Effective Date: Date of Acceptance upon clicking “I agree” when signing up to our Account
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Funnels Limited (“Funnels”, “we”, “our” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.funnels.exchange, all affiliated websites owned and operated by us or our Affiliates (collectively, the “Site”), all processes, procedures, guidelines, services, applications and tools that are accessible through the Site and all Funnels mobile applications that link to or reference this Agreement (“Site Services”). To the extent permitted by applicable law, Funnels may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. This Agreement includes and hereby incorporates by reference the agreements and polices linked from https://www.funnels.exhcnage or elsewhere on the Site, as such agreements and policies may be modified by Funnels from time to time in our sole discretion (collectively, the “Terms of Service”). In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control.
YOU UNDERSTAND THAT THE SITE IS VENUE WHERE THE MEMBERS USE THE MARKETPLACE AND OUR PLATFORM FOR ONLINE SERVICES. THE USER BECOME MEMBER WHEN THEY OPEN AN ACCOUNT. AS MEMBERS, YOU MAY USE THE DIRECTORY AND OTHER SERVICES TO ADVERTISE, LOCATE, INTRODUCE THEMSELVES TO EACH OTHER, SCREEN AND SELECT EACH OTHER, NEGOTIATE THE TERMS OF ENGAGEMENT. ONCE THE TERMS OF ENGAGEMENT ARE FINLISED AND EXECUTED BETWEEN THE MEMBERS, THE MEMBERS USE THE SITE TO COLLABORATE, COMMUNICATE ABOUT AND INVOICE AND PAY FOR THE ENGAGEMENT. YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
1. DIGITAL SIGNATURE
By registering for a Funnels account on the Site (an “Account”), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to applicable laws including the Information Technology laws in UK. Your Account registration constitutes an acknowledgement that are able to electronically receive, download and print this Agreement.
2.1 Your Consent and Your Right to Withdraw Consent
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. To facilitate better use of the Site, you give us permission to provide these records to you either electronically or instead of in paper form. However, we reserve the right, in our sole discretion, to communicate with you via postal service, fax and other third-party mail services using the address under which your account is registered. You should retain a copy of all of the records and notices we send to you electronically.
2.2 You Must Keep Your Email Address Current With Us
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
2.3 Hardware and Software You Will Need
To access and retain the records and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version,” we mean a version of the software that is currently being supported by its publisher.
3.1 Account Eligibility
To use certain Site Services, you must register for an Account. Funnels offers the Site Services for your business purposes, and not for personal, household, or consumer use. If you accept and/or bid on any independent contractor work, you must have, and represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). To register for an Account, you must be and represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. In the event you are an individual below 18 years, you should be accompanied by an adult who is 18 years or over and for the purposes of this Agreement, such adult shall be construed as party to this Agreement on your behalf until you attain 18 years of age. By registering for an Account, you agree to: (a) be financially responsible for your use of the Site and the purchase and/or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. Funnels reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in Funnels's sole discretion.
You agree that you are not a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act.
3.2 Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your location. You must not register for more than one Client Account and one Freelancer Account without express written permission from us. Solely for purposes of the foregoing sentence, “You” means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.
3.3 Identity Verification
When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Funnels, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.
3.4 Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account.
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Funnels to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately by contacting Customer Support if you suspect or become aware of any unauthorized use of your Account.
3.5 Feedback and Ratings
Funnels encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Funnels may calculate a composite feedback number based on these individual ratings. Freelancers agree to be rated by Clients along several criteria, as determined by Funnels. Funnels provides its feedback and rating system as a means through which Users can express their opinions publicly, and Funnels does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Funnels's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, Funnels is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, Funnels provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and managing disputes related to those Service Contracts. If a Client and Freelancer agree on terms of the Freelancer Services, a Service Contract is formed directly between such Client and Freelancer, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Freelancer). When Client and Freelancer enter a Service Contract, they use the Site to hire, manage, and pay online.
4.1 Escrow accounts
An account will be created for providing Escrow Services to Clients and Freelancers to deliver, hold, or receive payment for a Job, and to make payments to Funnels. You hereby agree to the terms and conditions applicable to such account. The terms and conditions can be accessed through this link – https://www.mangopay.com/terms/Mangopay_Terms-EN.pdf.
You hereby employ, authorize, and instruct the appointed Payment Gateway, Leetchi Corporation (hereinafter referred to as “Leetchi” ) to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Job and other specified purposes (the “Escrow”) in accordance with this Agreement and the applicable Escrow Instructions.
5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
5.1 Service Contracts
Client and Freelancer acknowledge and agree that when Freelancer accepts a Job awarded by Client, Client and Freelancer will be deemed to have entered into a “Service Contract” with each other that is comprised of the following agreements (as applicable): (1) The Fixed Price Contract with Escrow Instructions; (2) the Job terms awarded and accepted on the Site to the extent that the terms do not purport to expand Funnels's obligations or restrict Funnels's rights under this Agreement; and (3) any other contractual provisions accepted by both Client and Freelancer, to the extent that the provisions do not purport to expand Funnels's obligations or restrict Funnels's rights under this Agreement. You acknowledge and agree that the formation of a Service Contract between Client and Freelancer does not, under any circumstance, create an employment relationship between Funnels and the Freelancer or a principal-agent relationship between the Client and Funnels.
5.2 Freelancer Representations and Warranties
For the purposes of the Service Contract, Freelancer hereby represents and warrants that (a) the Work Product will be an original work of Freelancer and any third parties will have executed assignment agreement(s) consistent with the Service Contract prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth in the Service Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Proprietary Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Freelancer will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to the third parties; (f) Freelancer has full right and power to enter into and perform the Service Contract without the consent of any third party or under applicable law; (g) Freelancer has an unqualified right to grant the license to all Background Technology as set forth in the section titled “License to Background Technology”; and (h) Freelancer will comply with all laws and regulations applicable to Freelancer’s obligations under the Service Contract.
6. PAYMENT TERMS
6.1 Service Fee
Freelancer agrees that when a Client pays a Freelancer or funds related to a Job are otherwise released to a Freelancer as required by the applicable Escrow Instructions, Funnels will first deduct and disburse to Funnels service fee for creating, hosting, maintaining, and providing the Site Services and then credit the balance into the seller’s Escrow Account.
6.2 Membership Fees
Funnels reserves the right to introduce a new component in, or convert any present component of, the Site Service into a paid service and introduce a subscription based mechanism. Funnels shall ensure that before implementing the subscription based services, the existing Users shall be notified in advance.
6.3 No Fee for Introduction or Finding Job
Funnels does not introduce Clients to Freelancers and does not help Freelancers find Jobs. Funnels merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Funnels does not charge a fee when a Freelancer finds a suitable Client or finds a Job. However, Client and a Freelancer are obligated to use the Site to pay and receive payment for Freelancer Services if they identified each other through the Site, as detailed in Section 7 titled “Exclusivity and Non-Circumvention,” below.
6.4 Disbursements to Sellers
Under the relevant Escrow Instructions, Funnels automatically disburses funds that are payable to Freelancer under the Service Contract for the Job (less any applicable service fees) in accordance with the Freelancer’s payment instructions provided to Funnels within ninety days after the Freelancer Fees are due and payable from Client. Freelancer agrees that it will not receive interest or other earnings on the funds held by Leetchi prior to disbursement to Freelancer.
Notwithstanding any other provision of this Agreement or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, we may instruct Leetchi to hold the disbursement of the Freelancer Fees. Additionally, we may also instruct Leetchi to hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer’s passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Freelancer’s obligations under a Service Contract, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law.
If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Funnels may suspend or terminate Client’s Account, the processing of any additional payments, and any Freelancer Services in progress. Without limiting other available remedies, Client must pay Funnels upon demand for amounts owed under this Agreement, 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, Funnels, at our discretion, may set off amounts due against other amounts received from or held by Funnels, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.6 No Return / Partial refund of Funds
Client acknowledges and agrees that Funnels will charge Client’s designated Payment Method for the Freelancer Fees for Fixed-Price Contracts, upon Freelancer’s acceptance of the Freelancer Services. Therefore, and in consideration of the Site Services provided by Funnels and the escrow services provided by Leetchi, Client agrees that once Funnels charges Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law or the Freelancer terminates the Service Contract. Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Funnels shall be entitled to the full amount that has been improperly charged back 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. It is hereby clarified that only in the event the Freelancer terminates the Service Contract before completing the Job, the Client shall be entitled to a refund a pro-rata share of Freelancer Fees which shall include, but not limited to, fees for the portion of the work done and Funnels's service fees.
6.7 Formal Invoices and Taxes
Funnels shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees.
6.8 Payment Methods
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
Client hereby authorizes Funnels to run necessary authorizations on the Payment Method provided by Client, to store such details as Client’s method of payment for Services, and to charge such Payment Method in accordance with the terms of this Agreement.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does 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, warrants, and covenants 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 cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may also charge interest as per Clause 6.6 and/or terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.
7. EXCLUSIVITY AND NON-CIRCUMVENTION
You acknowledge and agree that a substantial portion of the compensation Funnels receives for making the Site available to you is collected as a deduction of the Service Fee described in the foregoing subsection titled “Service Fee.” Funnels only deducts this Service Fee when a Client pays and a Freelancer receives payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Exclusivity Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Funnels Relationship”).
Non-Circumvention. You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
i. Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
ii. Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
iii. Invoice or report on the Site an amount lower than that actually agreed between Client and Freelancer.
You agree to notify Funnels 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 this non-circumvention policy, please submit a confidential report to Funnels by sending an email message to us at Customer Support.
8. SERVICE CONTRACT TERMS BETWEEN CLIENT AND FREELANCER
Unless otherwise agreed to in a writing signed by both Client and Freelancer and except for Service Contracts classified as employment relationships, the terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Services to the Client are as set forth in this Section. Client and Freelancer may not agree to any other terms and conditions that affect the rights or responsibilities of Funnels. Funnels is not a party to any Service Contract between Users, except as a Third-Party Beneficiary as described further below.
Freelancer shall perform the Freelancer Services in a professional and workmanlike manner and shall timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services shall be determined and controlled by Freelancer.
If Freelancer wishes to subcontract with third parties to perform Freelancer Services on behalf of Freelancer, Freelancer represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an “Independent Contractor”). Freelancer and Independent Contractor agree and acknowledge that Independent Contractor’s employees and subcontractors are not employees of Funnels or Client. As between Funnels and Freelancer, Freelancer agrees that Funnels has no responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and that Funnels has no obligation to supervise and control them. Freelancer represents, warrants, and covenants that Independent Contractor acknowledges and agrees that: (a) Independent Contractor is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and has the sole and exclusive right to supervise and control them, and (b) neither Independent Contractor, nor any of its employees, subcontractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from Funnels or Client.
8.3 Termination of a Service Contract
For Fixed-Price Contracts, Client may terminate at any time but may not recover any payments already made, and Freelancer may terminate at any time before Funnels charges Client’s Payment Method for any Freelancer Fees. If Funnels has charged Client’s Payment Method, Freelancer may terminate the Fixed-Price Contract only with Client’s consent.
8.4 Intellectual Property Rights
8.4.1 Background Technology
The Freelancer will disclose in the Job terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Job terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
8.4.2 License to Background Technology
Upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.
8.4.3 Client Materials
Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer shall immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.
8.4.4 Ownership of Work Product and Intellectual Property
Upon Freelancer’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
8.4.5 License to or Waiver of Other Rights
If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights.
Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.
8.5 Worker Classification
Client assumes all liability for determining whether Freelancers are independent contractors or employees; Funnels disclaims any liability for such determination. This Agreement does not create a partnership or agency or employment relationship between Client and Freelancer. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Client. Service Contracts are classified as independent contractor relationships, and hence Client may not require an exclusive relationship between Client and Freelancer. A Freelancer classified as independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.
For Service Contracts classified as employment relationships, Freelancer and Client will participate in the payroll program made available on the Site by a third-party provider and will enter into appropriate employment-related agreements as requested by the third-party provider or Client. For employment services and all applicable legal purposes, the employer of the Freelancer will be the third-party provider and not Funnels under any circumstances. Freelancer hereby waives any right to recover damages from Funnels for any unpaid wages, including but not limited to overtime wages, or other employment benefits accrued from the Client but remains unpaid.
9. RECORDS OF COMPLIANCE
Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Funnels upon request. Nothing in this subsection shall be construed as requiring Funnels to supervise or monitor Freelancer Services or a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
10. THIRD-PARTY BENEFICIARY
Client and Freelancer acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Service Contract. Client and Freelancer therefore appoint Funnels as a third-party beneficiary of their Service Contracts for purposes of enforcing the obligations owed to, and the benefits conferred on, Funnels by the Service Contracts. Client and Freelancer further agree that Funnels has the right to take such actions with respect to the Service Contracts or their Accounts, including, without limitation, suspension, termination, or legal actions, as Funnels, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Service Contract.
Service Contracts shall be governed by Sections 14 (Confidential Information), 20 (Disputes), 22 (General), and 22 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
12. LICENSES AND THIRD-PARTY CONTENT
12.1 Site License and Proprietary Rights
Subject to and conditioned on your compliance with this Agreement and Terms of Service, Funnels grants you a limited license to access and, if you have created an Account, to use the Site for the purpose using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Funnels's prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site or Site Services except as permitted in writing by Funnels. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by us. You shall not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Funnels and our licensors retain all right, title, and interest in and to all Proprietary Rights related in and to the Site and the Site Services. Funnels logos and name are trademarks of Funnels and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Funnels's or any third party’s Proprietary Rights, whether by estoppel, implication, or otherwise.
12.2 User Content License
When you post User Content on the Site or through the Site Services, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Proprietary Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Funnels may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Funnels and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Funnels under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Funnels does not waive any rights to use similar or related ideas known or developed by Funnels or obtained from sources other than you.
12.3 Unauthorized Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers. You will not access the Site for any illegal purpose including, without limitation,: (a) not take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, without the prior express written permission of Funnels and/or the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) transmit spam, chain letters, or other unsolicited communications; (f) collect or harvest any personally identifiable information, including Account names, from the Site; (g) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Funnels or any third party.
12.4 Third-Party Verification and Monitoring
The Site makes available various services provided by third parties to verify a User’s credentials, providing testing services and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Funnels. Funnels neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Funnels's authorized employees acting in their official capacities.
12.5 Links and Applications
The Site may contain links to third-party websites. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites will be governed by the terms and policies of the applicable third-party websites. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.