This User Agreement (this “Agreement”) explains the terms under which you can use the XYZ Circle.com website and any web or mobile services or applications (collectively, the “Site”) offered by XYZ Circle (“XYZ Circle”). Your use of the Site after the effective date this agreement was posted on XYZ Circle will signify that you have read, understand, accept, agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless a later date is otherwise stated. Please check the Site often for updates. Capitalized terms not defined in this Agreement have the meanings given those terms on the Site.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.
By accessing the Website, you agree to the following terms with XYZ Circle.
We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website, without notice to you.
The Website is an online venue where Users buy and sell Seller Services and items. Buyers and Sellers must register for an Account in order to buy or sell Seller Services and/or items. The Website enables Users to work together online to complete and pay for Projects, buy and sell items and to use the services that we provide. We are not a party to any contractual agreements between Buyer and Seller in the online venue, we merely facilitate connections between the parties.
We may, from time to time, and without notice, change or add to the Website or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if any error occurs in the information on the Website or if that information is not current.
The Site is a channel where our Members use both our marketplace and our platform for online work. Clients and Freelancers become Members when they open XYZ Circle Accounts pursuant to the Account Agreement. As Members, they use the Site directory and job board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Job terms, and enter into Member Contracts between each other. Once two Members enter a Member Contract, they use the Site to collaborate, manage, and deliver their work.
Before using the Website, you must read the whole User Agreement, the Website policies and all linked information.
You will not use the Website if you:
All free user accounts are associated with individuals. Login credentials should not be shared by users with others. The individual associated with the account will be held responsible for all actions taken by the account, without limitation.
Subject to your local laws, a person under 18 can use an adult's account with the permission of the account holder. However, the account holder is responsible for all actions taken by the account, without limitation.
Users may provide a business name or a company name, which is associated with the User's Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
A company, corporation, trust, partnership or other non-individual corporate entity may be a User subject to an eligible corporate account which pays corporate subscriptions.
We may, at our absolute discretion, refuse to register any person or entity as a User.
You cannot transfer or assign any rights or obligations you have under this agreement without prior written consent.
project Owner and Freelancer acknowledge and agree that when Freelancer accepts a Job awarded by the project Owner, project Owner and Freelancer will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to their Job as described in the next subsection titled “Relationship Agreements”; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Job terms awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Freelancer and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms. code of Conduct.
Safe payment helps provide transparency on the platform. It is a shared account that is funded by the Employer before starting work. When Safe Payment is funded, the Freelancer can feel confident that funds are available, and the Employer feels secure that work can be reviewed before making the payment. XYZ Circle did not pay the freelancers .
Safe payment helps provide transparency on the platform. It is a shared account that is funded by the Employer before starting work. When Safe Payment is funded, the Freelancer can feel confident that funds are available, and the Employer feels secure that work can be reviewed before making the payment. XYZ Circle did not pay the freelancers At the time of ordering a service, employers must provide funds equivalent to the total service price. The payment is protected by XYZ Circle and or other its affiliates Payment System. Only release the payment once you are 100% happy with the work that has been delivered. (Status of the project change from in process to complete).
XYZ Circle is not a party to the dealings between Project Owner and Freelancer, including posts, proposals, screening selection contracting, performance of Freelancer Services and payment for a Job. XYZ Circle does not introduce Freelancers to Project Owner or help Freelancers find Jobs. XYZ Circle merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Project Owner for themselves and to enable Project Owner to identify and determine the suitability of Freelancers for themselves. XYZ Circle may sort proposals to enable Project Owner to more easily navigate and choose which Freelancers to contact or collect a several circles of talented freelancers if the project needs specific experiences and determine special requirements to be completed.
XYZ Circle does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Freelancer Services, the truth or accuracy of Job listings, the qualifications, background, or identities of Members, the ability of Freelancers to deliver Freelancer Services, the ability of Project Owner to pay for Freelancer Services, or that a Client or Freelancer can or will actually complete a transaction. But in the same time in case of un satisfaction of delivery or mismanagement from freelancer’s side, XYZ Circle guarantee to refund or deduct from freelancers’ fees. XYZ Circle Guarantee only the control of the freelancer’s timelines and methods of delivery in accurate milestones through a monitoring application download from both sides project owner and freelancers observed by the project owner and XYZ Circle admin team.
XYZ Circle is not required to and may not verify any information given to us by Freelancers or Project Owner, nor does XYZ Circle perform background checks on Freelancers or Project Owner. .
YOU HEREBY ACKNOWLEDGE AND AGREE THAT XYZ Circle MAY PROVIDE INFORMATION ABOUT A FREELANCER OR Project Owner, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT FREELANCER OR CLIENT SUBMITS TO XYZ CIRCLE, AND XYZ CIRCLE PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT OR RECOMMENDATION BY XYZ Circle .
Project Owner and Freelancer acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Member Contract. Project Owner and Freelancer therefore appoint XYZ Circle as a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, XYZ Circle by the Member Contract. Project Owner and Freelancer further agree that XYZ Circle has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as XYZ Circle in our sole discretion deems necessary. No Agency, Partnership or Joint Venture.
This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and XYZ Circle, except and solely to the extent expressly stated in the Terms of Service.
Project Owner and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to XYZ Circle upon request. Nothing in this subsection shall be construed as requiring XYZ Circle to supervise or monitor Freelancer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.
While using the Website, you will not attempt to or otherwise do any of the following:
1. post content or items in inappropriate categories or areas on our Websites and services;
2. infringe any laws, third party rights or our policies, such as the code of Conduct;
3. fail to deliver payment for services delivered to you;
4. fail to deliver Seller Services purchased from you;
5. circumvent or manipulate our fee structure, the billing process, or fees owed to XYZ Circle;
6. post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
7. take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website);
8. transfer your XYZ Circle account (including feedback) and Username to another party without our consent;
9. distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
10. distribute viruses or any other technologies that may harm XYZ Circle, the Website, or the interests or property of XYZ Circle users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
11. download and aggregate listings from our website for display with listings from other websites without our express written permission, "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorization;
12. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Website;
13. copy, modify or distribute rights or content from the Website or XYZ Circle 's copyrights and trademarks; or
14. harvest or otherwise collect information about Users, including email addresses, without their consent.
15. use XYZ Circle to facilitate money exchange including, but not limited to, cryptocurrency (e.g. bitcoin, Ethereum, etc.).
We charge fees for certain services, such as introduction fees for Projects, listing upgrades and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on
our schedule of Fees and Charges
, which we may change from time to time and will update by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post a temporary promotional event or new service on the Websites, or as notified through promotional correspondence.
Unless otherwise stated, all fees are quoted in United States Dollars
Regarding the Tax fees, you are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided.
Depending on your residency or location, you may be subject to certain ad valorem or other taxes on certain fees that we charge. These taxes will be added to fees billed to you, if applicable. Fees & Charges.
You may ask for a refund at any time for any funds that you have paid into your Account except if the amount to refund relates to a Milestone Payment subject to refund policy or relates to fees or charges payable to us.
If the amount the User has asked to refund relates to: (1) a Milestone Payment subject to refund policy, the Dispute Resolution Process may be followed; or (2) our fees and charges, the process set out in the Clause "Disputes with Us" must be followed.
If we agree to the refund, the funds will be received by the User via the same payment method(s) that the User used to make the original payment to us.
We may refund funds to Users irrespective of whether a User has requested funds be refunded if: (1) we are required by law or consider that we are required by law to do so; (2) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (3) we refund funds to the User in accordance with any refund policy specified by us from time to time; (4) we find out that the original payment made by the User is fraudulent; (5) the User made a duplicate payment in error; or (6) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.
You can request a refund by using our customer support website or emailing us at email@example.com. Once you have made a Milestone Payment subject to refund policy, you expressly agree to use the dispute resolution process in this agreement, expressly agree to be bound by its ruling and expressly agree not to initiate any chargeback request with your card issuer.
If you initiate any chargeback request or other "Request for Information" or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.
If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.
If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.
Your first withdrawal of funds earned may be delayed for up to fifteen days for security and fraud purposes.
Subsequent withdrawals may be delayed for up to fifteen days where our fraud prevention policies require a delay.
We may impose a minimum withdrawal amount for funds earned. This is set out in our schedule of Fees and Charges. The maximum you can withdraw per month is $10,000 unless otherwise specifically agreed with support.
We may require you to be Freelancer Verified before you can withdraw funds from your XYZ Circle Account, irrespective of whether or not a delay has been enforced. You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud and Know Your Customer policy, as outlined in the section on "Identity / Know Your Customer" sections of this agreement.
A chargeback (being a challenge to a payment that a User files with their card issuer or financial institution), and any subsequent reversal instruction, is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow such instructions.
You acknowledge and agree that we will be entitled to recover any chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Buyers through the Website, as well as any processing or any other fees whatsoever incurred by us on those chargebacks and reversals.
You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors). If you initiate any chargeback request or other "Request for Information" or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.
User Accounts that have not been logged into for a period of time will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the User's profile, portfolio storage, listing in directories, promotion of your profile on the Website and elsewhere, provision of the Hire ME service, file storage, message transmission, general administrative matters and message and other storage costs.
The length of the period and the amount of the maintenance fee is set out in our schedule of Fees and Charges
We reserve the right to close an Inactive Account.
We reserve the right to close an account with nil or negative funds.
We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
if we determine that you have breached, or are acting in breach of this User Agreement;
if you under-bid on any Project in an attempt to renegotiate the actual price privately, to attempt to avoid fees;
if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;
if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
you do not respond to account verification requests;
you do not complete account verification when requested within 3 months of the date of request;
you are the subject of a United Nations, Australian, EU, USA or other applicable sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
to manage any risk of loss to us, a User, or any other person; or
for other reasons.
If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to US$3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.
If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.
If we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
XYZ Circle offers Milestone Dispute Resolution Services to Users who have elected to use the Milestone Payment feature. You agree and acknowledge that: (i) XYZ Circle is not providing legal services; (ii) XYZ Circle will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on XYZ Circle for any such counsel.
In the event of a dispute between a Buyer and a Seller regarding a return or release of Milestone Payments, either Buyer or Seller may elect to use the Milestone Dispute Resolution Services offered by XYZ Circle as set out in our refund policy. The Buyer and Seller will then be notified that the matter will be addressed through Milestone Dispute Resolution Services.
You agree to indemnify and (to the maximum extent permitted by law) hold XYZ Circle and any of our affiliates harmless against any damages or liability you may suffer as a result of using the Milestone Payments and/or Milestone Dispute Resolution Services.
XYZ Circle will respond to disputes initiated by a Seller or a Buyer in accordance with the Milestone Dispute Resolution Services as set out in this clause and the refund policy and in relation to disputes that arise in relation to the provision of the venue, and the hosting of the Website by XYZ Circle as set out in the clause entitled Disputes with Us, along with the approach to disclosing information in relation to chargebacks set out in clauses 19 and 21 of this agreement.
If a dispute arises between you and XYZ Circle, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution, emailing us at firstname.lastname@example.org.
For any claim, XYZ Circle may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If XYZ Circle elect’s arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that XYZ Circle will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against XYZ Circle must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, XYZ Circle may recover its legal fees and costs (including in-house lawyers and paralegals), provided that XYZ Circle has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
You agree that you will not pursue any claims arising under this User Agreement on a class or other representative basis and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, XYZ Circle will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
XYZ Circle 's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Some of the Websites will display rates in the local currency of that Website, in addition to the actual amount. These rates are based on a conversion from the originating currency using indicative market exchange rates. You understand and agree that these rates are only indicative, and the amount specified in the origin currency is the actual amount.
As a convenience service, you may withdraw funds from the Website in another currency. If you wish to do so, you will be quoted an exchange rate which will be available for the time specified, which you may choose to accept. We may charge a fee for effecting the currency conversion transactions. This fee will be embedded within the rate provided to you and the currency exchange will be settled immediately.
We reserve the right to reject any request for a conversion of currency at any time.
You are responsible for all risks associated with converting and maintaining funds in various available currencies, including but not limited to the risk that the value of these funds will fluctuate as exchange rates change, which could result in decreases in the value of your funds in aggregate. You must not use (or attempt to use) the Website to engage in speculative trading, which could result in substantial losses. We are not a financial services provider.
All information included on the Website in respect of currency conversion is general information only. Use of currency conversion is at your own risk. Currency conversions are final and irreversible.
You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s) (e.g. quality, communication etc.) together with any composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the XYZ Circle feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.
Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Seller Services via the Website. You may not use your Seller or Buyer feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than a website operated by XYZ Circle or its related entities, without our written permission.
Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a Project, Contest, item listed, user or service being performed on the Website.
We may display advertisements or promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by XYZ Circle or third-party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.
Communication with other users on the Website must be conducted through the text, audio and or video chat functionality, along with message boards, public clarification boards, Project message board, direct message sending, and other communication channels provided on the Website.
You must not post your email address or any other contact information (including but not limited to Skype ID or other identifying strings on other platforms) on the Website, except in the "email" field of the signup form, at our request or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a User, you must only communicate with Users via the Website. You must not, and must not attempt to, communicate with other Users through any other means including but not limited to email, telephone, Skype, ICQ, AIM, MSN Messenger, WeChat, SnapChat, GTalk, GChat or Yahoo.
In relation to video chat and audio chat, any terms agreed to between any Users must be confirmed in writing using the chat or direct message function.
XYZ Circle may use information such as your name, location, display or username, and or your image, in relation to the provision messaging services on the Website or in the mobile apps.
We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud, regulatory compliance, risk management and other related purposes.
We may display your company or business name, logo, images or other media as part of the XYZ Circle Services and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing.
You acknowledge that we may use the public description of your Projects and the content of your profile information on the Website for marketing and other related purposes.
You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate, affiliates, or any other third party to act as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf.
Such affiliates may include, without limitation, PayPal, Bank account merchant name and/ or one of our holding group or affiliates.
Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent's negligence and/or acts beyond the authority given by XYZ Circle.
Subject to and conditioned on compliance with this Agreement and the other Terms of Service and Site Policies, XYZ Circle grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of XYZ Circle or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by XYZ Circle. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by XYZ Circle. XYZ Circle and our licensors retain all their right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. XYZ Circle logos and name are trademarks of XYZ Circle and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of XYZ Circle or any third party’s Intellectual Property Rights, whether by estoppel, implication or otherwise.
When you post User Content on the Site, you represent and warrant that you have the right, power and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant and covenant that you are the owner of all the copyright rights to such User Content and that XYZ Circle may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
You retain all your ownership rights in any User Content you post on XYZ Circle. You also grant to XYZ Circle and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and XYZ Circle’s (and our successors’ and Affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service.
Notwithstanding the foregoing paragraph, XYZ Circle will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you.
The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant XYZ Circle and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place XYZ Circle under any fiduciary or other obligation, that your Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, XYZ Circle does not waive any rights to use similar or related ideas known or developed by XYZ Circle or obtained from sources other than you.
Unauthorized Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of XYZ Circle and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including without limitation features that prevent or restrict use or copying of any content or
enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or to the Site or the Site software, that is designed to cause to cease functioning, disrupt, disable, harm or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system or network of XYZ Circle or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy.
You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on XYZ Circle’s part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
XYZ Circle is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
IN THE EVENT OF A DISPUTE BETWEEN YOU AND XYZ Circle AND/OR AN AFFILIATE, NEITHER YOU NOR XYZ Circle, OUR AFFILIATES, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF XYZ Circle, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) $1,000; OR (B) ANY FEES RETAINED BY XYZ Circle WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTY AS A CLIENT OR FREELANCER DURING ONE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR 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 THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that XYZ Circle is not a party to any contract between Project Owner and Freelancer, you hereby release XYZ Circle, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns 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 you have with another Member, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Project owner by a Freelancer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members will be through XYZ Circle to apply all rights reservations and respect all users. YOU HEREBY WAIVE ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources.
You must also, at our request, provide copies of identification documents (such as your passport or driver's license). We may also ask you to provide photographic identification holding your identification together with a sign with a code that we provide as an additional identity verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills.
We reserve the right to close, suspend, or limit access to your Account, the Website and/or Freelancer Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.
We reserve the right to update your particulars on the website in order to match any identity documentation that has been provided. Disbursements such as wire transfers from the website may only be made to the beneficiary matching your provided identity documents and account information.
If you are not Freelancer Verified you may not be able to withdraw funds from your XYZ Circle Account, and other restrictions may apply. See the Know Your Customer and Identity Verification Policy for more details.
We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction, this will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or act against you to recover those funds.
We may, in our sole discretion, place a limit on any or all the funds in your Account (thereby preventing any use of the funds) if:
we believe there may be an unacceptable level of risk associated with you, your Account, or any or all your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
we believe that the beneficiary of the payment is someone other than you;
we believe that the payment is being made to a country where we do not offer our Service; or
we are required to do so by law or applicable law enforcement agencies.
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favor, we may remove the funds from your Account. We may also place a limit on your account in circumstances where we suspect you of fraudulent or other unacceptable behavior, while we investigate any such matter.
You agree to defend, hold harmless and indemnify XYZ Circle, our Affiliates, and our respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable attorneys’ fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, including : (a) any payment obligations incurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, including by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, including financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement; (vi) obligations to a Freelancer, including payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this User Agreement and the Terms of Service, including but not limited to all costs incurred in conjunction with any interpleader which EEC may enter into ; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification shall not extend to the gross negligence or willful misconduct of an Indemnified Party.
You will indemnify us (and our officers, directors, agents, subsidiaries, joint ventures and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Website and Freelancer Services.
In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.
You must immediately notify us upon becoming aware of any unauthorized access or any other security breach to the Website, your Account or the Freelancer Services and do everything possible to mitigate the unauthorized access or security breach (including preserving evidence and notifying appropriate authorities). Your User Account is yours only, and you must not share your password with others. You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.
We cannot and do not confirm each User's purported identity on the Website. We may provide information about a User, such as a strength or risk score, geographical location, or third-party background check or verification of identity or credentials. However, such information is based solely on data that a User submits, and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation. We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.
You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Users
Legal notices will be served or to the email address you provide to XYZ Circle during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to XYZ Circle must be given by registered ordinary.
This Agreement will be governed in all respects by laws. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved, then you and Freelancer irrevocably submit to the non-exclusive jurisdiction of the courts of our region.
The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.
This Agreement will be governed in all respects by laws. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved, then you and Freelancer irrevocably submit to the non-exclusive jurisdiction of the courts of our region.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
XYZ Circle reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend or terminate our service(s) and or user account(s), suspend or ban access to our services, remove any content, and to take any and all technical or legal steps to ban users.
Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include:
1. use of our services for any illegitimate or non bona fide purpose
2. creating problems with other users or potential legal liabilities
3. infringing the intellectual property rights of third parties
4. acting inconsistently with the letter or spirit of any of our policies
5. abuse of any staff members including inappropriate or unreasonable communications
6. abuse or poor performance in the Preferred XYZ Circle Program
7. any attempt to use XYZ Circle 's platform or services for any objectionable purpose
The Website is a dynamic time-sensitive Website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading or mislabeled or deceptively labelled accidentally by us or accidentally or purposefully by a third party.
Our Services, the Website and all content on it are provided on an 'as is', 'with all faults' and 'as available' basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
1. the Website or any Seller Services or XYZ Circle Services;
2. the accuracy, reliability, availability, veracity, timeliness or content of the Website or any Seller Services or XYZ Circle Services;
3. whether the Website or Seller Services or XYZ Circle Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
4. whether defects in the Website will be corrected;
5. whether the Website, the Seller Services or the XYZ Circle Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Website, Seller Services or XYZ Circle Services;
6. any third-party agreements or any guarantee of business gained by you through the Website, Seller Services or XYZ Circle Services or us; or
7. the Website, Seller Services or XYZ Circle Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
To every extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.
In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
1. any indirect, special, incidental or consequential damages that may be incurred by you;
2. any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
3. any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Website.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 (Cth) and relevant state fair trading legislation.
To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the XYZ Circle services again or the payment of the cost of having the XYZ Circle services supplied again.
This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and XYZ Circle agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. XYZ Circle will continue to perform those services necessary to complete any open Job or related transaction between you and another Member; and without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or XYZ Circle 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. Those Site Policies necessary to implement the foregoing survive termination of this Agreement for any reason. Any termination of an Account will automatically lead to the termination of all related Team Accounts, and upon any termination of a Team Account, XYZ Circle may terminate any or all related Accounts and Team Member Accounts. Without limiting XYZ Circle’s other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your User access, Account or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, other parts of the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or XYZ Circle or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without XYZ Circle’s prior written consent. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. We will notify you if we cancel your Account, unless we believe, in our sole judgment, that giving notice might cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if applicable law requires such notification. You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IF XYZ Circle SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, XYZ Circle HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
When your Account is terminated for any reason, you will no longer have access to data, messages, files and other material you keep on the Site. If practicable, XYZ Circle will retain this information along with all your previous posts and proposals for a period of one year from the date of termination, to give you ample time to institute an appeal our decision. If you appeal our decision through that process within one year, XYZ Circle will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, XYZ Circle may delete your information including data, messages, files and other material you keep on the Site.
By visiting or using the Site, you are deemed to have executed this Agreement electronically, effective on the date you visit the Site. Visiting the Site constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement. Unless you otherwise indicate in writing to Customer Support, XYZ Circle and Affiliates will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when XYZ Circle sends it to the email address you have provided to XYZ Circle on the Site or when XYZ Circle posts such communication on the Site. You must keep your email address updated on the Site, and you must regularly check the Site for postings. Without limiting XYZ Circle’s other rights under this Agreement, if you fail to respond to an email message from XYZ Circle regarding a violation, dispute or complaint within two Business Days, XYZ Circle has the right to terminate or suspend, in our sole discretion, your Job or your Account.
Under the authority of Brmaja for Information Technology company, is the provider of the electronic commercial service on the Site. Members are notified, via the Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact XYZ Circle to resolve a complaint regarding any aspect of service relating to the Site by writing to the attention of Customer Support at the above address or contact us through Customer Support.
All notices to XYZ Circle or Affiliates intended to have a legal effect must be in writing and delivered.
via email to email@example.com
All such notices are deemed effective upon documented receipt by XYZ Circle.