Terms and Conditions
Introduction
These Terms and Conditions (the “T&Cs”) and Privacy Policy (the “PP”) shall apply to the registration of users and subsequent use of the CrowdCraft website and mobile application services (the “Service”) offered by The Republic US LLC(“We”, “us” or “CrowdCraft”). These T&Cs constitute an Agreement between you (the “User”) and CrowdCraft when the User registers and makes use of the Service. The User and CrowdCraft shall collectively be referred to as the “Parties” and individually as the “Party”.
The User must read, agree to, and accept all of the terms of use contained in this T&Cs, as well as the terms and conditions in the PP located at https://crowdcraft.io/en/privacy, in order to use our CrowdCraft website located at https://crowdcraft.io(“CrowdCraft Site”), as well as all websites, including mobile websites and applications, including without limitation on Google Play, or Apple Store, etc., whether owned and operated by us, or successors-in-interest, our Affiliates or any third-parties (collectively, the “Locations”); to avail the Services.
These T&Cs and PP, along with any service contracts that may be executed between the User and other users of and through the Locations for the Services (the “Service Contracts”) from time to time, along with any other additional binding documents specified within the Service Contract (hereinafter the “Additional Documents”) collectively constitute the complete and exclusive statement of the agreement (the “Agreement”) of both the Parties with respect to the subject matter of this Agreement, and supersede all prior oral and written commitments, understandings, and communications between the Parties regarding such matter. CrowdCraft may, at its sole discretion, amend the Agreement, from time to time, by displaying the revised version(s) of the same on the Locations, at the sole discretion of CrowdCraft, without being required to give any prior notice to the User. Any continued use of the Services by the User after the revised Agreement have come into effect shall be deemed as the User’s consent to such revised Agreement. In the event of a conflict between these T&Cs and the PP and Additional Documents, these T&Cs shall control unless the PP and/or Additional Documents explicitly states that it controls. For the purposes of clarity, where an Affiliate of CrowdCraft is seeking Services as a Buyer (defined below) from a Seller/Freelancer (defined below), the Affiliate may provide Additional Documents to be executed by such Affiliate and Seller/Freelancer, which shall be included in the Agreement.
1. Definitions
“Account” has the meaning given to the term in Section 2 hereinbelow.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with CrowdCraft.
“Buyers” are users who purchase services on CrowdCraft.
“CrowdCraft Team Software” means the online platform accessed using CrowdCraft’s downloaded team software that enables searching, chatting, negotiating, proceeding to execute Service Contracts, posting, attaching documents, and screenshot sharing with other Users.
“Current Version” means a version of the software that is currently being supported by its publisher, as published by CrowdCraft on the Locations, from time to time.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to CrowdCraft, a bank account linked to the User’s Account, a PayPal account, a Payoneer account, a debit card, a charge card or such other method of payment as CrowdCraft may accept from time to time in our sole discretion.
“Sales Representative” has the meaning given to the term in Section 3.11 hereunder and is a type of Seller of the Sales Representative Services that shall execute or has already executed a Service Contract where the Buyer is an Affiliate of CrowdCraft.
“Sales Representative Services” has the meaning given to the term in Section 3.11 hereunder and is a type of Services that shall be specifically provided by a Sales Representative to the Affiliate Buyer pursuant to an executed Service Contract.
“Sellers” or “Freelancers” are users who offer and perform services through Gigs/Services on CrowdCraft.
“Services” means any and all services agreed upon, between Users, performed by a Seller/Freelancer, for and delivered to a Buyer, through the Locations pursuant to a Service Contract; as is further detailed in the applicable Service Contract as well as Section 3hereof.
“Service Contract” has the meaning given to the term in the Preamble hereinabove.
“Substantial Change” means a change to the terms of the T&Cs that reduces the User’s rights or increases the User’s responsibilities.
“Users” means any authorized User who has created an Account and is or will be utilizing the Locations for consumer and/or commercial purposes; and therefore, shall also mean the Buyers and/or Sellers/Freelancers collectively and individually, as the case may be.
2. Account Registration and Use
All Users shall apply to CrowdCraft for use of the Services by registering for a unique User account on the Locations (“Account”). User Account Registration Requirements and Eligibility shall be as follows:
2.1 The User shall register for an Account by providing all requisite information, in the prescribed form(s) available on the Locations. CrowdCraft shall be entitled at its sole discretion to accept or reject such CrowdCraft Account applications.
2.2 The User shall register for an Account as either a Buyer (if the User is seeking to purchase a Seller/Freelancer’s Services), or Seller/Freelancer (if the User is seeking to offer and sell any Services to Buyers). In the event that the User intends to use the Locations and Services as both Buyer and Seller/Freelancer, then the User shall register for two separate Accounts, for each of these purposes.
2.3 By registering for an Account on the Locations, or by clicking to accept this Agreement when prompted on the Locations, the User has been deemed to have executed this Agreement electronically, effective on the date the User registers their Account or clicks to accept the Agreement. The User’s Account registration constitutes an acknowledgement that they are able to electronically receive, download, and print the Agreement, and any amendments thereafter.
2.4 The User represents, acknowledges, agrees, and affirms the following:
2.5 the User shall use the Locations and the Services solely for commercial and/or consumer use only;
2.5.1 the User shall comply with all applicable laws and regulations with respect to his or her use of the Locations and the Services;
2.5.2 the User is an individual 18 years or older, with the full capacity to enter into legally binding contracts;
2.5.3 the User shall be financially responsible for its use of the Locations and the purchase of Services, where applicable;
2.5.4 the User is not a citizen or resident of a geographic area in which access to or use of the Locations or the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; and the User agrees that if the User’s country of residence or other circumstances change such that the above representations are no longer accurate, that the User shall immediately notify CrowdCraft of the same and cease using the Locations and Services forthwith.
2.6 For the purpose of availing Accounts and Services, the User is required to have
2.6.1 A valid email address; and
2.6.2 A valid government issued ID, that proves the User has reached the age of 18.
2.7 CrowdCraft may discontinue the Services and/or the Account for the User at its sole discretion any time without assigning any reason.
2.8 Proper identification of the User shall be required, at the time of opening the Account subject to verification in accordance with CrowdCraft’s internal policy / procedures, and any applicable laws and regulations in force. All User Accounts, at the time of registration and from time to time thereafter, shall 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 the User’s identity and their capacity to enter into this Agreement with CrowdCraft. The User authorizes CrowdCraft, to directly or through third parties, make any and all inquiries necessary to validate the User’s identity and confirm their ownership of their email address or financial accounts, subject to applicable law. When requested, User must provide CrowdCraft with information about themselves.
2.9 Any User opening or operating an Account is deemed to have read, understood and accepted the Agreement, and any and all amendments, from time to time, to the aforementioned, by CrowdCraft.
2.10 CrowdCraft reserves the right to avail and access User identification-related data obtained through the Account registration of the User.
2.11 The User agrees to provide true, accurate, and complete information on its Account and all registration and other forms they access on the Locations or provide to CrowdCraft, and to update the User’s information to maintain its truthfulness, accuracy, and completeness. The User agrees not to provide and to correct any information about their location, Payment Method details, billing / financial details, contact information, or their delivery address that the User has provided that is or becomes false or misleading.
2.12 The User shall not register for more than one User Account without express written permission from CrowdCraft (unless that User registers for one unique Buyer Account and one unique Seller/Freelancer Account), and the User shall not to ask or allow another person to utilize a User Account on their behalf, for their use or benefit.
2.13 Account Permissions
2.13.1 Only one Buyer Account and one Seller/Freelancer Account may be opened per User.
2.13.2 The grant to, and operation of Account and Services by a User is purely personal in nature and not transferable under any circumstance, whatsoever.
2.13.3 Each Account shall possess a distinctive number, which shall be quoted in all correspondence with the User relating to the Account and Services.
2.13.4 CrowdCraft reserves the right without prior notice to the User to charge the User for any expenses, fees, withholding tax, tax, duty, or any other cost, service charges or expenses arising out of any transactions or operation of the Account with the CrowdCraft as may be payable to the Government, or any regulatory authority as may be levied, from time to time. All applicable taxes shall be recovered as per tax laws in force. Failure to do so shall result in recovery of the service charge by CrowdCraft in a manner as CrowdCraft may deem fit along with such interest charges, if any, from the User’s Payment Method on file, without any liability to CrowdCraft.
2.13.5 The Parties hereby agree that if the User opens further accounts with CrowdCraft and/or subscribes to any of the products/services of CrowdCraft or any of the Affiliates, and CrowdCraft extends the Services to such accounts, products or services and the User opts for use thereof, then this Agreement shall automatically apply to such further use of Account and Services by the User.
2.13.6 This Agreement is in addition to and not in substitution for the specific terms and conditions, rules and regulations, procedures of CrowdCraft following various types of accounts and all products and/or services offered to User from time to time.
2.14 Account Usage and Dormancy
2.14.1 In order to use the Services, the User must be registered for an Account.
2.14.2 At the time of registration, the User shall create a unique password. Transaction requests will be authorized only through the User’s password via the registered Account.
2.14.3 In case of CrowdCraft receiving official notice, or as and when CrowdCraft becomes aware of it from any other reliable source, regarding the demise of a User, CrowdCraft shall stop operations immediately in the corresponding Account and shall not be obliged to allow any operation or withdrawal except on production of a succession certificate or other such applicable court orders, from a court of competent jurisdiction, ratifying the relevant operational/withdrawal instructions specified therein.
2.14.4 Any discrepancy in the Account activities for transactions and receiving of alerts should be promptly brought to the notice of CrowdCraft by the User in writing within three (03) days from the date of transaction, failing which the said activities of the Account and/or receiving of alerts shall be deemed to be finally and conclusively non-discrepant and accepted by the User, for all purposes whatsoever. In the case of any error, CrowdCraft reserves its rights, at all times, to make adjusting entries to rectify the error without notice and inform the User subsequently, and recover any amount wrongly paid or credited to the User and/or any third-party together with any accrued interest charges. However, CrowdCraft shall not be liable for any loss or damage due to such error(s) or any consequential loss arising therefrom to the User and/or any third-party.
2.14.5 In accordance with this Agreement, the User may be entitled to receive certain records from CrowdCraft and/or CrowdCraft’s Affiliates, such as Service Contracts, notices, and communications, in writing (hereinafter collectively referred to as the “Records”). To facilitate the User’s use of the Locations and the Services, the User hereby consents to being provided these Records by CrowdCraft electronically instead of in paper form. The User shall be responsible for retaining copies (whether soft copies or hard copies) of all such Records duly communicated to the User by CrowdCraft. However, CrowdCraft reserves the right, in its sole discretion, to communicate with the User via postal service and other third-party mail services using the address under which the Account is registered. The User’s consent to receive Records electronically shall remain effective until and unless it is expressly withdrawn in writing by the User by contacting CrowdCraft’s customer support. Withdrawal of User’s consent to receive such Records electronically (“Withdrawal”), shall cause the User’s access to the Locations and the Services to be revoked, and the User shall no longer be permitted to use the Locations or the Services. Withdrawal shall be effective only after CrowdCraft has had a reasonable period of time to process the request for Withdrawal. Please note that Withdrawal shall not apply to records and notices electronically provided by CrowdCraft to the User before the Withdrawal becomes effective.
2.14.6 The User shall be responsible for keeping all contact information (including without limitation all email addresses and postal addresses) in CrowdCraft’s records up-to-date by promptly notifying CrowdCraft of its current contact information, as well as any changes to the same, as soon as those changes occur.
2.14.7 By entering into this Agreement, the User acknowledges and confirms that the User possesses all of the hardware and software necessitated to receive all electronic notifications and Records as may be provided by CrowdCraft, such requirements which may be amended by CrowdCraft from time to time, including without limitation:
2.14.7.1 a valid and current email address;
2.14.7.2 a data plan, or internet connection for the User’s smartphone device and/or computer;
2.14.7.3 Software, browsers, plug-ins, or other mobile applications and programs identified on the Locations in their Current Versions. The use of other browsers, or any of the afore-mentioned items in any version that is not the Current Version, may lead to compatibility issues;
2.14.7.4 a mobile device, tablet, and/or computer device with an operating system capable of supporting the afore-mentioned items.
2.15 Account Security
2.15.1 CrowdCraft shall not be liable to the User or any third-party, if anyone gets / has access to User’s Account password and/or mobile device with the Locations, and the User fails to inform CrowdCraft. The transaction(s) done and/or instructions sent through the Account by the unreported and unauthorized user shall be considered legitimate and shall be acted upon and/or relied upon by CrowdCraft. CrowdCraft accepts no liabilities and shall not be held liable for compensation pertaining to any resulting User’s loss.
2.15.2 The User irrevocably and unconditionally undertakes to ensure that the User’s password and other Confidential Information is kept confidential and to not let any unauthorized person have access to the mobile phone and/or the password.
2.15.3 The security of the password must not be endangered or compromised by choosing a password that can be easily guessed, such as four (4) of the same numbers or numbers in sequence such as 1234.
2.15.4 The User hereby acknowledges, agrees, and confirms that the User’s registered mobile phone/SIM shall only be used by the User and he/she shall take all necessary precautions and care to ensure that the same are not misplaced, lost or stolen. If User’s registered mobile phone/SIM is lost or stolen, User shall immediately notify his/her mobile operator to block and prevent misuse of the mobile phone/SIM. The User shall also promptly notify CrowdCraft’s Customer Service to block access to his/her Account, failing which, CrowdCraft shall not be held liable for any cost, charges, expenses, losses (direct, indirect or consequential), claims (including third party claims) or damages suffered or incurred by the User. The time at which CrowdCraft receives instructions to block access to the Account shall be determined and certified by CrowdCraft and such determination shall be binding and conclusive upon the User.
2.15.5 If the User believes that their Account has been accessed without their knowledge or consent, or that their password has been fraudulently used, they shall contact CrowdCraft immediately to block the Account, and failure to timely do so shall leave the User financially liable for all resultant User Instructions issued from the unauthorized use of the Account.
2.15.6 CrowdCraft shall not be required to independently verify the User Instructions and shall be effective unless countermanded by further instructions from the User within reasonable time frame. CrowdCraft shall have no liability whatsoever if it does not or is unable to stop or prevent the implementation of any such countermanded User Instruction.
2.15.7 All instructions for operating the Accounts and availing Services shall be given by the User (“User Instructions”) in the manner prescribed by CrowdCraft. The User is also responsible for the accuracy, completeness, and authenticity of the payment instructions provided to CrowdCraft and/or its Affiliates and the same shall be considered to be sufficient to operate the Accounts.
2.15.8 The User Instructions shall be affected only after authentication of the User in accordance with the prescribed procedure for Account.
2.15.9 All the records of CrowdCraft generated by the User Instructions, (including the time of the transaction and payments requested when availing Services and using the Account), recorded shall be conclusive proof of the genuineness and accuracy of the transaction and accompanying User Instructions.
2.15.10 When a User completes providing payment-related User Instructions and the same are received by CrowdCraft, transaction shall be deemed to be fixed and finalized and User may not subsequently raise any objections with respect thereto. Once the User Instructions are received the transaction may not subsequently be changed or reversed in any way. CrowdCraft may seek clarification on User Instructions as and when it deems fit.
2.15.11 CrowdCraft may refuse to comply with the User Instructions without assigning any reason whatsoever and shall not be under any duty to assess the prudence or otherwise of any User Instruction and have the right to suspend the operations through standard process if it has reason to believe that the User Instructions will lead or expose to direct or indirect loss or may require indemnity from the User before continuing to operate their Account.
2.15.12 The User undertakes and agrees not to use or permit the use of Account and Services for any illegal or improper purposes and shall comply with all applicable laws and regulations governing the Account. The User shall be held liable for any illegal funds transfer and money laundering done through their Account.
3 Services
3.1 The Locations provide a platform for Users to enable: (i) Buyers to view, search, negotiate with, chat with, select, and contract with the Sellers/Freelancers to work on the Buyer’s various projects wherein the Sellers/Freelancers shall provide Services as per the resultant Service Contract (including without limitation any in-person as well as virtual/remote Services); (ii) Sellers/Freelancers to view, search, pitch for, negotiate, chat, and contract with Buyers to work on and provide Services on the Buyer’s various projects; (iii) Users to submit and/or receive any payments made against Services completed pursuant to the Service Contracts; and (iv) leave feedback on the profiles of Users they have worked with pursuant to a Service Contract (hereinafter collectively the “Services”). Subject to the Agreement, CrowdCraft provides the Services to Users, including hosting and maintaining the Locations.
3.2 The User acknowledges, agrees, and affirms that CrowdCraft is not a party to any communication between Users, and that CrowdCraft does not in any way endorse any statements or opinions made between any Users, nor is responsible in any way for the conduct of any of the Users.
3.3 Buyers shall have the option and facility to post any open and available requests for the Services of Sellers/Freelancers and/or projects requiring such Services on the Locations (“Job Posts”), specifying any pertinent details, including without limitation, estimated timelines for completion of such project, the Buyer’s payment budget for such Services, any special skills qualifications sought from the Seller/Freelancer that shall provide the Services, etc. Buyer may also elect to forgo posting the above, and shall have the option of directly messaging (on the Locations messaging portal only, and not through any mode of communication outside of the Locations), any Sellers/Freelancers whose profiles appear to fit the Buyer’s needs for the Services sought in the Buyer’s project, for the purposes of communicating the Buyer’s requirements, and negotiating with the Seller/Freelancer to enter into a Service Contract.
3.4 Sellers/Freelancers shall have the option of searching on the search engine provided in the Locations, for any Job Posts that fit that Seller’s/Freelancers skills, qualifications, time constraints and budget. The Seller/Freelancer shall have the option to submit a proposal/bid for any Job Posts that the Seller/Freelancer wishes to work on (“Proposal”). Each Proposal submitted by the Seller/Freelancer shall be subject to the deduction of Points (defined below) from the Seller’s/Freelancer’s Account, as specified in the Job Post. “Points” shall mean those points that the Seller/Freelancer accumulates in their Account, through: (i) purchase from CrowdCraft; and/or (ii) as redeemed from CrowdCraft through any promotional activities, as notified by CrowdCraft, from time to time, and granted solely in the whole and sole discretion of CrowdCraft.
3.5 Sellers/Freelancers shall not be entitled nor enabled by the Locations to submit any Proposals against any Job Posts against which the Seller/Freelancer does not have the sufficient number of Points available to submit.
3.6 Sellers/Freelancers shall not be able to see the Buyer’s contact information or Account information on any Job Posts and cannot directly reach out to a Buyer to circumvent paying Points to CrowdCraft in order to submit a Proposal.
3.7 Upon receiving a Proposal, the Buyer shall have the option of directly messaging the corresponding Seller/Freelancer on the messaging portal on the Locations, to negotiate and finalize any details regarding the Job Post and Services thereunder. If the Buyer and Seller/Freelancer come to an agreement, then the Buyer shall submit a formal offer to the Freelancer on the Locations (the “Offer”), specifying the following:
3.7.1 The specific Services to be provided by the Seller/Freelancer;
3.7.2 The corresponding Deliverables (if any);
3.7.3 Any relevant timelines and due dates for submission of Deliverables and/or completion of the Services (and/or frequency of the Services to be provided);
3.7.4 Whether the Fee (defined below) payment against such Services shall be calculated as a fixed price or an hourly rate;
3.7.5 The fixed price Fee or hourly Fee rate, as the case may be;
3.7.6 If the Fee is fixed price, then what Fee payment installments shall be due against submission of each Deliverable; and
3.7.7 If the Fee is an hourly rate, then what the applicable weekly hourly limit is for the Services to be provided.
3.8 Upon receiving an Offer, the Seller/Freelancer shall have 3 days to either accept or reject the Offer on the terms thereof, through the Locations. If the Seller/Freelancer accepts the Offer, then a Service Contract shall be formed as a legally binding agreement between the Buyer and Seller/Freelancer, for the provision of the Services on the terms specified in the Offer. If the Seller/Freelancer rejects the Offer, then no Service Contract is formed, and the Buyer and Seller/Freelancer are not bound nor obligated to each other. If the Seller/Freelancer does not timely respond to the Offer, the Offer shall expire, and no Service Contract is formed.
3.9 Fixed Price Service Contracts – For all Service Contracts featuring a fixed price Fee, the Service Contract shall specify the various Deliverables expected and the instalment of the Fee payable against submission of each corresponding Deliverable. Prior to commencing any Services against the current Deliverable, the Seller/Freelancer must first check the Locations to confirm whether the Buyer has submitted the payment of the corresponding instalment of the Fee to CrowdCraft. If no such payment has been submitted yet, it is advised that the Seller/Freelancer not commence the provisions of the corresponding Services, until such payment is submitted by the Buyer for that Deliverable. Upon completing a Deliverable, the Seller/Freelancer shall submit such Deliverable to the Buyer through the specified mechanism on the Locations. The Buyer shall thereafter have 7 days to review the Deliverable and either accept or reject the Deliverable on the Locations.
3.9.1 If the Buyer timely accepts the Deliverable, then the corresponding instalment of the Fee shall be under review by CrowdCraft for 14 days (for AML purposes, and for the prevention of any fraud, identity theft, circumvention claims, etc.), after which it shall be released to the Seller/Freelancer into the Seller/Freelancer Account.
3.9.2 If the Buyer timely rejects the Deliverable and specifies what changes must be made to the Deliverable to make it compliant with the Buyer’s original instructions, so that the Seller/Freelancer may resubmit such Deliverable for consideration.
3.9.3 If the Buyer does not timely respond to accept or reject a Deliverable, then upon the completion of the 7 days from submission of that Deliverable, it shall be deemed to be accepted, and then the corresponding instalment of the Fee shall be under review by CrowdCraft for 14 days (for AML purposes, and for the prevention of any fraud, identity theft, circumvention claims, etc.), after which it shall be released to the Seller/Freelancer into the Seller/Freelancer Account.
3.9.4 Once a Deliverable is accepted or deemed accepted, the Buyer shall submit to CrowdCraft the next Fee instalment, so that the Seller/Freelancer may commence the Services on the next Deliverable. This shall continue until all Deliverables and corresponding Fee payment instalments are submitted and released, pursuant to the Service Contract, unless either User terminates the Service Contract in accordance with the terms hereof.
3.10 Hourly Service Contracts – For all Service Contracts featuring an hourly Fee rate, the Service Contract shall specify the hourly Fee rate to be charged, the weekly hourly limits (if any), and any Deliverables and due dates for submission, if any. Prior to commencing any Services on an hourly Service Contract, the Seller/Freelancer must first download and install the CrowdCraft time tracker application from the Locations, in order to track the actual billable hours (or part thereof) that the Seller/Freelancer provides the Services under the Service Contract (for disputed billable hours, please see Section 4.1.10 hereinbelow). The Fee shall be payable against all undisputed billable hours tracked by the time tracker application within 14 days of the close of the calendar week at the next business day after the close of the calendar week for Services provided within that calendar week.
3.11 Sales Representative Sellers – CrowdCraft through its Affiliates may seek, from time to time, to hire Sellers through CrowdCraft and the Locations for the performance by the Seller of certain Sales Representative Services (as defined below), wherein CrowdCraft’s Affiliate (under the name and style of ‘The Republic’) shall be the Buyer. Any such Seller hired to provide the Sales Representative Services for the Affiliate, as specified in this Section 3.11, shall hereinafter be referred to as a “Sales Representative”.
3.11.1 The Affiliate is engaged in the software development business along with the operation of an online platform by the name of the “The Republic” situated at https://crowdcraft.io (the “Platform”). The Platform is a platform which awards rewards points to its contributors, which rewards point can also be periodically redeemed against prizes issued by the Platform to its contributors. The Platform’s contributors provide the Affiliate with software development services to develop authentic and original software code (the “Contributors”) for the Affiliate’s clients seeking software development (the “Clients”), in exchange for participation in the Platform and its robust rewards program.
3.11.2 The Sales Representative shall have expertise in the promotion, marketing, and sales (hereinafter collectively to as the "Promotion") of the various software development services (the “Software Development Services”) into various channels of trade (the "Channels"), for the purposes of generating new Clients for the Affiliate. The Affiliate may hereby, from time to time, engage a Sales Representative through CrowdCraft and the Locations to perform the Sales Representative Services (including without limitation the Promotion of the Software Development Services into Channels in the specified territory with the aim to obtain new Clients for the Affiliate) on the terms and conditions specified in the corresponding Service Contract.
3.11.3 The Sales Representative shall provide the following “Sales Representative Services” for the Affiliate:
3.11.3.1 Soliciting orders for the Software Development Services from new Clients, as well as orders for additional Software Development Services from existing Clients by conducting the Promotion.
3.11.3.2 Sales Representative shall only solicit orders within territory specified in the corresponding Service Contract (“Territory”), except as otherwise approved in writing by Affiliate.
3.11.3.3 The Affiliate reserves the right (but not the obligation) to determine each Client’s trade classification in the Channel, and to assign the sales responsibility to the Sales Representative, based on billing address, shipping address, home office, type of business, etc. in the Affiliate’s sole discretion.
3.11.3.4 Sales Representative shall perform the Promotion of the Software Development Services within the Territory on a best effort basis for the Affiliate and to promote the goodwill, name and interest of the Affiliate and its Software Development Services with Sales Representative’s Clients.
3.11.3.5 Order Solicitation.
3.11.3.5.1 In soliciting orders for sales of the Software Development Services (the “Orders”), the Sales Representative shall quote only the prices and terms specified/approved in writing by the Affiliate. All prices and terms of sale for the Software Development Services are to be established solely by the Affiliate, which the Affiliate also has the right to change the same upon thirty (30) days written notice to Sales Representative.
3.11.3.5.2 Orders for Software Development Services solicited by the Sales Representative shall be promptly forwarded to the Affiliate. The Affiliate shall be and remain vendor of record with respect to all such Orders. The Affiliate hereby agrees to refer all inquiries to the Sales Representative and to promptly furnish the Sales Representative with copies of all correspondence and documentation between the Affiliate and Clients.
3.11.3.5.3 All Orders are subject to acceptance or rejection by an authorized officer of the Affiliate at its home office and to the approval of the Affiliate’s relevant departments. The Affiliate shall be responsible for all credit risks and collections. If the Affiliate notifies Client of its acceptance or rejection of an Order, a copy of any written notification shall be transmitted to the Sales Representative.
3.11.3.5.4 All accepted Orders shall be a contract directly between Client and the Affiliate.
3.11.3.6 Affiliate Obligations in Sales Representative Services. Affiliate shall hereby be solely responsible for the design, development, provision, and performance of its Software Development Services and the protection of its trade names. Affiliate hereby agrees to indemnify and hold the Sales Representative harmless against and to pay all losses, cost, damages, or expenses whatsoever which Sales Representative may sustain or incur because infringement or alleged infringement of patents, trademarks or trade names resulting from the sale of the Software Development Services, or arising on account of warranty claims, or any claimed defect or failure to perform of the Software Development Services.
3.11.3.7 The Sales Representative shall promptly deliver to Affiliate any notices or papers served upon it in any proceeding covered by this Agreement, and Affiliate shall defend same at its expense. Affiliate may obtain any counsel needed to defend itself or indemnify the Sales Representative in such proceeding at the Sales Representative’s expense if the latter fails to do so in a timely manner.
3.11.3.8 Affiliate shall immediately notify the Sales Representative of any Client complaint Affiliate receives about the Sales Representative and advise the Sales Representative of the Client making such complaint, and the nature of the complaint to permit Sales Representative to respond to said complaint.
3.11.3.9 Affiliate shall furnish the Sales Representative, at no expense to the Sales Representative, current samples, catalogues, literature, and any other material necessary for the proper Promotion and sale of its Services in the Territory. All samples, documentation, and materials shipped to the Sales Representative that are deemed necessary by Affiliate shall be done so at no charge. Any additional sales and/or Promotion materials provided to at the request of the Sales Representatives shall be billed to them individually as independent contractors. The Sales Representative labels shall not cover Affiliate name, address, or phone number on any catalogs, price lists, or other material provided by Affiliate. Any literature that is not used or samples or other equipment/materials belonging to Affiliate shall be returned to Affiliate at its request, and in any event upon termination/expiration of this Agreement, provided all REPs and Prizes thus accrued have been paid.
3.11.3.10 If the Territory is exclusive as specified in the Service Contract, Affiliate shall promptly forward to the Sales Representative all inquiries received from its Territory for the Software Development Services.
3.11.3.11 Affiliate agrees to furnish to the Sales Representative information concerning the availability of new products and/or services of Affiliate, which may be marketable in the Territory of the Sales Representative.
3.11.3.12 Affiliate shall supply a current Client account list, sorted by zip code, complete with address, phone number, contact and Client sales from the previous year. This list should indicate "key" accounts. The account list should be provided in Excel spreadsheet format if possible.
3.12 Contributor Seller. CrowdCraft through its Affiliates may seek, from time to time, to hire Sellers through CrowdCraft and the Locations for the performance by the Seller of certain Contributor Services (as defined below), wherein CrowdCraft’s Affiliate (under the name and style of ‘The Republic’) shall be the Buyer. Any such Seller hired to provide the Contributor Services for the Affiliate, as specified in this Section 3.12, shall hereinafter be referred to as a “Contributor”. The Contributors provide the Affiliate with, including without limitation, administrative, operational, design, and software development services to develop authentic and original software code for the Affiliate’s Clients seeking Software Development Services, in exchange for participation in the Platform and its robust rewards program.
3.12.1 Contributor has the requisite experience and expertise in the promotion, marketing, sales, design, IT-related services, operations, and/or business administration (the “Contributions”), as the case may be, that the Affiliate needs in order for the Affiliate to provide various Software Development Services for its Clients.
3.12.2 Affiliate hereby engages the Individual Contributor to make the Contributions (as fully described in the corresponding Service Contract), to support the Company’s business objectives, and to provide the Services by completing the Tasks (defined below) for the RE Points stipulated in the corresponding Service Contract below within the Agreed Dates (defined below) and in accordance with the terms and conditions hereof.
3.12.3 Individual Contributor accepts this appointment and agrees to provide the Contributions on a best effort basis for Affiliate to support the Affiliate’s business operations and objectives, and to promote the goodwill, name and interest of the Affiliates and its Software Development Services with its Clients.
3.12.4 Tasks and Tasks Orders. Throughout the Term, every time Affiliate requires the Contributor to perform a task that falls under the purview of the Software Development Services (a “Task”), Affiliate shall issue the Contributor a written request containing the details of the Task to be performed, along with the due date for completion of such Task (“Agreed Dates”). The Contributor shall, in writing, accept or reject such written request for a Task within seven (7) days of its receipt.
3.12.4.1 In the event that the Contributor accepts (in writing) such written request for a Task it shall be deemed to be a binding “Task Order”.
3.12.4.2 In the event that the Contributor rejects (in writing) such written request for a Task, Affiliate shall withdraw such request immediately.
3.12.4.3 In the event that the Contributor fails to respond to such written request within seven (7) days of receipt thereof, then the written request for such Task shall stand cancelled immediately by Affiliate.
3.12.4.4 Frequent rejections of, or failure to respond to the written requests for Tasks by the Contributor shall constitute grounds for material breach, triggering the Affiliate’s right (but not obligation) to terminate corresponding Service Contract in accordance with the provision hereof for termination for breach.
3.12.4.5 The Contributor shall provide the Software Development Services, complete the Task, and provide any specified deliverables therein (the “Deliverables”) within the timelines mentioned in the corresponding accepted Task Order (“Agreed Dates”).
3.12.4.6 All Deliverables required to be submitted to the Affiliate shall be subject to the Affiliate’s review prior to their Acceptance. The “Acceptance/Accepted” of a Deliverable shall be accorded when either: (i) the Affiliate submits a written notification to the Contributor accepting that Deliverable in its current form; or (ii) when the Affiliate does not duly reject the Deliverable in a written notification to the Contributor within the Review Period.
3.12.4.7 On submission of a Deliverable by the Contributor to the Affiliate, the Affiliate may, within the Review Period, give notice to Contributor that a Deliverable fails (to the extent stated) to comply with the requirements of the Task Order. On receipt of such a notice, the Contributor shall, at its own cost, rectify the Deliverable (to the extent stated) and re-submit the same to the Affiliate for review. In the event that no objections are raised by the Affiliate within the Review Period, such Deliverable shall be deemed to have been accepted by the Affiliate. The “Review Period” shall be for the number of days, as specified in the relevant corresponding section of the
Service Contract.
3.12.4.8 The Contributor shall submit progress reports to the Affiliate in such frequency as notified by Affiliate. Each such report shall include but not be limited to the following matters (“Reports”):
3.12.4.8.1 detailed descriptions of progress against Agreed Dates and Deliverables as stated in the corresponding Task Order(s); and
3.12.4.8.2 comparisons of actual and planned progress (including a list of completed milestones and anticipated dates to complete the remaining milestones), with details of any events or circumstances which may delay the completion of the Software Development Services in accordance with the Service Contract, and the measures being (or to be) adopted to overcome delays.
The Parties shall meet at mutually agreed times to discuss the Reports, progress of the Software Development Services and Task Orders, and to exchange feedback.
3.12.4.9 The Contributor shall provide the Software Development Services at such locations as notified by Affiliate in writing.
3.12.4.10 In provision of the Software Development Services, completion of the Task Orders, and submission of the Deliverables, the Contributor shall comply with all reasonable instructions of Affiliate.
3.12.4.11 Affiliate shall provide to the Contributor copies of any rules, regulations or policies of Affiliate that must be followed by the Contributor and its personnel during the provision of the Software Development Services including, without limitation, Affiliate’s code of conduct and security procedures.
3.12.5 Relationship of CrowdCraft, Affiliate and Contributor.
3.12.5.1 Nothing in the Agreement shall be construed to constitute Contributor as the partner, joint venture, employee, or agent of Affiliate and/or CrowdCraft, nor shall any of these Parties have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.
3.12.5.2 Affiliate and Contributor agree that during the Term of the Agreement, and any renewal thereof and for a (2)year period following termination/expiration of the Agreement, neither Affiliate nor Contributor shall directly or indirectly: (i) hire or engage or attempt to hire or engage an employee of the other, or an independent representative or vendor under contract with the other; nor (ii) solicit, entice, attempt to poach, or induce away the business of any Client; without first obtaining prior written approval from the Affiliate. Both Contributor and Affiliate agree that the loss of such employee, independent representative, vendor and/or Client would result in irreparable harm and grants to the Affiliate the right to seek damages and an injunction in a court of equity or other competent authority to enforce its rights hereunder.
3.12.6 Contributor Responsibilities.
3.12.6.1 The Contributor shall make the Contributions and conduct all of its performance of its obligations under this Agreement, in its own name and in such manner as it may see fit. The Contributor shall pay all expenses of its office and activities and shall be directly and solely responsible for the acts and expenses of its employees/contractors/representatives and shall not hold itself out to be an agent or employee of Affiliate and/or CrowdCraft in any way.
3.12.6.2 The Contributor shall not, without Affiliate’s prior written approval, alter, enlarge, or limit orders and/or Task Orders, make representations, or guarantees concerning the Software Development Services/Deliverables or accept the return of, refund request of, or make any allowance for such Software Development Services.
3.12.6.3 At the Affiliate’s request, the Contributor shall furnish Affiliate’s credit department with any information which it may have from time to time relative to the credit standing of any of the Clients of the Affiliate.
3.12.6.4 The Contributor shall abide by the Affiliate’s policies and communicate the same to the Clients.
3.12.6.5 The Contributor shall be solely responsible for any possible breach or infringement of the Contributor of any contractual obligation of non-compete and/or non-solicitation with any third party, and Affiliate and/or CrowdCraft shall not be held liable under the same for any reason whatsoever.
3.12.6.6 The Contributor shall ensure that all Deliverables submitted under any accepted Task Orders do not infringe on the Intellectual Property Rights of any other party.
3.12.7 Affiliate Responsibilities.
3.12.7.1 Affiliate shall be solely responsible for the design, development, provision, and performance of its Software Development Services and the protection of its trade names.
3.12.7.2 The Contributor shall promptly deliver to Affiliate any notices or papers served upon it in any proceeding covered by the Agreement, and Affiliate shall defend same at its expense. Affiliate may obtain any counsel needed to defend itself or indemnify the Contributor in such proceedings at the Contributor’s expense if the latter fails to do so in a timely manner.
3.12.7.3 Affiliate shall immediately notify the Contributor of any Client complaint the Affiliate receives about the Contributor and advise the Contributor of the Client making such complaint, and the nature of the complaint to permit and enable Contributor to respond to said complaint.
3.12.7.4 Affiliate shall furnish the Contributor, at no expense to the Contributor, current samples, catalogues, literature, policies, documentation, and any other materials necessary for the Contributor to provide the Contributions to the Affiliate throughout the Term. All samples, documentation, and materials shipped to the Contributor that are deemed necessary by Affiliate shall be done so at no charge. Any additional materials provided at the request of the Contributors shall be billed to them individually as independent contractors. The Contributor labels shall not cover Affiliate name, address, or phone number on any catalogs, price lists, or other material provided by Affiliate. Any literature that is not used or samples or other equipment/materials belonging to Affiliate shall be returned to Affiliate at its request, and in any event upon termination/expiration of the corresponding Service Contract and/or this Agreement.
3.12.7.5 Affiliate agrees to furnish to the Contributor information concerning the availability of new products and/or services of Affiliate, which may be relevant to the Contributor’s Contributions.
3.12.7.6 Affiliate shall have the option (but not the obligation), based on the Contributor’s performance of its obligations hereunder, to offer the Contributor stock options in Affiliate, in an amount to be determined at the sole discretion of Affiliate. In the event that Affiliate exercises this option, then the Contributor and Affiliate shall execute a separate options agreement to formalize the terms thereof.
3.13 Affiliate Partner Services. CrowdCraft through its Affiliates may seek, from time to time, to hire Sellers through CrowdCraft and the Locations for the performance by the Seller of certain Partner Services (as defined below), wherein CrowdCraft’s Affiliate (under the name and style of ‘The Republic’) shall be the Buyer. Any such Seller hired to provide the Partner Services for the Affiliate, as specified in this Section 3.13, shall hereinafter be referred to as a “Partner”. Partner has the requisite experience and expertise in the promotion, marketing, sales, design, IT-related services, operations, and/or business administration (the “Partner Services”), as the case may be, that Affiliate needs in order for Affiliate to provide the various Software Development Services for its Clients.
3.13.1 Appointment as Partner of Affiliate. Affiliate hereby engages the Partner as its Partner to provide the Partner Services as fully described in the corresponding Service Contract to support Affiliate’s business objectives. Partner hereby accepts this appointment and agrees to provide the Partner Services on a best effort basis for Affiliate to support Affiliate’s business operations and objectives, and to promote the goodwill, name and interest of Affiliate and its Software Development Services with its Clients.
3.13.2 Partner Responsibilities. The Partner shall perform the Partner Services and conduct all of its performance of its obligations under the Service Contract and this Agreement, in its own name and in such manner as it may see fit. The Partner shall pay all expenses of its office and activities and shall be directly and solely responsible for the acts and expenses of its employees/contractors/representatives and shall not hold itself out to be an agent or employee of Affiliate in any way.
3.13.2.1 The Partner shall not, without Affiliate’s prior written approval, alter, enlarge, or limit orders, make representations, or guarantees concerning the Software Development Services or accept the return of, refund request of, or make any allowance for such Software Development Services.
3.13.2.2 At Affiliate’s request, the Partner shall furnish Affiliate’s credit department with any information which it may have from time to time relative to the credit standing of any of the Clients of Affiliate.
3.13.2.3 The Partner shall abide by Affiliate’s policies and communicate the same to the Clients.
3.13.2.4 The Partner shall be solely responsible for any possible breach or infringement of the Partner of any contractual obligation of non-compete and/or non-solicitation with any third party, and Affiliate shall not be held liable under the same for any reason whatsoever.
3.13.3 Affiliate’s Responsibilities. Affiliate shall be solely responsible for the design, development, provision, and performance of its Software Development Services and the protection of its trade names.
3.13.3.1 The Partner shall promptly deliver to Affiliate any notices or papers served upon it in any proceeding covered by the Service Contract and this Agreement, and Affiliate shall defend same at its expense. Affiliate may obtain any counsel needed to defend itself or indemnify the Partner in such proceedings at the Partner’s expense if the latter fails to do so in a timely manner.
3.13.3.2 Affiliate shall immediately notify the Partner of any Client complaint Affiliate receives about the Partner and advise the Partner of the Client making such complaint, and the nature of the complaint to permit Partner to respond to said complaint.
3.13.3.3 Affiliate shall furnish the Partner, at no expense to the Partner, current samples, catalogues, literature, policies, documentation, and any other materials necessary for the Partner to provide the Partner Services to Affiliate throughout the Term. All samples, documentation, and materials shipped to the Partner that are deemed necessary by Affiliate shall be done so at no charge. Any additional materials provided at the request of the Partners shall be billed to them individually as independent contractors. The Partner labels shall not cover Affiliate name, address, or phone number on any catalogs, price lists, or other material provided by Affiliate. Any literature that is not used or samples or other equipment/materials belonging to Affiliate shall be returned to Affiliate at its request, and in any event upon termination/expiration of the corresponding Service Contract and/or the Agreement.
3.13.3.4 Affiliate agrees to furnish to the Partner information concerning the availability of new products and/or services of Affiliate, which may be relevant to the Partner’s Services.
3.13.3.5 Affiliate shall have the option (but not the obligation), based on the Partner’s performance of its obligations hereunder, to offer the Partner stock options in Affiliate, in an amount to be determined at the sole discretion of Affiliate. In the event that Affiliate exercises this option, then the Partner and Affiliate shall execute a separate options agreement to formalize the terms thereof.
3.13.4 Relationship of Affiliate and Partner. Nothing in the Agreement shall be construed to constitute Partner as the partner, joint venture, employee, or agent of Affiliate nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.
3.13.4.1 Affiliate and Partner agree that during the Term of the Agreement, and any renewal thereof and for a (2)year period following termination/expiration of the corresponding Service Contract and/or the Agreement, neither Affiliate nor Partner shall directly or indirectly: (i) hire or engage or attempt to hire or engage an employee of the other or an independent representative or vendor under contract with the other; nor (ii) solicit, entice, attempt to poach, or induce away the business of any Client; without first obtaining prior written approval from Affiliate. Both Affiliate and Partner agree that the loss of such employee, independent representative, vendor and/or Client would result in irreparable harm and grants to the other Party the right to seek damages and an injunction in a court of equity or other competent authority to enforce its rights hereunder.
3.14 The Service Contract shall not contain any terms or conditions that seek to modify, amend, augment or delete any of the provisions of these T&Cs or seek to impose any additional liability or obligations on CrowdCraft, for any reason whatsoever.
3.15 Competitions and Submissions
3.15.1 Competitions: CrowdCraft may host competitions. Specific terms related to competitions shall be provided with each competition announcement.
3.15.2 Winning Submissions: Winners of competitions shall be awarded according to the competition rules. Winning does not affect the ownership rights of submissions.
3.15.3 Other Submissions: Submissions not selected as winning entries shall be treated in accordance with the general terms of Intellectual Property Rights, as stated in Section 5.4 hereinbelow.
4 Payments, and Taxes
4.1 The Buyer shall pay to the Seller/Freelancer the “Fee” specified in the Service Contract and corresponding Offer, which Service Contract shall be displayed on the Locations and shall vary according to the specific Services mutually agreed by the Users, and their corresponding Deliverables, if any. The Parties hereby agree and acknowledge that CrowdCraft, as good and valuable consideration for providing the Services and use and access of the Locations to the User, shall be entitled to deduct a service charge as specified on the pricing page https://crowdcraft.io/en/fees from the Fee (the “Service Charge”) before releasing the balance of the Fee (or any instalment thereof) into the Seller’s/Freelancer’s Account.
4.1.1 All Fees shall be charged by CrowdCraft to the User by using the Payment Method specified on the Service Contract and/or any other Payment Methods specified on the User’s Account.
4.1.2 CrowdCraft shall reserve the right to change the applicable rate of Service Charge at any time, at the sole discretion of CrowdCraft, without any prior notice to the User, provided that the new Service Charge rate shall not be applicable on any Service Contracts executed prior to that rate change.
4.1.3 Receipt by CrowdCraft of any form of payment in the Payment Methods shall not be deemed to be payment until that Payment Method has been honored, cleared, or recognized.
4.1.4 All Fees and Service Charges for the Job Posts, Offers, and Service Contracts listed on the Locations are denominated in United States Dollars.
4.1.5 The Seller/Freelancer shall be responsible for any payments/submissions of applicable taxes under the law assessed against the Fees due under the Service Contracts.
4.1.6 In order to use certain Locations and/or the Services to execute Service Contracts and pay the corresponding Fees and Service Charges, the User must provide account information for at least one of the following valid Payment Methods:
4.1.6.1 Credit card;
4.1.6.2 Debit card;
4.1.6.3 Charge card;
4.1.6.4 Bank transfer; and/or
4.1.6.5 PayPal account.
Wherein the User hereby authorizes CrowdCraft to run authorizations on all credit/debit/charge cards and/or PayPal account provided by the User, to store credit/debit/charge card, banking, or other financial details as User’s method of payment for Services, and to charge User’s credit/debit/charge card and/or PayPal account.
4.1.7 By providing Payment Method information through the Locations, the User represents, warrants, and covenants that:
4.1.7.1 User is legally authorized to provide such information;
4.1.7.2 User is legally authorized to perform payments using the Payment Method(s); and
4.1.7.3 such action does not violate the terms and conditions applicable to the User’s use of such Payment Method(s) or applicable law.
4.1.8 By authorizing a payment using a Payment Method via the Locations, the User 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 the User’s Payment Method(s), the User is solely responsible for paying such amounts by other means.
4.1.9 In the event that the User either (i) cancels its debit or credit card, (ii) initiates an improper chargeback, or (iii) commits any other act or omission; which leads to a failure on part of the User to pay any Fees and/or Services Charges due, CrowdCraft shall have the right to suspend or close the User’s Account and revoke the User’s access to the Locations. Notwithstanding other remedies available to CrowdCraft under the law, the User must pay CrowdCraft upon first demand for amounts owed under the 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, CrowdCraft shall reserve the right to set-off amounts due against other amounts received from or held by CrowdCraft for the User, report such behavior to any law enforcement authorities and/or regulatory authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
4.1.10 Disputed Fees – In the event that a Buyer disputes the Fees due and payable after the Seller/Freelancer has submitted the relevant Deliverable or clocked in the corresponding billable hours in the time tracker, the Buyer shall submit a dispute to CrowdCraft for such billable hours within 5 days following the end of the calendar week (or the acceptance / deemed acceptance of the relevant Deliverable) in which the corresponding Fee was submitted to CrowdCraft for review. CrowdCraft shall have full discretion to review the dispute and ask the Users for any information, details, documents pertaining to such dispute, and provide its final conclusive opinion on such dispute, which shall be binding on the Users involved. In the event that the disputed Fees (or any part thereof) are refunded to the Buyer as a result of such dispute, then CrowdCraft shall also refund the corresponding pro rata Service Charges to such Buyer.
4.2 SR Fee. The Affiliate Buyer shall pay to the Sales Representative the “SR Fee” specified in the Service Contract and corresponding Offer, which Service Contract shall be displayed on the Locations and shall vary according to the specific Sales Representative Services to be provided as mutually agreed by the Affiliate Buyer and Sales Representative, and their corresponding Deliverables, if any. The SR Fee may be payable in USD in accordance with the provisions of Section 4.1 for the Fee, or may be payable in and comprise of REPs (defined below) and Prizes (defined below) which shall be subject to the following provisions, or some combination of the above, at the discretion of the Affiliate and as specified within the corresponding Service Contract for the Sales Representative Services:
4.2.1 REPs and Prizes. As consideration for the Sales Representative Services and conducting the Promotion of the Software Development Services, and generating new Clients for the Affiliate Buyer, and selling additional Software Development Services to existing Clients, the Affiliate Buyer may create for the Sales Representative an account on the Platform, which account shall be given “The Republic Experience” reward points (“REPs”) that shall be redeemed against prizes awarded (“Prizes”) by the Affiliate on the Platform from time to time.
4.2.2 New Clients. For each new Client that the Sales Representative sells any Software Development Service to ("Transaction”), upon onboarding that new Client for provision of any Software Development Services by the Affiliate, once the new Client signs a contract with the Affiliate for the Software Development Service and submits payment, the Sales Representative shall be awarded the number of REPs as specified in the relevant corresponding section of Service Contract, into their corresponding account on the Platform. Thereafter, every subsequent calendar month, the Sales Representative can redeem a 1/12 portion of the REPs awarded for that Transaction on the Platform for any corresponding Prize offered at the time(or where the Client signs a contract for the Software Development Services with the Affiliate for a term other than one year, then the REPs for that Transaction shall be redeemed in equal monthly installments spread out for the duration of the term of such contract for Software Development Services. For illustrative purposes if the contract for the Software Development Services has a 6-month term, then the Sales Representative shall be able to redeem 1/6 of the total REPs awarded for that Transaction in every subsequent calendar month). For the purposes of abundant clarity, the Sales Representative shall have fully redeemed all of the REPs awarded in a Transaction within the same term as the corresponding contract for the Software Development Services signed by the Client and the Affiliate.
4.2.3 New Software Development Services to Existing Clients. For each existing Client that the Sales Representative sells any new or additional Software Development Service to, upon that Client’s completion of documentation for the provision of those new/additional Software Development Services by the Affiliate, and the Client’s submission of payment thereunder, the Sales Representative shall be awarded the number of REPs as specified in the relevant corresponding Service Contract, into their corresponding account on the Platform for such Transaction. Thereafter, every subsequent calendar month, the Sales Representative can redeem a 1/12 portion of the REPs awarded for that Transaction on the Platform for any corresponding Prize offered at the time (or where the Client signs a contract for the Software Development Service with the Affiliate for a term other than one year, then the REPs for that Transaction shall be redeemed in equal monthly installments spread out for the duration of the term of such contract for Software Development Services. For illustrative purposes if the contract for the Software Development Service has a 6-month term, then the Sales Representative shall be able to redeem 1/6 of the total REPs awarded for that Transaction in every subsequent calendar month). For the purposes of abundant clarity, the Sales Representative shall have fully redeemed all of the REPs awarded in a Transaction within the same term as the corresponding contract for the Software Development Service signed by the Client and the Affiliate.
4.2.4 The Sales Representative shall not be due any REPs or Prizes for any Transactions of Software Development Services placed by another sales representative/Seller or placed within that other sales representative’s territory.
4.2.5 There shall be no deductions from REPs or Prizes due to the Sales Representative except as agreed to and specified in writing by the Parties.
4.2.6 Prizes together with the Statement [as defined in Section 4.2.7 hereunder] shall be sent to the Sales Representative on or about the 15th of each calendar month of the Term, for the REPs accrued in favor of the Sales Representative in the preceding calendar month minus any Prizes redeemed in that period. REPs shall accrue in favor of the Sales Representative in the calendar month that the Software Development Service has been purchased by the corresponding Client.
4.2.7 Affiliate shall provide the Sales Representative with a monthly statement showing the computation of all REPs awarded for the preceding calendar month which shall include a listing of each invoice with respect to which REPs were awarded against which Transaction and a listing of deductions of REPs against Prizes redeemed (“Statement”). Affiliate shall render all invoices for orders for Software Development Services received from the Sales Representative’s Territory, directly to the Clients, and full responsibility for all collections and bad debts rests with the Affiliate. The Affiliate shall send to the Sales Representative, copies of all invoices of provision of Software Development Services in Territory of Sales Representative within 7 days after the Client initiates the Transaction.
4.2.8 Affiliate shall have the right to deduct REPs already awarded to the Sales Representative against a subsequent award of REPs; for any unpaid invoices when the corresponding account seeks protection under the Federal Bankruptcy laws, or those invoices that are sent to a collection agency. Affiliate may reimburse the Sales Representative any previously deducted REPs in proportion to the amount later collected on an invoice on a case-to-case basis). There shall be no deductions or chargebacks from the REPs except for the REPs on rejected Transactions and bad debts from Clients, unless otherwise mutually agreed to by the Affiliate and Sales Representative in writing.
4.2.9 Affiliate hereby certifies that no part of the Sales Representative’s REPs, Prizes, or any other consideration awarded hereunder, shall, in any manner whatsoever, be passed on nor granted directly or indirectly to any Client, buyer, agent, or representative, or intermediary acting for or in the behalf of, or subject to the control of any Client to which any of the Services are sold.
4.2.10 Affiliate and Sales Representative hereby agree that the REPs and Prizes paid shall be good and valuable consideration for the Sales Representatives performance of the Sales Representative Services.
4.2.11 The Parties hereby agree and acknowledge that Affiliate may make payments of redeemed Prizes (where applicable) through bank transfer, Payoneer, or other such payment methods as Affiliate shall deem appropriate from time to time.
4.2.12 Affiliate shall also have the option (but not the obligation), based on the Sales Representative’s performance of its Sales Representative Services hereunder, to offer the Sales Representative stock options in the Affiliate, in an amount to be determined at the sole discretion of the Affiliate, from time to time. In the event that the Affiliate exercises this option, then the Affiliate and Sales Representative shall execute a separate options agreement to formalize the terms thereof.
4.3 Contributor Fee. As consideration for the Contributor’s provision of the Contributions, Affiliate shall create for the Contributor an account on the Platform, which account shall be given RE Points that shall be redeemed against Prizes awarded by the Affiliate on the Platform from time to time. Thereafter, s specified in the corresponding Service Contract, the Contributor shall either accrue the Fee (“Contributor Fee”) on: (a) per Task basis in accordance with the corresponding Task Order(s); (b) Salaried basis; (iii) in USD in accordance with all provisions hereof relating to the Fee; or (iv) some combination of sub-Section i or ii; and iii herein.
4.3.1 Per Task Contributor Fee. Upon submission of all Deliverables (and Acceptance/deemed Acceptance thereof) under the corresponding Task Order, Affiliate shall send a written bid to the Contributor specifying the amount of RE Points that Affiliate thinks the Contributor should be rewarded with against the relevant Task Order.
4.3.1.1 If the RE Points specified in such written bid are acceptable to the Contributor, then the Contributor shall notify Affiliate in writing of such accepted bid for RE Points, and Affiliate shall credit the Contributor’s account with those RE Points within one (01) day.
4.3.1.2 If the RE Points specified in such written bid are not acceptable to the Contributor, then the Contributor shall notify Affiliate in writing of the Contributor’s counterbid for RE Points. The Contributor and Affiliate shall thereby negotiate until reaching an agreement in writing with respect to the number of RE Points to be awarded, and Affiliate shall credit the Contributor’s account with those RE Points within one (01) day. If no concurrence can be reached in this negotiation within five (05) days, then the Task Order shall stand cancelled, and Affiliate shall lose all rights (whether Intellectual Property Rights or otherwise) to use and access thereof and shall return all corresponding Deliverables and Work Product submitted under the cancelled Task Order to the Contributor.
4.3.1.3 In the event that the Contributor submits all Deliverables under a Task Order (against Acceptance/deemed Acceptance thereof), but fails to do so within the Agreed Dates, then Affiliates shall reserves the right (but not obligation) to either apply a twenty (20%) percent discount on the mutually agreed RE Points to be awarded for such late Deliverable, or reject that Deliverable outright and cancel the Task Order in accordance with Section 4.3.1.2 hereinabove.
4.3.1.4 Affiliate shall determine a trigger date or event for redemption, at Affiliate’s whole and sole discretion, from time to time and notify the Contributor when such trigger date or event has been set (“Trigger”). Each Trigger so notified, shall also specify a period of time from the Trigger date/event that Affiliate shall provide the RE Points redemption for (the “Trigger Period”) as well as and how many of the Contributor’s accumulated RE Points shall be redeemable under that Trigger (the “Trigger Points”), both at the whole and sole discretion of Affiliate. Upon occurrence of a Trigger, the Trigger Points shall thereafter be redeemed by the Contributor against Prizes in equal monthly installments of each calendar month during the Trigger Period. For the purposes of abundant clarity, following the notification of a Trigger, the Contributor shall have fully redeemed all of the corresponding Trigger Points awarded within that Trigger Period.
4.3.1.5 The Contributor shall not be due any RE Points or Prizes for any Triggers or Contributions of another Contributor, partner, or sales representative of Affiliate, nor shall the RE Points or Prizes be transferrable to any third party.
4.3.1.6 There shall be no deductions from RE Points or Prizes due to the Contributor except as agreed to and specified in mutual writing by the Contributor and Affiliate.
4.3.1.7 Prizes together with the monthly Statement shall be sent to the Contributor on or about the 15th of each calendar month of the Term, for the RE Points accrued in favor of the Contributor in the preceding calendar month minus any Prizes redeemed in that period.
4.3.1.8 Affiliate shall have the right to deduct RE Points already awarded to the Contributor against a subsequent award of RE Points; for any RE Points that were awarded in manifest error, or against any Accepted Deliverables that were later found to be infringing the Intellectual Property Rights of another party. Affiliate may reimburse the Contributor any RE Points previously deducted in manifest error. There shall be no other deductions or chargebacks from the RE Points, unless mutually agreed to by the Contributor and Affiliate in writing.
4.3.1.9 Affiliate hereby certifies that no part of the Contributor’s RE Points, Prizes, or any other consideration awarded hereunder shall, in any manner whatsoever, be passed on nor granted directly or indirectly to any Client, buyer, agent, or representative, or intermediary acting for or on behalf of, or subject to the control of any Client to which any of the Software Development Services are sold.
4.3.1.10 The Contributor and Affiliate hereby agree that the RE Points and Prizes paid shall be good and valuable consideration for the Contributor’s performance of its obligations under the Agreement.
4.3.1.11 The Contributor and Affiliate hereby agree and acknowledge that Affiliate may make payments of redeemed Prizes (where applicable) through bank transfer, Payoneer, or other such payment methods as the Affiliate shall deem appropriate from time to time.
4.3.2 Salaried Contributor Fee. For each calendar month of the Term the Contributor shall be awarded the number of RE Points as specified in the relevant corresponding section of the Service Contract, into their corresponding account on the Platform. Thereafter, Affiliate shall determine a Trigger date or event for redemption, at the Affiliate’s whole and sole discretion, from time to time and notify the Contributor when such Trigger has been set. Each Trigger so notified, shall also specify a Trigger Period as well as and how many Trigger Points are redeemable under that Trigger, both at the whole and sole discretion of Affiliate. Upon occurrence of a Trigger, the Trigger Points shall thereafter be redeemed by the Individual Contributor against Prizes in equal monthly installments of each calendar month during the Trigger Period. For the purposes of abundant clarity, following the notification of a Trigger, the Contributor shall have fully redeemed all of the corresponding Trigger Points awarded within that Trigger Period.
4.3.2.1 The Contributor shall not be due any RE Points or Prizes for any Triggers or Contributions of another Contributor, partner, or sales representative of Affiliate, nor shall the RE Points or Prizes be transferrable to any third party.
4.3.2.2 There shall be no deductions from RE Points or Prizes due to the Contributor except as agreed to and specified in mutual writing by the Contributor and Affiliate.
4.3.2.3 Prizes together with the Statement shall be sent to the Contributor on or about the 15th of each calendar month of the Term, for the RE Points accrued in favor of the Contributor in the preceding calendar month minus any Prizes redeemed in that period.
4.3.2.4 Affiliate shall have the right to deduct RE Points already awarded to the Contributor against a subsequent award of RE Points; for any RE Points that were awarded in manifest error. Affiliate may reimburse the Contributor any RE Points previously deducted in manifest error. There shall be no other deductions or chargebacks from the RE Points, unless mutually agreed to by the Contributor and Affiliate in writing.
4.3.2.5 Affiliate hereby certifies that no part of the Individual Contributor’s RE Points, Prizes, or any other consideration awarded hereunder shall, in any manner whatsoever, be passed on nor granted directly or indirectly to any Client, buyer, agent, or representative, or intermediary acting for or on behalf of, or subject to the control of any Client to which any of the Software Development Services are sold.
4.3.2.6 The Contributor and Affiliate hereby agree that the RE Points and Prizes paid shall be good and valuable consideration for the Contributor’s performance of its obligations under this Agreement.
4.3.2.7 The Contributor and Affiliate hereby agree and acknowledge that Affiliate may make payments of redeemed Prizes (where applicable) through bank transfer, Payoneer, or other such payment methods as Affiliate shall deem appropriate from time to time.
4.4 Partner Fee. As consideration for the Partner’s provision of the Partner Services, Affiliate shall create for the Partner an account on the Platform, which account shall be given RE Points that shall be redeemed against Prizes awarded by the Affiliate on the Platform from time to time. Thereafter, as specified in the corresponding Service Contract, the Partner shall either accrue the Fee (“Partner Fee”) on: (i) RE Points and Prizes basis in accordance with the rates specified in the corresponding Service Contract(s); (ii) in USD in accordance with all provisions hereof relating to the Fee; or (iii) some combination of sub-Sections i and ii herein.
4.4.1 As consideration for the Partner’s provision of the Partner Services, Affiliate shall create for the Partner an account on the Platform, which account shall be given “The Republic Experience” RE Points that shall be redeemed against Prizes awarded by Affiliate on the Platform from time to time.
4.4.2 For each calendar month of the Term the Partner shall be awarded the number of RE Points as specified in the relevant corresponding section of Service Contract, into their corresponding account on the Platform. Thereafter, Affiliate shall determine a Trigger date or event for redemption, at Affiliate’s whole and sole discretion, from time to time and notify the Partner when such Trigger date or event has been set. Each Trigger so notified, shall also specify a Trigger Period as well as how many of the Partner’s accumulated Trigger Points shall be redeemable under that Trigger, both at the whole and sole discretion of Affiliate. Upon occurrence of a Trigger, the Trigger Points shall thereafter be redeemed by the Partner against Prizes in equal monthly installments of each calendar month during the Trigger Period. For the purposes of abundant clarity, following the notification of a Trigger, the Partner shall have fully redeemed all of the corresponding Trigger Points awarded within that Trigger Period.
4.4.3 The Partner shall not be due any RE Points or Prizes for any Triggers, Partner Services, or Contributions of another partner, sales representative, or Contributor of Affiliate, nor shall the RE Points or Prizes be transferrable to any third party.
4.4.4 There shall be no deductions from RE Points or Prizes due to the Partner except as mutually agreed to and specified in writing by the Partner and Affiliate.
4.4.5 Prizes together with the Statement shall be sent to the Partner on or about the 15th of each calendar month of the Term, for the RE Points accrued in favor of the Partner in the preceding calendar month minus any Prizes redeemed in that period.
4.4.6 Affiliate shall have the right to deduct RE Points already awarded to the Partner against a subsequent award of RE Points; for any RE Points that were awarded in manifest error. Affiliate may reimburse the Partner any RE Points previously deducted in manifest error. There shall be no other deductions or chargebacks from the RE Points, unless mutually agreed to by the Parties in writing.
4.4.7 Affiliate hereby certifies that no part of the Partner’s RE Points, Prizes, or any other consideration awarded hereunder shall, in any manner whatsoever, be passed on nor granted directly or indirectly to any Client, buyer, agent, or representative, or intermediary acting for or in the behalf of, or subject to the control of any Client to which any of the Software Development Services are sold.
4.4.8 The Partner and Affiliate both hereby agree that the RE Points and Prizes paid shall be good and valuable consideration for the Partners performance of its obligations under the corresponding Service Contract and this Agreement.
4.4.9 Affiliate may make payments of redeemed Prizes (where applicable) through bank transfer, Payoneer, or other such payment methods as Affiliate shall deem appropriate from time to time.
5 Relationship with CrowdCraft
5.1 All dealings between Users, including posts, communications, screening, selection, and performance of the Services, shall remain between the Users, and not pertain to CrowdCraft. CrowdCraft shall not, in any way, supervise, direct, or control User or User’s interaction with other Users. CrowdCraft makes no representations about, and does not guarantee or warrant the quality, safety, or legality of, the User’s interaction with the Locations, the outcome of any Service Contracts executed by the User, the User’s interaction or communication with other Users; the truth or accuracy of any User’s posted content on the Locations; the qualifications, background, or identities of Users; nor does CrowdCraft promise to perform or endorse any background checks on the Users. The User hereby acknowledges and agrees that any information on the Locations about another User, including without limitation feedback, composite feedback, including a strength or risk score, geographical location is based solely on data that Users voluntarily submit to CrowdCraft, and shall not constitute nor be construed as an endorsement, verification, testimonial, or recommendation by CrowdCraft. The User’s execution of this Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and CrowdCraft.
5.2 COMMUNICATIONS FROM USER TO CrowdCraft - All notices to CrowdCraft or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: 1207 Delaware Ave 192, Wilmington, DE 19806, USA; or (c) in writing via email to [email protected] and shall be deemed effective upon receipt by CrowdCraft. CrowdCraft does not accept service of any legal process by email or mail; all such service should occur by hand delivery on CrowdCraft or its registered agent for service of process.
5.3 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS - CrowdCraft grants to the User a limited license to access and use the Locations for the purpose of using the Services. The User shall only access (or attempt to access) the Locations and/or Services by the interface provided, and the User shall not use information from the Locations or Services for any purposes other than the purposes for which it was made available. The User shall not use the Locations or the Services for offering any goods or services other than the Services. The User shall not do any of the following without CrowdCraft’s express prior written consent:
5.3.1 sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Locations or Services in any way for any public, political, or illegal purpose;
5.3.2 use any content of the Locations or Services on any other website or in a networked computer environment for any purpose except User’s own viewing;
5.3.3 frame or link to the Locations or Services;
5.3.4 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 Locations or the Services unless expressly permitted by applicable law;
5.3.5 access the Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Services;
5.4 Intellectual Property Rights - Save for the provisions of Section 5.4.1 hereunder, CrowdCraft and its licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Locations and the Services. The logos and names are trademarks of CrowdCraft and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Locations or the Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Agreement confers any license under any of CrowdCraft’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
5.4.1 All rights, titles, and interest in and to Intellectual Property Rights related in and to any Deliverables and Services submitted by a Seller/Freelancer to a Buyer on the Locations, pursuant to a Service Contract, shall remain with that Seller/Freelancer, until such Seller’s/Freelancer’s Account is credited with the corresponding Fees to such Deliverables/Services, upon which all such rights, titles, and interest in and to Intellectual Property Rights therein shall stand transferred exclusively to the Buyer. If the Buyer initiates a dispute on the corresponding Fees and wins such dispute, then all rights, titles, and interest in and to Intellectual Property Rights related in and to such refunded Deliverables and Services shall revert back to the Seller/Freelancer, and the Buyer shall no longer have any right to use those Deliverables/Services in any way whatsoever, without the written consent of the Seller/Freelancer.
5.4.2 The rightful owner of the Intellectual Property Rights, as determined in Section 5.4.1 shall have the right to (including without limitation) use, reproduce, distribute, create derivative works from, transfer, sell, license, and display the corresponding Deliverables/Services in any medium now known or later developed.
5.4.3 Originality Statement:The Seller/Freelancer hereby represents and warrants that all delivered Deliverables/Services are original and shall not infringe upon any third-party’s Intellectual Property Rights, and therefore the Seller/Freelancer maintains the full and complete right and authority to transfer such Intellectual Property Rights to the Buyer in accordance with Section 5.4.1 hereinabove.
5.4.4 Infringement Liability:CrowdCraft assumes no responsibility for any claims of Intellectual Property Rights infringement by third parties related to the Deliverables/Services delivered by the Seller/Freelancer. In the event of such a claim, the Seller/Freelancer shall be solely responsible for all legal and financial consequences arising from such infringement.
5.4.5 Acknowledgement and Agreement:By using the services of CrowdCraft, both the Seller/Freelancer and the Buyer hereby acknowledge and accept and agree that the transfer of Intellectual Property Rights is an essential part of the Service and the agreement between the Parties.
5.5 Independent Contractor Relationship - Nothing in this Agreement shall be construed to imply the User as an agent, representative, employee or officer of CrowdCraft, or of any other User. All Parties to this Agreement are independent contractors, with full control and authority over themselves and their own staff.
6 Miscellaneous Provisions
6.1 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE - The User shall not use any robot, spider, scraper, or other automated means to access the Locations for any purpose without CrowdCraft’s express written permission. The User shall not:
6.1.1 access the audiovisual content available on the Locations for any purpose or in any manner other than streaming;
6.1.2 take any action that imposes or CrowdCraft reasonably believes may impose (in CrowdCraft’s sole discretion) an unreasonable or disproportionately large load on the Locations’ infrastructure;
6.1.3 copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content the User has submitted to the Locations) from the Locations (“Content”), any software code that is part of the Locations, or any Services that are offered on the Locations without the prior express written permission of CrowdCraft and the appropriate third party, as applicable;
6.1.4 interfere or attempt to interfere with the proper operation of the Locations or any activities conducted on the Locations;
6.1.5 bypass any of CrowdCraft’s measures to prevent or restrict access to the Locations or any subparts of the Locations, including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Locations or the content therein;
6.1.6 transmit chain letters, or other unsolicited communications;
6.1.7 attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Locations;
6.1.8 collect, harvest, retain, forward, or use any personally identifiable information, including Account names, from the Locations;
6.1.9 access any Content on the Locations through any technology or means other than those provided or authorized by the Locations;
6.1.10 directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services; or
6.2 In addition to the aforementioned types of Content in Section 6.1 hereinabove, the User shall not post, upload, display or otherwise make available Content that, inter alia promotes, supports, represents, advocates, threatens, contains and/or condones:
6.2.1 any form of racism, bigotry, hatred or physical harm of any kind against any group or individual;
6.2.2 harassment or intimidation of another person;
6.2.3 requests money from, or is intended to defraud, other Users of the Service;
6.2.4 spam or solicits users of any other web/mobile application;
6.2.5 information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous, or otherwise objectionable;
6.2.6 an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs, images, audio or video files or links to them, or infringement of any other person’s Intellectual Property Rights, in any manner whatsoever;
6.2.7 video, audio photographs, or images of another person without his or her express permission (or in the case of a minor, the minor’s legal guardian);
6.2.8 restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
6.2.9 material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
6.2.10 provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
6.2.11 viruses, time bombs, trojan horses, cancelbots, worms, any invalid data or other harmful or malicious software code, or disruptive codes, components or devices, agent, hidden procedure, routine, or mechanism through or to the Locations or the Locations 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 the User 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 Locations or any other software, firmware, hardware, computer system, or network of CrowdCraft or any third party;
6.2.12 an impersonation of, or otherwise misrepresents affiliation, connection or association with, any person or entity;
6.2.13 provides information or data that the User does not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and Confidential Information);
6.2.14 disruption the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users’ ability to engage in real time exchanges; and
6.2.15 solicitation of passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission.
6.3 CrowdCraft reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates the provisions of this Section 6, including removing the offending communication from the Service and terminating or suspending the account of such violators.
6.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USER’S USE OF THE SERVICE IS ACCESSED AT THE USER’S OWN DISCRETION AND RISK, AND THE USER SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO THE USER’S DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF THE USER DOES NOT ACCEPT THIS LIMITATION OF LIABILITY, THEN SUCH USER SHALL NOT BE AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.
6.5 THIRD-PARTY VERIFICATION - The Locations makes available various services provided by third parties to verify the User’s credentials 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 shall not be deemed to be the stance, opinion, or belief of CrowdCraft. CrowdCraft neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Locations by anyone other than CrowdCraft’s authorized employees acting in their official capacities.
6.6 LINKS AND APPLICATIONS - The Locations may contain links to third-party websites. The Locations may also contain applications that allow the User to access third-party websites via the Locations. Such third-party websites are owned and operated by the third parties and/or their licensors. CrowdCraft does not warrant or guarantee access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. The User acknowledges and agrees that CrowdCraft is not responsible or liable for the availability or accuracy of third-party websites; or the content, advertising, or products on or available from third-party websites. The User shall access third-party websites by clicking on a link or installing an application at the User’s sole risk and discretion.
6.7 MOBILE AND OTHER DEVICES - When using the Locations, the User hereby acknowledges, affirms and agrees that the User’s carrier’s normal rates and fees, such as text messaging and data charges, shall still apply.
6.8 SITE UPDATES - CrowdCraft may from time to time in its sole discretion develop and provide Location and/or Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. The User agrees that CrowdCraft does not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. The User shall promptly download and install all Updates and acknowledges and agrees that Services or portions thereof may not work properly should the User fail to do so. The User further agrees that all Updates shall be subject to the terms of the T&Cs, unless otherwise provided in terms associated with such Update. CrowdCraft reserves the right, at any time, to modify, suspend, or discontinue Services or any part thereof without notice. The User agrees CrowdCraft shall not be liable to the User or any third party for any modification, suspension, or discontinuance of Services or any part thereof.
6.9 CONFIDENTIALITY - Unless otherwise specified in the Agreement, all information exchanged during the course of the Agreement (“Confidential Information”) shall be regarded as confidential between the Parties and shall not be disclosed to any unauthorized person or used by the recipient other than for the purpose to which it relates. Any authorized disclosure to another person(s) shall be on the same terms as to confidentiality as contained in this clause. Parties hereby agree to make available Confidential Information only to those of their employees who need to have access to it for the purposes of this Agreement and to obligate such employees correspondingly to the extent legally permissible.
6.9.1 If, for the purposes of this Agreement, a Party discloses any Confidential Information to its employees, it shall notify such employees of the confidential nature thereof and make all necessary efforts and take all precautions to bind such employees to keep the Confidential Information strictly confidential.
6.9.2 During and after the tenure of this Agreement if any Confidential Information is received by a Party under or by virtue of this Agreement the same shall be maintained in the strictest of confidence and trust.
6.9.3 The obligation of confidentiality and limited use shall survive termination of this Agreement and continue even after the termination or expiry of this Agreement.
6.10 WARRANTY DISCLAIMER - The Locations and the Services are provided “as is” and on an “as available” basis. CrowdCraft makes no express representations or warranties with regard to the Locations, the Services, or any activities or items related to this Agreement. CrowdCraft makes no warranty that the Services will meet the User’s specific requirements or be available on an uninterrupted, secure, or error-free basis. To the maximum extent permitted by applicable law, CrowdCraft disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to the User.
7 Limitation of Liability and Indemnifications
7.1 Limitation of Liability - The Parties agree that CrowdCraft shall not be liable for any damages or losses arising out of or in connection with the Agreement, including, but not limited to:
7.1.1 The User’s use of or inability to use the Locations or Services;
7.1.2 delays or disruptions in the Locations or Services;
7.1.3 viruses or other malicious software obtained by accessing, or linking to, the Locations or Services;
7.1.4 glitches, bugs, errors, or inaccuracies of any kind in the Locations or Services;
7.1.5 damage to the User’s hardware device from the use of the Locations or Services;
7.1.6 the content, actions, or inactions of third parties’ use of the Locations or Services;
7.1.7 a suspension or other action taken with respect to the User’s Account;
7.1.8 the User’s reliance on the quality, accuracy, or reliability of profiles, statistics, calculations, predictions, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Locations; and
7.1.9 the User’s need to modify practices, content, or behavior as a result of changes to the Agreement.
7.2 The User hereby acknowledges, affirms, and confirms that the User is fully aware that there is a risk of receiving dissatisfactory Services/Deliverables and submitting Fees through the Service, and therefore the User shall be fully liable for any resultant perceived losses. The User’s use of the Services is at the User’s whole and sole discretion and risk, and therefore the User shall have no claims whatsoever against CrowdCraft, its Affiliates, licensors, and third-party service providers for any of the foregoing.
7.3 The liability of CrowdCraft, its Affiliates, licensors, and third-party service providers to the User for any claim arising out of or in connection with this Agreement shall not exceed the aggregate Service Charges paid by the User in the preceding twelve months such claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to the User.
7.4 RELEASE - The User hereby releases CrowdCraft, its Affiliates, and CrowdCraft’s respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute that the User may have with another User, whether it be at law or in equity.
7.5 INDEMNIFICATION - The User shall indemnify, defend, and hold harmless CrowdCraft, our Affiliates, and CrowdCraft’s respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by the User, a third party, or another User against an Indemnified Party relating to: (a) use of the Locations and the Services by User, including any payment obligations incurred through use of the Services; (b) the User’s failure to comply with the Agreement; (c) User’s failure to comply with applicable law(s) and/or regulation(s), including without limitation any tax liabilities and penalties assessed thereof; (d) User’s negligence, willful misconduct, or fraud; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by the User. Additionally, in no event shall CrowdCraft, its Affiliates, licensors, or third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.
8 Term and Termination
8.1 The Agreement come into full force and effect on the later of the Effective Date or upon registration of an Account in the User’s name and shall remain in valid and if force for the duration of the User’s use of the Locations or Services, unless otherwise terminated earlier in accordance with the provisions of this Agreement. Unless both Parties expressly agree otherwise in writing, either Party may terminate this Agreement in its sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. User may provide written notice to [email protected].
8.2 In the event of termination, the User’s right to use the Locations shall be automatically revoked, and Account shall be closed; however, the User shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to CrowdCraft for any Services availed up to the date of termination. Termination of this Agreement for any reason shall not release the User or CrowdCraft from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
8.3 Without limiting CrowdCraft’s other rights or remedies, it may temporarily suspend, indefinitely suspend, or permanently revoke the User’s access to the Locations and refuse to provide any or all Services to the User if: (i) the User breaches the letter or spirit of any terms and conditions of this Agreement; (ii) CrowdCraft suspects or becomes aware that the User provided false or misleading information to CrowdCraft; or (iii) CrowdCraft believes, in its sole discretion, that the User’s actions may cause legal liability for CrowdCraft, its other Users, or its Affiliates; may be contrary to the interests of the Locations or the User community; or may involve illicit activity. If the User Account is suspended or closed, the User may not use the Services under the same Account or a different Account or reregister under a new Account without CrowdCraft’s prior written consent. If the User attempts to use the Location(s) under a different Account, CrowdCraft reserves the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by the User to the extent permitted by applicable law.
8.4 Without limiting CrowdCraft’s other rights or remedies, if the User engages in actions or activities that circumvent the Locations or otherwise reduce amounts owed CrowdCraft or its Affiliates under the Agreement, the User shall pay CrowdCraft, and authorize CrowdCraft or its Affiliate to charge the User, for all amounts owed to CrowdCraft and its Affiliates, all losses and costs (including any and all time expended of CrowdCraft’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such amounts. In addition, violations of the Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
8.5 If the User Account is closed for any reason, the User shall no longer have access to data, messages, files, and other material pertaining to the closed Account kept on the Locations. If practicable or required by law, CrowdCraft shall retain this information for a period of up to five years from the date of closure. However, the User understands, acknowledges, agrees, and affirms that any closure of the User Account may involve deletion of any content stored in the User’s Account for which CrowdCraft shall have no liability whatsoever.
8.6 Except as otherwise required by applicable law, CrowdCraft shall notify the User closing the Account, unless it believes, in its sole judgment, that giving notice may cause damage. The Parties acknowledge and agree that the value, reputation, and goodwill of the Locations depend on transparency of User’s Account status to all Users, including both the User and other Users who have interacted and/or communicated with the User. The User therefore agrees as follows: IF CROWDCRAFT DECIDES TO SUSPEND OR CLOSE THE ACCOUNT, CROWDCRAFT HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE INTERACTED AND/OR COMMUNICATED WITH THE USER TO INFORM THEM OF THE USER’S SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR THE ACCOUNT SUSPENSION OR CLOSURE.
8.7 SURVIVAL - After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of Fees/Service Charges, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
9 Dispute Resolution/Governing Law
9.1 DISPUTE PROCESS AND SCOPE - For any and all disputes arising between the Parties, and/or CrowdCraft’s Affiliates the Parties agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, or the Services (each, a “Claim”) in accordance with this Section 9. For the purposes of abundant clarity, Claims include, without limitation, all claims, disputes, or controversies arising out of or relating to the Agreement, any payments or monies the User claims are due to them from CrowdCraft or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, termination, discrimination or harassment and claims arising under statutes or regulations addressing the same or similar subject matters, and all other legal claims arising out of or relating to the Parties’ relationship with one another, or the termination of that relationship. The Parties agree that any Claim, that has not been successfully resolved through informal dispute resolution under Section 9.3 hereunder, must then proceed to adjudication of the Claim in court, in accordance with the specifications of this Section 9.
9.2 CHOICE OF LAW - This Agreement, and any Claim, and any resulting court adjudication thereof shall be governed by and construed in accordance with the laws of State of Delaware without regard to its conflict of law provisions.
9.3 INFORMAL DISPUTE RESOLUTION –Prior to serving a court summons/complaint for court adjudication of a Claim, the User shall first notify CrowdCraft of the Claim at Attn: Legal, 1207 Delaware Ave 192, Wilmington, DE 19806, USA or by email to [email protected], and CrowdCraft agrees to attempt and seek informal resolution of the Claim, in good faith. All Notice from User shall include the User’s name, pertinent account information, a brief description of the Claim, and contact information, to enable CrowdCraft to evaluate the Claim and attempt to informally and quickly resolve the Claim. Any Notice from CrowdCraft to the User must include pertinent account information, a brief description of the Claim, and CrowdCraft’s contact information, enable the User to evaluate the Claim and attempt to informally and quickly resolve the same. In the event that the Parties have not successfully informally resolved the claim within 15 days from the date of the receipt of the Notice, the Parties shall proceed with the Claim to court adjudication in accordance with Section 9.4 hereunder.
9.4 ARBITRATION - In the unlikely event the Parties are unable to resolve a Claim within 15 days of the receipt of the applicable Notice, the User, CrowdCraft, and its Affiliates agree to resolve the Claim by arbitration of the Claim in accordance with the American Arbitration Association’s issued Commercial Arbitration Rules, in force at the time, through one arbitrator that shall be mutually selected by the Parties. The seat of arbitration shall be in Wilmington, Delaware, and the language of the court proceedings shall be English, and the arbitrator’s determination of the Claim shall be final and binding on the Parties.
9.5 INTERPRETATION AND ENFORCEMENT OF THE ARBITRATION PROVISION - The Jurisdiction provision in Section 9.4 above is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Jurisdiction provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of the Arbitration Provision in Section 9.4 hereinabove, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. The Parties expressly agree that the arbitrator shall decide any question of whether the Parties agreed to adjudicate, including but not limited to any claim that all or part of this Agreement or any other part of the T&Cs is void or voidable.
10 General Provisions
10.1 ENTIRE AGREEMENT - This Agreement sets forth the entire agreement and understanding between the User and CrowdCraft relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Agreement are included for ease of reference only and have no binding effect. Even though CrowdCraft has drafted the Agreement, the User represents that they had ample time to review and decide whether to agree to the Agreement. If an ambiguity or question of intent or interpretation of the Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring the Parties because of the authorship of any provision of the Agreement.
10.2 MODIFICATIONS - No modification or amendment to the Agreement shall be binding upon CrowdCraft unless in a written instrument signed by a duly authorized representative of CrowdCraft. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles.
10.3 NO WAIVER - Notwithstanding anything to the contrary in this Agreement, the failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, signed by a duly authorized representative of such Party.
10.4 ASSIGNABILITY - User shall not assign any of its rights or obligations hereunder, for any reason whatsoever. CrowdCraft may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection shall be null and void.
10.5 SEVERABILITY - If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability 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.
10.6 FORCE MAJEURE - Neither Party shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such Party shall be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 30 days, either Party shall have the right to terminate this Agreement upon submitting written notice of termination to the other Party.
10.7 PREVAILING LANGUAGE AND LOCATION - The English language version of the Agreement and shall be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Locations are controlled and operated from our facilities in USA. CrowdCraft makes no representations or warranties that the Locations are appropriate or available for use in other locations. Those who access or use the Locations from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, and local laws and regulations.