General terms and conditions for Freelancers | WorkGenius, Inc.

It As of July 16, 2016

These general terms and conditions (hereinafter “GTC”) are between each Freelancer (as defined below) and WorkGenius, Inc., a Delaware corporation (hereinafter “WorkGenius”), and governs the Freelancer’s and WorkGenius’s respective rights and obligations with respect to the Freelancer’s use of the Website (as defined below) and fulfillment of Projects (as defined below).

 

1. General

1.1 WorkGenius operates the website WorkGenius.com (hereinafter the “Website”), through which it provides customers (hereinafter the “Customers”) a platform for the fulfillment of certain Project commissions (hereinafter “Projects”).

1.2 WorkGenius is in no way involved in fulfilling the Projects, rather the Projects are fulfilled by individual, qualified Freelancers registered with WorkGenius (hereinafter the “Freelancers”). Once a Project is completed, the work product of the Freelancer (hereinafter the “Result”) is made available for download by the Customer from the Website. 

1.3 WorkGenius has no control over the quality, safety or legality of the Result, the ability of Freelancers to complete the Project to the Customer’s satisfaction, or the ability of Customer to pay for the Result. 

1.4 By registering for and using the Website, the Freelancer certifies that (1) he or she is a natural person who is at least 18 years old; (2) he or she has the authority to enter into, and be bound by, these GTC, (3) he or she authorizes the electronic transfer of funds to his or her bank account in accordance with Section 6 of these GTC; and (4) he or she agrees to be bound by these GTC, including the terms and condition of the payment methods described in Section 6 and all applicable policies, procedures and guidelines. 

1.5 The Freelancer acknowledges and agrees that the performance of any Project will not, under any circumstance, create an employment, agency or partnership relationship between WorkGenius, the Customer and any Freelancer. The Freelancer will not represent him or herself as an employee, partner or agent of WorkGenius or the Customer.  

1.6 The Freelancer agrees to comply with all applicable laws when performing Projects, including those applicable to independent contractors.

1.7 Notwithstanding any other provision of these GTC, WorkGenius will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Website (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality and other aspects of the Website and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).

 

2. Registration

2.1 In order to view and fulfill Projects on the Website, a Freelancer must have previously registered on the Website using the Freelancer registration form on the Website.  Upon registration, the Freelancer will be asked to provide, at a minimum, [the Freelancer’s name, a valid email address.]  

2.2 When registering or updating its information, the Freelancer shall not impersonate any person or use a name that the Freelancer is not legally authorized to use.

2.3 WorkGenius reserves the right, at its sole discretion, to deny registration to any Freelancer, or to cancel the registration of any Freelancer who is already registered on the Website.

2.4 The Freelancer shall ensure that all information provided in the Freelancer registration form is true, complete and correct and shall be responsible for updating any documentation that is incorrect or out of date. 

2.5 Upon the Freelancer’s registration, a user profile and a user account for the Freelancer are created, and a user name and a personalized password are assigned to the Freelancer. The Freelancer is solely responsible for maintaining the secrecy and security of his or her password. The Freelancer may not disclose his or her password to any third party (other than third parties authorized by the Freelancer to use the Freelancer’s account) and is solely responsible for any use of or action taken under his or her password on the Website. If a Freelancer’s password is compromised, the Freelancer must change his or her password. 

2.6 Freelancers may only register once on the Website.  The Freelancer’s registration and its user account shall not be transferable. A Freelancer shall not permit any other person to fulfill Projects using his or her profile.

2.7 The Freelancer agrees that it is the Freelancer’s responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which the Freelancer is producing a Result (hereinafter “Permits”).  THE FREELANCER ALSO AGREES THAT WORKGENIUS AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

 

3. Submission and Fulfillment of Projects

3.1 Available Projects can be viewed while logged into the Website. 

3.2 The assignment of each Project is at the sole discretion of WorkGenius, and no Freelancer shall be entitled to view or be assigned to all Projects or any specific Project.

3.3 Once the Project has been assigned to a Freelancer, the Freelancer will receive information and guidelines as to the completion of the Project, in each case as submitted by the Customer. The Freelancer undertakes to complete the Project according to the Customer’s guidelines. 

3.4 The Freelancer undertakes to transmit the finished Result to WorkGenius no later than the deadline provided by the Customer. The Freelancer shall transmit the Result by uploading the Result to the Website. 

3.5 If the Freelancer does not complete the Project by the deadline set for the Project by the Customer, WorkGenius reserves the right (without limiting other rights of WorkGenius pursuant to these GTC) to reduce the number or type of Projects to which the Freelancer has access or suspend the Freelancer from the Website. 

3.6 If the Result is not completed on time or to the Customer’s satisfaction, in its sole discretion, the Customer is entitled to reject the result and repost the Project for completion by another Freelancer, and shall have no obligation to pay the net fee associated with the Project to the Freelancer.

3.7 The submission, fulfillment and completion of a Project, the Result or the provision of the Result to the Customer must not violate any law or any rights of a third party. If WorkGenius becomes aware of the foregoing with respect to a Project or a Result, WorkGenius reserves the right to remove such Project or Result, as applicable, from the Website. The Freelancer (or the Customer, as the case may be) will then be given the opportunity to correct the relevant issue within 48 hours. If the Freelancer (or the Customer) fails to do so, the Project or Result, as applicable, may be permanently deleted by WorkGenius.   

3.8 The Freelancer acknowledges that the loss of data stored on the server of WorkGenius cannot be completely excluded. The Freelancer undertakes, therefore, to maintain his or her own copy of all data and information provided to the Website. 

 

4. Confidentiality

4.1 All information the Freelancer receives in connection with the submission, acceptance and fulfillment of a Project (hereinafter the “Confidential Information”) (provided that such Information (a) is not public knowledge at the time the Project is submitted, (b) has not subsequently become public knowledge due to no fault of the Freelancer, (c) is unknown to the Freelancer at the time the Project is submitted or (d) has not been lawfully provided by third parties to the Freelancer), is to be kept strictly confidential by the Freelancer. Such Confidential Information shall include, without limitation, any data or information related to the Customer as well as the applicable guidelines provided by the Customer as to the Project. 

4.2 The Freelancer shall receive, from the Customer, a limited, non-exclusive, revocable (at any time, at the Customer’s sole discretion) right to use the Customer’s Confidential Information, solely for the Freelancer’s fulfillment of the Project. The Freelancer retains no rights to reproduce or use such Confidential Information. 

4.3 Upon the request of WorkGenius or the Customer, all Confidential Information (including copies and records) shall be promptly and completely returned or destroyed. The Freelancer shall not challenge the validity of the Customer’s or WorkGenius’s ownership in the Confidential Information.

 

5. Property Rights in Results

5.1 The Customer for whom the Freelancer fulfills the Project is the Freelancer’s client, and as such, the Freelancer agrees that the Results is deemed a “work made for hire” for the benefit of the Customer, and all ownership rights, including worldwide intellectual property rights, will vest with the Customer immediately upon the Freelancer’s fulfillment of the Project.

5.2 To the extent any such rights do not vest in the Customer under applicable law, the Freelancer hereby unconditionally and irrevocably assigns or exclusively grants (without the right to any compensation) all right, title and interest, including all intellectual property rights, to the Results to the Customer.

5.3 The Freelancer shall assist the Customer in every way, including by signing any documents or instruments reasonably required, to obtain and enforce intellectual property rights to the Results.

5.4 The Freelancer warrants that he or she will not incorporate into the Results any intellectual property developed by him or her, other than in the course of the Freelancer’s fulfillment of the Project.

5.5 The Freelancer shall not challenge the validity of the Customer’s ownership in the Results. The Freelancer waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Results, including any right he or she may have to be named in connection with any publication of the Result, if published (in particular as the author thereof).  

5.6 The Freelancer represents and warrants that he or she has the power and authority to grant all such aforementioned rights to the Customer. 

5.7 The Freelancer further represents and warrants that the Result and the fulfillment of the Project does not violate any rights, including any intellectual property and privacy rights, of any third party. 

5.8 The Freelancer shall indemnify WorkGenius, and hold WorkGenius harmless, from any claim by any third party, and any liabilities of the Freelancer arising therefrom, arising due to, out of, or in connection with any violation of the terms of this Section 5 by the Freelancer.  

 

6. Remuneration, User Account and Taxes

6.1 Each Project description shall include the net fee offered by the Customer to the Freelancer in respect of the completion of the Project. 

6.2 The Freelancer acknowledges that WorkGenius receives a commission from the Customer, and that the net fee included in the Project description provided by the Customer reflects the total fee, less the commission received by WorkGenius.

6.3 Following acceptance of the Result by the Customer, WorkGenius shall credit the net fee for the Project, on behalf of the Customer, to the user account of the Freelancer.  However, WorkGenius reserves the right to terminate or suspend any user account, or to delay or cancel the availability of any transfer or disbursement of any amounts, in each case for any reason in WorkGenius’s sole discretion, including, without limitation, if WorkGenius believes a Freelancer is in violation of these GTC.  WorkGenius reserves the right to restrict the credit to the Freelancer of the net fee for such time as WorkGenius reasonably deems necessary to protect WorkGenius or others: (a) if WorkGenius is subject to financial risk, (b) if the Freelancer has violated any term of these GTC, (c) if any dispute exists involving the Customer’s user account or involving the Result provided by the Freelancer, or (d) in connection with fraudulent, abusive or unlawful activities as determined by WorkGenius.  

6.4 Other than a credit to a Freelancer’s user account for a Result provided by that Freelancer, amounts held in user accounts may not be transferred to other Customers or Freelancers.  In no event shall amounts credited to a Freelancer’s user account accrue any interest. 

6.5 The Freelancer may request at any time that WorkGenius disburse the balance of the credit on his or her user account to a bank account indicated by the Freelancer by requesting such a disbursement through a written request form available on the Website. WorkGenius reserves the right to restrict the transfer to Freelancers of any amounts held in a Freelancer’s user account for up to four weeks following the Customer’s acceptance of the Result provided by the Freelancer.

6.6 If the Freelancer does not request WorkGenius to disburse the balance of the credit on his or her user account, such amount will be disbursed automatically by WorkGenius within four weeks after WorkGenius first credits the applicable net fee to the Freelancer’s user account, in each case to the bank account provided by the Freelancer upon registration on the Website. 

6.7 Funds will only be disbursed in compliance with applicable laws and regulations.  Any costs (including transaction costs) or fees payable in connection with a wire transfer to a bank account outside the United States shall be borne by the Freelancer. 

6.8 Each Freelancer hereby authorizes WorkGenius and its affiliates, and any third party service providers or agents acting on their behalf, to debit or credit his or her ACH-enabled bank account (as indicated pursuant to paragraph 6.5 or provided pursuant upon registration) and user account, as applicable, (a) to transfer, disburse or process other payment transactions associated with the Projects, and (b) to settle payment for any fees that may be charged under these GTC.  In the event there is an error in the processing of any transaction described above, the Freelancer authorizes WorkGenius to initiate debit or credit entries to the Freelancer’s ACH-enabled bank account or user account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations, and to make any inquiries WorkGenius considers necessary to validate the error, which may include ordering a credit report, performing credit checks, or verifying the information the Freelancer provides against third party databases.  

6.9 If WorkGenius is unable to debit any ACH-enabled bank account selected by the Freelancer for any reason, the Freelancer authorizes WorkGenius to resubmit the debit, plus any applicable fees, to any other ACH-enabled bank account the Freelancer has provided to WorkGenius (or, in the case of any fees that are owed under these GTC, to deduct such amounts from the funds in the Freelancer’s user account).  

6.10 The Freelancer’s authorizations under paragraphs 6.8 and 6.9 will remain in full force and effect until WorkGenius receives written notification from the Freelancer of any termination of such authorization.  Any termination will become effective as soon as WorkGenius has had a reasonable amount of time to act on it, but in any event not later than thirty (30) days after written notice of termination is received by WorkGenius in accordance with paragraph 12.7.

6.11 WorkGenius is entitled to offset and withhold any amounts as required by law. 

6.12 The Freelancer agrees that it is the Freelancer’s responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, social security and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with the fulfillment of a Project, any request for, or provision of, a Result, or the Freelancer’s use of the Website, or otherwise in connection with any action, inaction or omission of the Freelancer or any affiliate of the Freelancer, or any of the Freelancer’s or the Freelancer’s affiliates’ respective employees, agents, contractors or representatives (hereinafter “Taxes”) and to collect, withhold, report, and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes.  THE FREELANCER ALSO AGREES THAT WORKGENIUS AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER TAXES APPLY AND ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.

6.13 The Freelancer will not be entitled to any of the benefits that WorkGenius may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; and the Freelancer is not eligible to recover worker’s compensation benefits in the event of injury.

 

7. Liability

7.1 THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WORKGENIUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE WEBSITE WILL MEET THE FREELANCER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;  (C) THAT THE INFORMATION, CONTENT, OR MATERIALS (AS DEFINED BELOW) INCLUDED ON THE WEBSITE WILL BE AS REPRESENTED BY CUSTOMERS OR FREELANCERS, THAT THE RESULTS ARE LAWFUL, OR THAT CUSTOMERS OR FREELANCERS WILL PERFORM AS PROMISED; OR (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7.2 BECAUSE WORKGENIUS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND FREELANCERS OR OTHER PARTICIPANT DEALINGS, THE FREELANCER HEREBY RELEASES WORKGENIUS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CUSTOMERS, FREELANCERS OR OTHER USERS OF THE WEBSITE.

7.3 The Freelancer shall indemnify and hold harmless WorkGenius and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (hereinafter “Claim”) that arises out of or relates to: (a) any actual or alleged breach of the Freelancer’s representations and warranties, or obligations set forth in these GTC; (b) the fulfillment of a Project and the Result, or the making available of the Result, of any Materials (as defined below), including any actual or alleged infringement of any intellectual property or proprietary rights by any of such Results or Materials (as defined below); and/or (c) the Freelancer’s failure to comply with any applicable laws and regulations in connection with the Freelancer’s use of the Website.

7.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WORKGENIUS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE GTC, THE WEBSITE, THE PROJECT, THE INABILITY TO USE THE WEBSITE OR ANY RESULTS, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE.

7.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKGENIUS’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE GTC OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY  OR OTHERWISE, EXCEED THE AMOUNT OF COMMISSIONS EARNED BY WORKGENIUS IN CONNECTION WITH THE PROJECT FULFILLED BY THE APPLICABLE FREELANCER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

7.6 WorkGenius does not guarantee, and does not assume or accept any liability in connection with, any interruption or failure in the availability or functionality of the Website and the services offered on the Website. 

7.7 WorkGenius is not responsible for the actions of any Customer or Freelancer.  

7.8 WorkGenius (and its affiliates) will only be responsible for the transfers and disbursements of funds deposited by Customers, at the direction of Customers and Freelancers.  WorkGenius will be entitled to rely on the instructions of Customers and Freelancers without any further inquiry or liability whatsoever.  WorkGenius will not be liable if WorkGenius is not able to complete a transaction for any reason, including, but not limited to:

(a) If any system or equipment was not working properly and the Freelancer knew or had been advised about the breakdown before the Freelancer initiated the transaction;

(b) If the transfer would cause the Freelancer to exceed any applicable transfer limit with respect to the Freelancer’s ACH-enabled bank account;

(c) If circumstances beyond the control of WorkGenius (such as, but not limited to, power outages, fire, flood, mechanical or systems failure) prevent the proper execution of the transaction, despite reasonable precautions WorkGenius has taken; 

(d) If the Freelancer’s transaction is intercepted by legal process or other encumbrances restricting transfer, or the Freelancer’s participation in the Website has been terminated or suspended for security purposes;

(e) If WorkGenius is unable to confirm the Freelancer’s identity or has reason to believe that the transfer requested is unauthorized; or

(f) If the Freelancer has not provided WorkGenius with correct, current and complete payment information.

7.9 If the Freelancer believes that any payment transaction initiated by WorkGenius (or an agent of WorkGenius) is erroneous, or if the Freelancer needs more information about any transaction, the Freelancer should contact WorkGenius as soon as possible.

 

8. Termination

8.1 The Freelancer may elect at any time to stop using the Website, provided that at all times prior to discontinuing any Website activities, the Freelancer shall adhere to these GTC. 

8.2 WorkGenius, in its sole discretion, may terminate these GTC, in whole or as to any Freelancer, suspend access to the Website, or remove any Project listings without notice for any reason.

8.3 Upon termination of these GTC by WorkGenius, any existing balance of the credit on the Freelancer’s user account will be paid to the Freelancer.  No interest shall be payable. 

 

9. Setoff and Retention

9.1 The Freelancer may only set off a claim against WorkGenius, on the one hand, against a claim or claims against him or her by WorkGenius, on the other hand, if such claim is undisputed or finally determined pursuant to an unappealable court order. 

 

10. Data Collection and Protection

10.1 The parties recognize and agree that WorkGenius must collect, use, disclose, store and transfer the personal information of the Freelancer to the Customer in connection with the Projects.   

10.2 [WorkGenius’s privacy policy], which can be found on the Website, is included and incorporated in these GTC by reference. 

10.3 WorkGenius’s privacy policy and these GTC describe WorkGenius’s collection, use, disclosure, storing and transfer of information associated with the Website, including how WorkGenius handles personal information. 

10.4 In addition to the disclosures described in WorkGenius’s privacy policy, WorkGenius may disclose to the Customers the Freelancer’s name, address, data on the Freelancer registration forms, Social Security Number and other tax identification information.  The Freelancer hereby consents to WorkGenius’s use and disclosure of such information and other data as described in these GTC and WorkGenius’s privacy policy.

10.5 The Freelancer may use information or other data acquired from the Freelancer’s use of the Website solely to the extent necessary for the Freelancer to use the Website and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct.

10.6 WorkGenius reserves the right to implement mechanisms allowing it and others to track requests for, and the Freelancer’s fulfillment of, the Project.

10.7 WorkGenius reserves the right to rate the Freelancer’s performance, collect feedback regarding the Freelancer’s performance and to post such feedback on the Site.  The Freelancer may not take any actions that may undermine the integrity of any feedback system.  

10.8 The Freelancer grants to WorkGenius a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all information, feedback, content, data or other materials (hereinafter, collectively, “Materials”) posted to the Website, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website. 

10.9 The Freelancer agrees that submission of any Materials is at its own risk, and that neither WorkGenius nor the Customers have any obligations (including without limitation obligations of confidentiality) with respect to the Materials.  The Freelancer represents and warrants that it has all rights, power and authority necessary to submit the Materials.

10.10 The Freelancer represents and warrants that the Materials do not violate any rights, including any intellectual property and privacy rights, of any third party.  To the extent the Materials may be copyrightable, the Freelancer represents, warrants and covenants that it is the owner of all the copyright rights to such Materials and that WorkGenius may exercise rights to the Materials (without the right to any compensation).

 

11. Use of the Website

11.1 The Website may be used only for lawful purposes and in a lawful manner. The Freelancer may not use the Website in any manner that violates any applicable law or governmental regulation.  WorkGenius has the right, but not the obligation, to monitor any activity, content and Materials associated with the Website.  WorkGenius may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.

11.2 The Freelancer shall not copy, reproduce, modify, create derivative works from, distribute, or publicly display any software code that is part of the Website, or any services that are offered on the Website. 

11.3 The Freelancer shall not interfere or attempt to interfere with the proper operation of the Website or any activities conducted on the Website, nor bypass any measures WorkGenius may use to prevent or restrict access to any part of the Website. 

11.4 The Freelancer shall not attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Website, nor collect or harvest any personally identifiable information from the Website.

11.5 The Freelancer shall not access any content on the Website through any technology or means other than those provided or authorized by the Website, nor advertise or promote another website, product, or service or solicit other Freelancers or Customers for other websites, products, or services.

11.6 The Freelancer shall not post or introduce any virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Website or its software that is designed to cause to cease functioning, disrupt, disable or otherwise harm in any manner the operation of the Website or any other software, firmware, hardware, computer system, or network of WorkGenius or any third party.

11.7 The Freelancer shall use the Website at his or her own risk.

 

12. Final Clauses 

12.1 The terms and conditions set forth in this document, together with all applicable policies, procedures and/or guidelines that appear on the Website from time to time (hereinafter, collectively, the “Policies”, which are hereby incorporated by reference into, and made part of, these GTC), constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. WorkGenius will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of these GTC, including when submitted by the Freelancer in any order, invoice, bill, receipt, acceptance, confirmation, correspondence or other document.

12.2 WorkGenius reserves the right to change any of the terms and conditions contained in these GTC at any time, in its sole discretion. Any changes to these GTC, including the Policies, will be effective upon posting of the amended GTC or Policies on the Website and may be made without any other notice of any kind.  The Freelancer is at all times responsible for reading and understanding each version of the GTC and the Policies. THE FREELANCER’S CONTINUED USE OF THE WEBSITE FOLLOWING WORKGENIUS’S POSTING OF ANY CHANGES WILL CONSTITUTE THE FREELANCER’S ACCEPTANCE OF SUCH CHANGES. IF THE FREELANCER DOES NOT AGREE TO ANY CHANGES TO THESE GTC (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), THE FREELANCER SHALL DISCONTINUE USE OF THE WEBSITE.

12.3 The Freelancer may not assign these GTC without WorkGenius’s prior written consent. WorkGenius may assign these GTC at any time, without notice. Subject to the foregoing, these GTC will be binding on each party's successors and permitted assigns.

12.4 The Website is arranged, sponsored, and managed by WorkGenius in the state of New York, United States of America. These GTC and all agreements related to Projects shall be governed exclusively by the law of the state of New York, without giving effect to any principles of conflicts of laws. The Freelancer agrees that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in the city of New York, New York, except that, to the extent the Freelancer has in any manner violated or threatened to violate WorkGenius’s intellectual property rights, WorkGenius may seek injunctive or other appropriate relief in any state or federal court in the state of New York, and the Freelancer consents to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these GTC shall be joined to an arbitration involving any other party subject to these GTC, whether through class arbitration proceedings or otherwise.

12.5 If any provision of these GTC is held illegal, invalid or unenforceable in whole or in part under applicable law, such provision will be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

12.6 WorkGenius will not be considered to have waived any of its rights or remedies, or portion thereof, unless the waiver is in writing and signed by WorkGenius. WorkGenius's failure to enforce the strict performance of any provision of these GTC will not constitute a waiver of WorkGenius's right to subsequently enforce such provision or any other provisions of these GTC.

12.7 All notices relating to these GTC will be sent by e-mail or will be posted on the Website.  WorkGenius will send notices to the Freelancer at the e-mail address maintained in WorkGenius’s records for that Freelancer.  The Freelancer must send notices to WorkGenius at WorkGenius’s current e-mail address published on the Website.  E-mail notices are deemed written notices for all purposes for which written notices may be required.  E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.

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