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Workbeans Terms of Service

BY ACCESSING THIS WEBSITE, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS (“TERMS OF SERVICE”), YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE, AS WELL AS WORKBEANS’ TERMS OF USE, AND OUR PRIVACY POLICY. THIS WEBSITE IS OFFERED AND AVAILABLE TO USERS OF 18 YEARS OF AGE OR OLDER. IF YOU ARE UNDER 18 YOU MAY NOT USE THIS SITE OR THE WORKBEANS’ SERVICES. BY USING THIS WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT AND MEET THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT MEET THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE.

1) Registration 

a) Upon registration, a user may hire freelance services (such user, a “Customer”) or engage in the provision of his or her services to a Customer (such services, “Freelance Services”, and such user, a “Freelancer”) via the Workbeans platform.

b) Neither the Customer nor the Freelancer will be charged for registration with Workbeans. Registration cannot be made on behalf of another user, without prior consent from and in accordance with and subject to a separate agreement with Workbeans (“Agency Engagements”). Please contact legal@workbeans.com if you have any questions.

c) Upon registration, Freelancers’ account shall undergo a process of 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 Freelancer’s identity and ability to provide Freelance Services. By registering, Freelancer hereby authorizes Workbeans to, directly or through third parties, to make any inquiries necessary to validate identity and confirm ownership of email addresses or financial accounts, subject to applicable law. Upon request, Freelancers agree to provide additional information.

d) Freelancers and Customers are required to select a username and password for an account with Workbeans. Each user is entirely responsible for safeguarding and maintaining the confidentiality of such account username and password. Users hereby authorize Workbeans to assume that any person using the Workbeans website with such user’s username and password, is authorized to act for you. Users must notify Workbeans immediately if they suspect or become aware of any unauthorized use of your account or any unauthorized access to password.

2) Customers 

a) For a minimum Engagement Fee (defined below) of least US$10, paid in accordance with these Terms of Service, a Customer may initiate order for Freelance Services (“Engagement”).

b) Any work product delivered to a Customer is subject to the independent contractor status terms outlined in these Terms of Service. Any exceptions to this rule must be agreed to by and between the Freelancer and the Customer in a separate agreement. Contact legal@workbeans.com with any questions.

3) Freelancers 

a) Freelancers offer their services for hire on an independent contractor basis via the Freelancers Services page. Each Freelancer hereby agrees to keep his or her profile page updated with the understanding that it is being reviewed and relied upon by Customers at all times.

b) Freelancers must utilize best efforts to fulfill each Engagement, and may not cancel Engagements without cause, or notice. Cancellation period for any Engagement is no later than 4 hours from the time of an Engagement Confirmation. If Freelancer cancels after this period, then it will negatively affect their ability taken on new assignments, as determined by Workbeans managements, which retains at all times, the right to remove or cancel a Freelancer’s account any time for any reason, including multiple (2 or more) instances of cancellation during such period. If a Customer cancels after such period, it will forfeit its right to fifty-percent (50%) of the Engagement Fee.

c) Freelancer shall perform his/her obligations hereunder in compliance with the terms of this Agreement, and any and all applicable laws and regulations, and in accordance with Customer’s policies and procedures. Freelancer shall devote such working time and attention to the performance of the services as required to satisfy all duties and responsibilities required of Freelancer.

4) Engagement Fee and Processing  

a) All payment specified via the Workbeans website for an Engagement (“Engagement Fee”) shall be processed by a third-party client designated by Workbeans (“Escrow Agent”).

b) Subject to section 2(a), each Freelancer shall designate his or her own Engagement Fee, which can either be fixed or at an hourly rate, in each case, expressed in US dollars.

c) Engagement Fee becomes immediately due upon submission of an offer by Customer to Freelancer. Workbeans shall automatically charge and/or debit the Engagement Fee from Customer’s credit card, debit card, bank account or any other payment methods specified in Customer’s profile with Workbeans.

d) After delivery of work product by Freelancer to Customer, and confirmation by Customer of such submission, an Engagement, or series of individual Engagements, shall be deemed to have been successfully completed. Upon such successful completion of the Engagement, Workbeans shall initiate credit of Freelancer’s account with Workbeans with the full amount of Engagement Fee less Workbeans Service Fees. For the purposes of these Terms of Service, Workbeans Service Fees are twenty percent (20%) of each Engagement Fee.

e) Users agree not to offer or accept payments using any method other than placing an order through Workbeans.com. Each party is under an obligation to pay and receive payment via Workbeans utilizing its escrow services.

f) Users expressly acknowledge that Workbeans’ revenue is in part dependent upon Engagement Fees via Workbeans. Accordingly, users agree that for a period of twelve (12) months from the date of first expression of interest in Freelance Services by a Customer or date when Freelancer first solicited interest in an Engagement for a Customer, as applicable, all users hereby agree to make Workbeans payment processes the exclusive method for payment and receipt of fees for Freelance Services. Users can at any time port over their payment processes off of Workbeans’ website by paying a port over fee of one thousand dollars ($1,000).

g) In the case of any cancelled Engagements, the Engagement Fee will be credited to Customer’s Workbeans’ account, subject to section 3(b) above.

h) Services offered on the Workbeans’ website shall be in U.S. Dollars only.

5) Engagements 

a) Engagement Process:

i) When a Customer expresses an interest in engaging a Freelancer, the Freelancer is notified via e-mail in addition to an updated status on Freelancer’s Services webpage.

ii) Freelancers are able to bid for the Customer’s offer at any time until an offer is accepted by Customer.

iii) Freelancer can submit completed files or materials that constitute his or her work product, via the Workbeans site to the Customer at the end of each Engagement or series of Engagement, as applicable.

b) Restrictions:

i) There is no restriction on Freelancers’ ability to post, or Customers ability to select, any amount of active Engagements.

ii) Engagements are subject to removal by Workbeans for violations to Terms of Use, or for any other reasons at Workbeans’ discretion, including without limitation (i) illegal, immoral or fraudulent services, (ii) copyright infringement, trademark infringement, and violation of a third party’s terms of service reported to Workbeans, (iii) services deemed pornographic, obscene or inappropriate, and (iv) spam, or violent actions, (v) services that involve regulated industries, including government contracts that are subject to regulatory restrictions, (vi) services that extend beyond 30 days in any one Engagement.

iii) Any Engagement that is removed in accordance with these terms, shall result in suspension of such Customer or Freelancers’ account, as applicable.

c) Miscellaneous:

i) Freelancers may not promote their Engagements or any Workbeans’ content in any manner (e.g., AdWords).

ii) Freelancers and Customers are responsible for scanning all work product submitted by Freelancer for viruses and malware. Workbeans will not be held responsible for any damages whatsoever that may occur for any reason related to the transfer of work product.

iii) Workbeans retains the right to use all published delivered works for Workbeans marketing and promotion purposes.

6) Independent Freelancer Status 

a) Nature of Relationship:

i) Workbeans provides the platform for Freelancers to communicate and share information with Customers. Users understand and agree that the terms of contract, pay rate, work hours, service dates and working conditions will be established by the Freelancer and Customers and not by Workbeans.

ii) Freelancer hereby acknowledges that Workbeans does not, in any way, supervise, direct, or control Freelancers. Workbeans does not set terms of agreement between Customer and Freelancer, including without limitation the fees, rates, work hours, work schedules, or location of work.

iii) Freelancer will remain throughout the term of the Engagement, as an independent contractor. Freelancer agrees that he/she is not and will not become an employee, partner, agent, or principal of Customer while this Engagement is in effect. Freelancer agrees he/she is not entitled to the rights or benefits afforded to Customer’s employees, including disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, or any other employment benefit. Freelancer is responsible for providing, at his/her own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, and licenses for himself/herself and for his/her employees and sub-contractors.

b) Payment of Income Taxes:

i) Freelancer is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Customer for services rendered under any Engagement. Upon request, Freelancer will provide Customer with proof of timely payment. Freelancer agrees to indemnify Customer for any claims, costs, losses, fees, penalties, interest, or damages suffered by Customer resulting from Freelancer’s failure to comply with these Terms of Service.

c) Use of Employees or Sub-Contractors:

i) Freelancer may, at Freelancer’s own expense, use any employees or subcontractors as Freelancer deems necessary to perform the services required of Freelancer. Customer may not control, direct, or supervise Freelancer's employees or subcontractors in the performance of such services.

7) Termination 

a) A user may terminate its account with Workbeans at any time. This can either be done by discontinuing Workbeans’ services or by closing the account by following the instructions contained on Workbeans’ website.

b) Workbeans reserves the right to cancel any user’s account, with or without cause, by terminating such user’s access to its services at any time and for any reason.

8) Dispute Resolution 

a) In the event of a dispute between the parties to these Terms of Service, parties shall opt for a neutral, cost-effective means of resolving the dispute in an expedient manner. Accordingly, any claim (except for injunctive relief/equitable relief, or for relating to intellectual property rights), shall be resolved through binding non-appearance-based arbitration. Party that initiates the claim, agrees to initiate it via an established alternative dispute resolution (“ADR”) provider agreed upon by Workbeans. The ADR provider and the parties must comply with the following rules (1) the arbitration must be conducted, at the option of the party seeking relief, by telephone, online, or solely based on written submissions; (2) arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed upon by the parties; and (3) any judgment on the award rendered by the arbitrator may be entered into any court of competent jurisdiction. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms of Service.

9) Limitation of Liability 

a) Workbeans provides its services as is, and does not make any representation, promises, guarantees about its services, whatsoever. There is no warranty of any kind, and Workbeans expressly disclaims all warranties, whether express or implied, or statutory, regarding Workbeans’ website, or services offered by it on its website. This includes, without limitation, warranty of merchantability, fitness for particular purpose, title, security, accuracy, and non-infringement.

b) Workbeans does not represent or warrant that information it provides via its website is accurate, reliable, or correct; that it will meet a user’s expectations; that it would be available at any time, or for any duration, or free from defects or errors; that it would be free from viruses. Accordingly, a user assumes full risk of loss that may result from a users’ access of Workbeans’ website.

c) Workbeans shall not be liable hereunder for any failure or delay in the performance of Freelancer’s obligations with respect to any Engagement. No waiver of any term or right in these Terms of Service shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision herein shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of herein thereafter. The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

d) User agrees to indemnify and hold harmless Workbeans from and against any and all claims and expenses, including attorneys’ fees, arising out of the use of this website or provisions of services hereunder, including but not limited to user’s violation of these Terms of Service. In the event of a dispute between Freelancer and a Customer, user expressly releases Workbeans from any claims, demands, and damages (actual and consequential), known or unknown, relating to such disputes. You specifically waive California Civil Code Section 1542, if applicable.

10) Confidentiality 

a) Any written, printed, graphic, or electronically or magnetically recorded information furnished by Workbeans for Freelancer’s use are the sole property of Workbeans. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning Workbeans’ or its customers’ operations, website, processes, employees, products, services, prices, operations, and subsidiaries.

b) Freelancer will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with Workbeans’ (or Customer’s, if applicable) approval, and only to the extent necessary to perform the Engagement. This prohibition also applies to Freelancer's employees, agents, and subcontractors. On completion of the Engagement, Freelancer will return any confidential information in his/her possession to Workbeans or Customer, as applicable.

11) Non-Solicitation 

a) For a period of one year following the completion of an Engagement, Freelancer will not do either of the following: (1) call on, solicit, or take away any of Workbeans’ or Customer’s customers or potential customers Freelancer became aware of as a result of fulfilling the Engagement; or (2) solicit or hire away any of Workbeans’ or Customer’s employees.

12) Tax Matters 

a) Because Freelancer is an independent freelancer, Customer will not withhold from any compensation paid to Freelancer any amounts for federal or state income taxes, or social security (FICA) for Freelancer, nor will Customer pay any social security or unemployment tax with respect to Freelancer. Such taxes are the responsibility of Freelancer. Freelancer, on behalf of himself/herself and his/her successor, assigns, and heirs, agree to indemnify and hold Customer, including Customer’s employees, officers, directors, agents, subsidiaries and affiliates, harmless from and against any damage, claim, assessment, interest charge or penalty incurred by or charged to Customer as a result of any claim, cause of action or assessment by any federal or state government or agency for any non-payment or late payment by Freelancer of any tax or contribution based on compensation paid hereunder to Freelancer or because Customer did not withhold any taxes from compensation paid hereunder.

13) No Insurance 

a) Consistent with Freelancer’s status as an independent freelancer, neither Customer nor Workbeans is obligated to provide Freelancer with any company, individual or group insurance policy or any kind of insurance coverage including, but not limited to, workers’ compensation, general or public liability or errors and omissions.

14) Governing Law 

a) Unless applicable law provides otherwise, these Terms of Service is governed by New York Law, without regard to its conflict of law provisions. Users submit to the exclusive jurisdiction and venue of the courts located in City of New York.

15) Compliance with Laws and Intellectual Property 

a) Freelancer shall perform his/her obligations hereunder in compliance with these Terms of Service, and any and all applicable laws and regulations, and in accordance with Customer’s requirements. Freelancer shall devote such working time and attention to the performance of such services as required to satisfy all duties and responsibilities required of Freelancer.

b) Freelancer represents and warrants that he/she has the right, power, and authority to upload its work product to Workbeans website and grant applicable licenses to any content that it uploads to the Workbeans website. Freelancer further represents and warrants that by uploading or providing such work product, Freelancer will not violate third-party rights of any kind, including, without limitation, any intellectual property rights, rights of publicity, and privacy rights. To the extent Freelancer’s work product may be copyrightable, he/she represents, warrants, and covenants that he/she is the owner of all the copyright rights to such work product and that Workbeans may exercise the rights to use such work product granted under the Terms of Service without any liability or obligation for any payment. To the extent permitted by applicable law, Freelancer also grants to Workbeans and our successors and affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such content and work product that Freelancer has uploaded on Workbeans’ website. Workbeans also hereby grants Freelancers non-exclusive license to access your such Freelancer’s uploaded work product through the Workbeans’ website and to use, reproduce, distribute, display, and perform such work product to the extent permitted through the normal functionality of the Workbeans’ website and subject to all applicable confidentiality and other provisions herein, Workbeans’ privacy policy, and applicable law. The licenses to such work product on Workbeans’ website granted hereby will terminate within a commercially reasonable time after Freelancer removes or deletes such content from the website, except that Freelancer grants Workbeans irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all such content to the extent permitted by applicable law.

16) Severability 

a) If any part of these Terms of Service is held unenforceable or invalid (in any jurisdiction), such part shall be construed to reflect the parties’ original intent (in such jurisdiction). Remaining parts shall remain in full force and effect. Any failure on part of Workbeans to enforce any provision of these Terms of Service (or to do so in any specific jurisdiction) shall not be considered a waiver of its right to enforce such provisions (whether in such jurisdiction, or other jurisdictions). This section survives any termination of these Terms of Service.

17) Assignability 

a) Workbeans may assign or delegate these Terms of Service (including Terms of Use and Privacy Policy), in whole or in part, to any person or entity without a user’s consent. A user may not assign these Terms of Service, Terms of Use or Privacy Policy, and any unauthorized assignment hereunder shall be void and invalid.

18) Complete Agreement 

a) These Terms of Service, Privacy Policy, and Terms of Use, constitute complete and exclusive statement of terms between the users and Workbeans, and supersede any prior agreement, oral or written, relating to the subject matter hereunder. These Terms of Service can only be modified by a written amendment executed by Workbeans or updated terms posted online in Workbeans due course of business.

BY REGISTERING WITH WORKBEANS OR BY CLICKING TO ACCEPT THESE TERMS OF SERVICE WHEN PROMPTED ON THE WEBSITE, YOU ARE DEEMED TO HAVE EXECUTED THIS TERMS OF SERVICE AGREEMENT WITH WORKBEANS, AS WELL TERMS OF USE, AND PRIVACY POLICY, ELECTRONICALLY, EFFECTIVE ON THE DATE YOU REGISTER YOUR ACCOUNT OR CLICK TO ACCEPT THE TERMS OF SERVICE, PURSUANT TO THE U.S. ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT (THE E-SIGN ACT) (15 U.S.C. § 7001, ET SEQ.). YOUR REGISTRATION CONSTITUTES AN ACKNOWLEDGEMENT THAT YOU ARE ABLE TO ELECTRONICALLY RECEIVE, DOWNLOAD, AND PRINT THE TERMS OF SERVICE, TERMS OF USE AND PRIVACY POLICY, AND ANY AMENDMENTS.

I HEREBY ACKNOWLEDGE THAT I HAVE READ THESE TERMS OF SERVICE, UNDERSTAND SUCH TERMS, AND AGREE TO BE BOUND BY THEM.