continue to be in full force and effect.
SECTION 19 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. All provisions of these Terms of Service that, by their nature, should survive termination will survive termination, including, without limitation, our Non-Circumvention Policy, all warranty disclaimers, all indemnity provisions, and all limitations of liability.
These Terms of Service are effective unless and until terminated by either you or us. Subject to our Non-Circumvention Policy, you may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination, and, accordingly, we may deny you access to our Services (or any part thereof).
SECTION 20 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on the Site or in respect to the Services, or incorporated herein by reference (including the additional Freelancer Terms), constitutes the entire agreement and understanding between you and us and governs your use of the Site and the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. The headings used in these Terms of Service are included for convenience only and will not limit or otherwise affect these Terms of Service.
SECTION 21 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws the United States and the state of Illinois, without giving effect to principles of conflicts of law.
SECTION 22 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our Site. It is your responsibility to check our Site periodically for changes. Your continued use of or access to our Site or the Services following the posting of any changes to these Terms of Service constitutes acceptance of any such changes.
SECTION 23 – CONTACT INFORMATION
Questions about these Terms of Service should be sent to us at [email protected].
3712 N Broadway Street
Chicago, IL 60613