Effective Date: July 03, 2017
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Bowdaa Technologies FZE (“Bowdaa”, “Company”, “we,” or “us”) and, to the extent expressly stated, our affiliates.
You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.bowdaa.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our affiliates (collectively, the “Site”), all services, applications and products that are accessible through the Site and our mobile applications that link to or reference this agreement (“Site Services”) whether provided by us or our affiliates.
This Agreement and other Policies may be in effect and modified by us from time to time (collectively, with this Agreement, the “Terms of Service”).
The Terms and Conditions are available at www.bowdaa.com/terms/.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT ACCEPT THE AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.
It is important to read and understand all our policies as they provide the rules for trading on the site. In addition, there may be specific policies or rules that apply, and it is your responsibility to check our terms and policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our site.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Bowdaa Technologies FZE.
“Customer” means any authorized User utilizing the Site to seek or obtain Services and/or to acquire the Goods from a Vendor.
“Confidential Information” any information provided to, or created by, a User for a Contract or to perform or assist in performing Vendor Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.
“Engagement” means an engagement that a Customer provides to a Vendor under the Service or Sale Contract on the Site.
“Vendor Fees” means: (i) the fee agreed between a Customer and a Vendor; and (ii) any payments made by a Customer to a Vendor.
“Vendor Services” means all services performed for or delivered to Customers by Vendors.
“Hourly Contract” means a Contract for which Customer is charged based on the hourly rate set by the Vendor.
“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 country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to us, a bank account linked to user`s account, a PayPal account, a debit card, or such other method of payment we may accept from time to time in our sole discretion.
“Service Contract” means, as applicable, the contractual provisions between a Customer and a Vendor governing the Vendor Services to be performed by a Vendor for Customer for an engagement.
“Sale Contract” means, as applicable, the contractual provisions between a Customer and a Vendor governing the acquiring of the Goods to be supplied by a Vendor for Customer.
“Sale price” means a price for acquiring of the Goods to be supplied by a Vendor for Customer under a Sale Contract on the Site.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to us.
“Vendor” means any authorized User utilizing the Site to advertise, provide or sale Services and/or Goods to Customers.
“Work Product” or “Goods” means any tangible or intangible results or deliverables that Vendor agrees to create for, or actually delivers to Customer as a result of performing the Vendor Services or Sale Contract, including, but not limited to, services, goods, designs or other information, and any intellectual property developed in connection therewith.
1. DIGITAL SIGNATURE
By registering for an account on the Site (an “Account”), or by clicking to accept the Terms and Conditions when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account.
2. SITE ACCOUNTS
2.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account.
To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms and Policies; (b) be financially responsible for your use of the Site and the purchase or delivery of Vendor Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law.
We reserve the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in our sole discretion.
You represent that you are not: (i) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to OFAC (Office of Foreign Assets Control) sanctions countries in accordance with the law of UAE or other sovereign country sanctions or embargoes. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
2.2 ACCOUNT REGISTRATION AND PROFILE
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Vendor, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users.
You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Customer Account and one Vendor Account without express written permission from us.
2.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business, if it is a separate legal entity. You authorize us, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law.
When requested, you must provide us with information about you and your business.
2.4 FEEDBACK SYSTEM
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site. You acknowledge and agree that feedback results for you, including your Success Score (“SS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users.
We do not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that we do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. We are not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
3. SCOPE OF THE SITE AND ONLINE SERVICES
The Site is an online marketplace where Customers and Vendors can identify each other and advertise, buy, and sell Vendor Services and Goods online.
We provide the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service and Sale Contracts, using payment and delivery services.
If Users agree on terms for Vendor Services, a Service Contract is formed directly between such Users. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
If Users agree on terms and the price of the Goods a Sale Contract is formed directly between such Users. When a User enters a Sale Contract, the User uses the Site to engage, communicate, invoice and pay online.
WE DO NOT PROVIDE ANY SERVICES AND NOT SELL ANY GOODS ON THE WEBSITE ON OUR OWN BEHALF.
A VENDOR AND A CUSTOMER ENTER INTO CONTRACTUAL OR OTHER RELATIONSHIP USING THE SITE ON THEIR OWN BEHALF AND ACTING AS INDEPENDENT CONTRACTORS.
WE ARE NOT A PARTY TO ANY SALE OR SERVICE CONTRACT BETWEEN THE CUSTOMER AND THE VENDOR, THE FORMATION OF THE CONTRACT BETWEEN THEM WILL NOT, UNDER ANY CIRCUMSTANCE, CREATE CONTRACTUAL OR AN EMPLOYMENT OR OTHER RELATIONSHIP BETWEEN US AND ANY USER.
3.1 CONTRACTUAL RELATIONSHIP BETWEEN СUSTOMER AND VENDOR
You acknowledge and agree that we are not a party to any Contracts between the Customer and the Vendor, and that the formation of the Contract between them will not, under any circumstance, create contractual or an employment or other service relationship between us and any User.
Users agree that the terms concerning the Contract described on the Site, including fees, price, rates, hours, and milestones, form part of the Service or Sale Contract.
Users agree to obtain the consent of the other before making changes to the Contract by adding additional or different milestones or making other changes to the Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Contract or accept such changes by continuing to work on the Service Contract.
You expressly acknowledge, agree, and understand that:
(a) the Site is merely a venue where Users may act as Customers and/or Vendors;
(b) the Site is not a party to any Contracts between Customers and Vendors;
(c) you are not an employee of us, and we do not, in any way, supervise, inspect, direct or control the Vendor, Vendor Services or Vendor's Goods;
(d) we will not have any liability or obligations under or related to Contracts for any acts or omissions by a Customer or a Vendor;
(e) we have no control over Services offered or rendered by Vendors; and
(F) WE MAKE NO REPRESENTATIONS AS TO THE RELIABILITY, CAPABILITY, OR QUALIFICATIONS OF ANY VENDOR OR THE QUALITY, SECURITY, OR LEGALITY OF ANY VENDOR SERVICES OR QUALITY OF VENDOR'S GOODS AND WE DISCLAIM ANY AND ALL LIABILITY RELATING HERETO.
3.3 USER FUNDS
You may have positive funds in your Account if you have prepaid for fees or charges or for services to be provided to you via the Website. If you are a Vendor, you may have positive funds if you have successfully completed a project, or sold an item, and funds have been released to you.
USERS ARE NOT ENTITLED TO ANY INTEREST OR OTHER EARNINGS FOR FUNDS THAT ARE IN YOUR ACCOUNT.
We may receive interest on funds held by us in our operating accounts from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.
Subject to the User contracts, the Customer makes a payment, which will be locked from the Customer's account and cannot be claimed by the Vendor until:
1. the Vendor and Customer agree that the funds can be claimed by the Vendor;
2. if there is a dispute, the Vendor and Customer have concluded the Dispute Resolution Process and the Dispute is resolved in the Vendor's favour;
3. the Customer instructs us to pay a Vendor for services performed by the Vendor in respect of any project; or
4. the Customer acknowledges that the Vendor has completed the Sale Contract fully and satisfactory.
If we have not received any instructions or dispute from a Customer or Vendor in respect of a payment within six months or any other reasonable length of time after the day that the payment was paid and the Customer has not logged into their account during that time, the payment will be unlocked and released back to the Customer.
You agree to indemnify and (to the maximum extent permitted by law) hold us and any of our affiliates harmless against any damages or liability you may suffer as a result of using the payments and/or Dispute Resolution Services.
4. PAYMENT TERMS
4.1 SERVICE FEE
The fees to use the Site Services and payment processing fees are paid solely by the Vendor.
When a Customer pays a Vendor, or when funds related to a Contract are otherwise released to a Vendor we will credit the Vendor Account for the full amount paid or released, and then subtract and disburse to us a service fee and in the amount (the “Service Fee”) specified below:
Vendors are charged a processing fee on all payments. The fee is assessed any time we charge the Vendor's payment method and will show up as a separate item on transaction history and payment receipt. The fee is calculated as a percentage on top of the payment.
VENDOR AGREES TO PAY IN FULL THE SERVICE FEE AND PAYMENT PROCESSING FEES. CUSTOMER AGREES TO PAY IN FULL DELIVERY SERVICES.
4.2 MEMBERSHIP FEES
Vendors may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Vendor Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.
4.3 FINDING ENGAGEMENTS
A Customer and a Vendor are obligated to use the Site to pay and receive payments for Service or Sale Contract if they identified each other through the Site, as detailed in Non-Circumvention Section, below.
4.4 DISBURSEMENTS TO VENDORS
We disburse funds that are payable to a Vendor for the Engagement (less any applicable our fees) to Vendor within 5 days after the Vendor Fees are due and payable from Customer (or for amounts less than $100, within 25 days after the Vendor Fees are due and payable from Customer).
Vendor agrees that it will not receive interest or other earnings on the funds held by us prior to disbursement to Vendor. For Service Contracts all funds become payable to Vendors following the expiration of 5-days security period.
For Sale Contracts, the Vendor Fees are due and payable to Vendors within 5 days following the expiration of 15-days security period. Any funds that are payable to a Vendor for the Engagement (less any applicable our fees) may not be disbursed to a Vendor earlier than a delivery of Services or Goods is made.
Except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site, we may hold the disbursement of the Vendor fees.
Additionally, we may also hold the disbursement of the Vendor fees if: (a) we require additional information, such as Vendor's tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Vendor Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service or Sale Contract, this Agreement; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.
In cases of fraud, abuse, or violation of the Agreement or our Policies, we reserve the right to revoke any payments and hold all Vendor Fees due to Vendor (not just the Vendor Fees from the Service or Sale Contract(s) under investigation) unless prohibited by applicable law.
In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Customer if you are a Vendor.
You agree that we have the right to obtain such reimbursement, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for revocation of your access to the Site.
A CUSTOMER SHOULD CHOOSE CAREFULLY. NO REFUND WILL BE MADE IF A CUSTOMER CHANGE HIS MIND AFTER PURCHASE. NOTHING IN THIS AGREEMENT AFFECTS YOUR CONSUMER RIGHTS.
The Customer irrevocably agrees that Service Contract payments to the Vendor are non-refundable.
We are not responsible for any consequential or incidental damage resulting from the sale or use of any merchandise bought on the Site.
It is Consumer responsibility:
(i) To understand product guarantees, origin, storage, expiry and the method of use PRIOR to making any purchase; and
(ii) To request a receipt from the Vendor and ensure that the details on the receipt are correct. Receipts should be kept for Customer's records; and
(iii) To ensure that he understands all of the details of the purchase and warranties.
Customer acknowledges and agrees that we will charge Customer’s designated Payment Method for the Vendor Fees:
(a) for Service Contracts, upon Customer’s acceptance and approval of the Vendor Services, and (b) for Sale Contracts; and
(b) on the 15th day after the day when the goods were delivered to a Customer.
We will credit the Vendor`s Account for the due amount paid, and then subtract and disburse to us the Service fee.
Therefore, and in consideration of the Site Services provided by us, Customer agrees that once we charge the Customer’s designated Payment Method for the Service Fees as provided in this Agreement, this charge is non-refundable. A Customer may claim a Vendor for a refund or replacement if the Vendor agrees to make refund and the purchased item:
(i) Has a fault that wouldn’t normally have been detected at the time they bought it (hidden faults); OR
(ii) Is not the same as described by the Vendor or does not match the sample that they were shown; OR
(iii) Is not suitable for the Customer’s intended use as described by the Vendor before it is delivered to the Customer.
To be eligible for a refund, the item must be totally unused, in the same condition that the Customer received it. If 7 days have gone by since the Customer`s receive, the Vendor can’t offer a refund or exchange.
The Customer is obliged to provide a proof of hidden faults, dissimilarity or non-suitability purchase. The funds will be received by the Customer via the same payment method(s) that the Customer used to make the original payment to the Vendor.
Notwithstanding the above-mentioned, the Customer irrevocably agrees that if the Customer receives a refund then 10% restocking fee, our Service fee, transfer fees, the costs of shipping and return shipping will be deducted from the Customer's refund and are non-refundable.
If the Vendor agrees to make a refund under the Sale Contract, the funds will be received by the Customer via the same payment method(s) that the Customer used to make the original payment to the Vendor.
If the Vendor does not agree to make a rightful refund under the Sale Contract, we will suspend and close the Vendor`s Account on our Site. We shall not be liable to the Customer for any refund as a result of the Vendor`s disagreement to make such refund.
We shall not in any event be liable to the Сustomer under or in connection with this Agreement for any other indirect, special, incidental, consequential or economic loss whatsoever.
We may refund funds to Users irrespective of whether a User has requested funds be refunded if we are required by law or consider that we are required by law to do so or the User made a duplicate payment in error.
To the extent permitted by applicable law, Customer therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Vendor Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of the 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 Customers through the Website, as well as any processing or any other fees whatsoever incurred by us on those chargebacks and reversals. If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable request to refund funds back to you or chargebacks, we may suspend, limit or close your Account.
Either Customer or Vendor has the right to terminate the Service or Sale Contract in the event of a material breach, or with the consent of the other party. Except as required by law, Customer remains obligated to pay the Vendor fees for any Service Contract provided prior to termination of the Contract.
THE CUSTOMER MAY REVOKE OR CANCEL THEIR SERVICE CONTRACT ANY TIME. THEREFORE, ANY PAYMENTS MADE TO THE VENDOR UPON CUSTOMER’S ACCEPTANCE OF THE VENDOR SERVICES, PAYMENT PROCESSING FEES, TRANSFER FEES AND SERVICE FEES ARE NON-REFUNDABLE.
THE CUSTOMERS HAVE A 24-HOUR GRACE PERIOD TO REVOKE OR CANCEL THEIR SALE CONTRACT FROM THE DAY OF ITS COMMENCING ONLY IF THE DELIVERY WAS NOT MADE. THEREFORE, ANY SUBTRACTED AND DISBURSED FUNDS FROM VENDOR`S ACCOUNT AS SERVICE AND TRANSFER FEES ARE NON-REFUNDABLE.
A Customer is charged a fee for payment processing and administration as described below:
However, either Customer or Vendor has the right to terminate a Contract at any time with the consent of the other party or in the event of a material breach. If a Contract is terminated, Customer does not have the right to refund any delivery costs, services and transfer fees as well as payments already released to Vendor for the engagement.
THE FUNDS WILL BE RECEIVED BY THE CUSTOMER VIA THE SAME PAYMENT METHOD THAT THE CUSTOMER USED TO MAKE THE ORIGINAL PAYMENT TO THE VENDOR.
4.8 PAYMENT METHODS
Users are charged a fee for payment processing and administration.
In order to use certain Site Services, Customer must provide account information for at least one valid Payment Method.
Customer hereby authorizes us to run credit card authorizations on all credit cards provided by Customer and to charge Customer’s credit card (or any other Payment Method).
All credit/debit cards detail and personally identifiable information will NOT be stored, sold, shared, rented or leased to any third parties.
Visa and MasterCard credit/debit card in AED, PayPal accounts and, if applicable, bank accounts in most countries will be charged.
When Customer authorizes the payment of the Vendor fees for a Contract on the Site, Customer automatically and irrevocably authorizes and instructs us to charge Customer’s Payment Method for the Vendor's fees.
By providing Payment Method information through the Site, Customer represents, warrants, and covenants that: (a) Customer is legally authorized to provide such information; (b) Customer is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Customer’s use of such Payment Method(s) or applicable law.
When Customer authorizes a payment using a Payment Method via the Site, Customer 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 Customer’s Payment Method(s), Customer is solely responsible for paying such amounts by other means.
If User make a payment, the details you are asked to submit will be provided directly to our payment provider via a secured connection.
The cardholder must retain a copy of transaction records and our policies and rules. Multiple shipments/delivery may result in multiple postings to the User’s monthly statement.
4.9 FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in AED and USD.
If Customer’s Payment Method is denominated in a currency other than AED and requires currency conversion to make payments in AED, the Site may display foreign currency conversion rates that we, other affiliates currently make available to convert supported foreign currencies to AED.
These foreign currency conversion rates adjust regularly based on market conditions.
We and other affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the user account.
4.10 PRODUCT PRICING POLICY
All prices on the Site are inclusive of legally applicable VAT (if any).
As we process your order, we will inform you by e-mail or by posting a message as soon as possible if any products you order turn out to be unavailable and you will not be charged for those products.
Please note that unless otherwise stated on the Site, delivery estimates are just that. They are not guaranteed delivery times and should not be relied upon as such.
Some items on our Site may be mispriced.
We will not verify Vendor's pricing when processing your order and before we take payment.
If a Customer have made a mistake and an item's correct price is higher than Vendor's price on the Site, the Customer may either contact Vendor before dispatch to correct price or cancel the order.
UNLESS EXPRESSLY INDICATED OTHERWISE, WE ARE NOT THE MANUFACTURER OF THE PRODUCTS SOLD ON THIS SITE.
While we work to ensure that any product information on our Site is correct, actual product packaging and materials may contain more and different information to that displayed on our Site, ingredients may also change.
All information about the product on our Site is provided for information purposes only.
We recommend that you do not rely solely on the information presented on our Site. Please, contact a Vendor directly, always read information and warnings with the product before making any order.
WE ACCEPT NO LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS BY VENDORS, MANUFACTURERS OR OTHER THIRD PARTIES.
Customer may be subject to import duties and taxes, which are levied once the item reaches the specified destination. Any additional charges for customs clearance must be borne by Customer; we have no control over these charges. Customs policies vary widely from country to country, so a Customer should contact his local customs office for further information.
Additionally, please note that when ordering from the Site, the Customer may be considered as the importer and must comply with all laws and regulations of the country in which the Customer is receiving the item.
FOR ANY SERVICES OR GOODS LISTED ON THE SITE, WE DO NOT GUARANTEE ANY SPECIFIC RATES OR PRICES. IN ADDITION, PRICES MAY BE UPDATED DAILY OR WEEKLY AND DISPLAYED IN YOUR PREFERRED CURRENCY USING PREVAILING CONVERSION RATES.
FURTHERMORE, WE MAKE NO GUARANTEES FOR AVAILABILITY OF PRICES OR DISCOUNTS ADVERTISED ON OUR SITE. LISTED PRICES AND/OR DISCOUNTS MAY HAVE QUALIFICATIONS OR RESTRICTIONS SET UP BY A VENDOR.
You acknowledge and agree that a substantial portion of the compensation we receive for making the Site available to you is collected through the Service Fee described in Section 4.1 and 4.2 (“Service and Membership Fees”).
We only receive this Service Fee when a Customer and a Vendor pay and receive payment through the Site.
Therefore, for 6 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Our relationship”).
6 INTELLECTUAL PROPERTY RIGHTS
If Vendor has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Customer by Vendor, Vendor hereby automatically, upon Vendor’s receipt of full payment from Customer, unconditionally and irrevocably grants to Customer during the term of such rights, an exclusive, even as to Vendor, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.
If Vendor has any rights to such Work Product that cannot be assigned or licensed, Vendor hereby automatically, upon Vendor’s receipt of payment from Customer, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Customer or related to Customer’s customers, with respect to such rights, and will, at Customer’s request and expense, consent to and join in any action to enforce such rights.
If payment is made only for partial delivery of work product, the grant described herein applies only to the portion of work product delivered.
7 WORKER CLASSIFICATION
Customer is responsible and assumes all liability for determining whether Vendors are independent contractors or employees and engaging them accordingly; we disclaim any liability for such determination or the related Engagement. This Agreement do not create a partnership or agency relationship between Users. Vendor does not have authority to enter into written or oral (whether implied or express) contracts on behalf of us.
8. OUR RELATIONSHIP
WE ARE NOT A PARTY TO THE DEALINGS BETWEEN CUSTOMER AND VENDOR, INCLUDING POSTS, PROPOSALS, SCREENING, SELECTION, CONTRACTING, AND PERFORMANCE OF VENDOR CONTRACTS.
We do not, in any way, supervise, direct, or control Vendor or Vendor’s work. We will not provide Vendor with training or any equipment, labor, or materials needed for a particular Contract. We do not provide the premises at which the Vendor will perform the work.
We make no representations about, and does not guarantee the quality, safety, or legality of, the Vendor Services; the truth or accuracy of Vendor`s listings on the Site; the qualifications, background, or identities of Users; the ability of Vendor to deliver the Vendor Services or Goods; the ability of Customers to pay; or that a Customer or Vendor can or will actually complete a transaction.
We do not deduct any amount for withholding, unemployment or other taxes for Customer or Vendor, each of which is solely responsible for all tax returns and payments required to be filed with or made to any state tax authority in any nation with respect to Vendor’s performance and Customer’s acceptance.
9. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM 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 YOU.
10. LIMITATION OF LIABILITY
We are 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:
● your use of or your inability to use our Site or Site Services;
● delays or disruptions in our Site or Site Services;
● viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
● glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
● damage to your hardware device from the use of the Site or Site Services;
● the content, actions, or inactions of third parties’ use of the Site or Site Services;
● a suspension or other action taken with respect to your account;
● your reliance on the quality, accuracy, or reliability of postings, user profiles, ratings, recommendations, and feedback, or metrics found on, used on, or made available through the Site; and
● your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement.
ADDITIONALLY, IN NO EVENT WILL WE, OUR AFFILIATES, OUR LICENSORS, OR OUR 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.
You will indemnify, defend, and hold harmless us, our affiliates, and our 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 you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Contract entered into by you or your agents, including, but not limited to, the classification of a Vendor as an independent contractor; the classification of us as an employer or joint employer of Vendor; any employment-related claims; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
12. AGREEMENT TERM AND TERMINATION
This Agreement as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services.
Unless both you and us expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation.
Termination of this Agreement and/or closing of your Account will not relieve Customer of the requirement to pay for Vendor Services performed prior to the Effective Date of the termination or thereafter for any Contracts executed before termination of this Agreement, which fees and expenses, Customer hereby authorizes us to charge to its Payment Method.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect.
13. GOVERNING LAW
Any dispute or claim arising out of or in connection with this Agreement shall be governed and construed in accordance with the laws of UAE, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14. ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and us relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof.
15. NO WAIVER
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 will 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.
User may not assign this Agreement, or any of its rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles).
We may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void.
If and to the extent any provision of this Agreement or the other Terms 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.
18. FORCE MAJEURE
The parties to this Agreement will not 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 will 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 60 days, either the party may give to the other a 30-day notice of termination.
19. CONTACT US
Our address is:
Block B, Techno Hub, Dubai technology entrepreneur Centre,
Silicon Oasis, Dubai, UAE,
PO Box: 5586,