Montlina Terms of Use

Montlina, Inc. (“Montlina”) allows individuals and entities to access and use the Montlina Platform under this Terms of Use Agreement (this “Agreement”). The Montlina Platform includes all websites associated with Montlina (including all domains and sub-domains of www.montlina.com), all application programming interfaces (APIs), and all applications and communication tools provided by Montlina. All individuals and entities that access the Montlina Platform to manage labor services (“Clients”) and all individuals and entities that access the Montlina Platform to provide labor services (“Freelancers”) are collectively referred to as “Users”. A User may be a Client or a Freelancer, or both. By accessing or using the Montlina Platform, you become a User and you and any organization you are authorized to represent hereunder (collectively “you”) accept the terms and conditions of this Agreement and agree as follows:

Nature of the Platform

Montlina is a software company that has created a proprietary electronic platform to connect Users. The Montlina Platform is a venue that creates efficiencies in managing and delivering labor and services by allowing Users to match their respective needs. The initial User that creates an account on the Montlina Platform (“Account”) is initially designated as the administrator of such Account (“Administrator”). No User may have a profile in more than one Account. Montlina is not a service company providing services through Freelancers and does not employ any Freelancers in any country. Freelancers that provide services to Clients are doing so as independent contractors in the country where the Freelancer is domiciled. No Freelancer will perform services through the Montlina Platform outside of the country where that Freelancer is domiciled. Montlina’s role consists solely of providing access to and use of the Montlina Platform to all Users and CauseEngine is not a party to any interactions between a Client and a Freelancer. Except to the extent, if any, that Montlina serves as a communications platform between Clients and Freelancers and disburses payments from Clients to Freelancers, Montlina does not take part in the interaction between Clients and Freelancers except to the extent necessary to facilitate the completion of any project. Montlina does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Assignment delivered by Freelancers, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Montlina makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested, undertaken and/or provided by Users.

To use the Website, you must complete the registration process. You agree that the registration information you provide is accurate, complete and current. You further agree to promptly update that information to keep it accurate, complete and current. If you register on behalf of a business entity or other organization, you represent and warrant that you have the authority to provide the information required and to bind the organization to the ToS. You acknowledge and agree that Montlina, in its sole discretion, may suspend or discontinue your, and refuse any and all current and future, access to or use any portion of this Montlina Platform at any time without notice to you.

Once you have registered, you will receive or will be able to create or input a user ID and password. You are responsible for maintaining the confidentiality of your user ID and password. You are solely responsible for all actions or activities that occur on the Website or any Montlina server, computer, system, hardware, network, cloud or software connected to or through the Website performed on or through your Montlina account during any time period in which your user ID is logged in to the Website, whether or not expressly authorized by you. You agree not to disclose your password to any third party (except to any agent, representative or third-party service provider). You and we acknowledge and agree that Montlina shall have no liability to you or any other person for acts or omissions made or committed by any agent, representative or third-party service provider while such person is using your account. Unless you promptly and expressly notify Montlina in writing to the contrary (including notification of unauthorized account access or theft), you hereby represent to Montlina that any individual or entity (i) to whom you may at any time grant authorization to use your Montlina Account, or (ii) who contacts Montlina by email or otherwise and indicates that it is acting, or purports to act, on your behalf or with your authorization, has been granted valid authorization by you to access and use your Montlina account for all purposes as to which such individual or entity uses or seeks to use you CauseEngine account.

Montlina disclaims all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorized use of your user ID or password. You agree to notify us immediately of any such unauthorized use or any other actual or suspected breach of security. Access to and use of the Website is not authorized by any other person or entity using your user ID and you are responsible for preventing such unauthorized use. Individuals and entities whose privilege to use the Montlina Platform has previously been terminated by Montlina may not register for the Website, nor may you designate any of those individuals to use your user ID on your behalf.

If you become aware of any unauthorized use of, loss or theft of your username, password, PIN, or other account information or credentials, you should immediately inform us at contact@montlina.com.

Eligibility, Representations and Warranties

By registering to use, and by using, the Montlina Platform, you represent, warrant, and covenant that:

you (if you are an individual) are at least 18 years of age, can form legally-binding contracts, and (if applicable) are the authorized representative of the entity that is entering into this Agreement;
your agreement to and performance under this Agreement, including any Assignments (as defined below) that you accept, do not and will not violate any other agreement to which you are a party;
you will only register to use, and use the Montlina Platform, for the intended uses of the Montlina Platform described herein;
you will not directly or indirectly solicit, recruit or engage as employees or contractors any Clients, Freelancers, or other User’s, including by using any other electronic platform that seeks to connect independent contractors with companies or individuals looking to engage independent contractors, except as expressly permitted by this Agreement or by Montlina in writing;
for the duration of your registration on the Montlina Platform and for a period of two years thereafter (or, if such time period is too long to be enforceable in your jurisdiction, the longest period of time that is enforceable), you will not contact or solicit any User for the purpose of circumventing the services available through the Montlina Platform;
if, during the duration of your registration on the Montlina Platform or during the two-year period thereafter (or, if such time period is too long to be enforceable in your jurisdiction, the longest period of time that is enforceable) you engage in any capacity, outside of the permitted protocol of the Montlina Platform and in contravention of the terms of this Agreement, an individual to whom you were introduced through the Montlina Platform, you will be required to pay to Montlina a fee equal to 25% of the total compensation you pay that person in the twelve-month period following such initial engagement;
you have and will maintain, at all times, adequate insurance coverage (including general liability coverage and Freelancers’ compensation coverage) as required by applicable law;
you possess the skill sets, experience, and expertise and, if you are an individual, the good character, described in your User profile;
if you accept an Assignment, you are performing that work as an independent contractor;
you are free from control and direction of any other User when performing an Assignment; and
you are customarily engaged in an independently established trade, occupation or business that is similar to the service you provide in an Assignment.
you are not prohibited by law from accessing the Montlina Platform or have been previously banned, terminated or otherwise denied access to the Website.
you are not acting on behalf of a person whose access to the Montlina Platform has been previously terminated or otherwise denied by us.
you will not impersonate or spoof the identity of another user of the Website, any employee, agent or representative of Montlina or any other person, otherwise mislead Montlina as to your identity or financial status or condition, or attempt to do the same.
you will not use any materials, data or content or distribute any content in competition with Montlina or to its detriment in any way.

User Account

CauseEngine shall have the right to terminate your ability to access and use the CauseEngine Platform, including closing your Account, for any reason or no reason, at any time without notice.

At your request, CauseEngine will close your Account by disabling all future use of such Account. However, you understand and agree that CauseEngine may retain any information associated with your Account to the extent that CauseEngine is required to retain such information as required by applicable law or to report such information to third parties, including law enforcement authorities or other federal, state, municipal, provincial, territorial or local taxing authority.

Proprietary Platform and Intellectual Property Rights

The CauseEngine Platform is proprietary to CauseEngine. Except with respect to content uploaded to the CauseEngine Platform by you (“User Content”), as between you and CauseEngine, CauseEngine has sole and complete ownership of the CauseEngine Platform, all content thereon and all intellectual property rights therein. As such, you will not (1) create or operate any platform, site or business that is based in whole or in part on the processes or content on the CauseEngine Platform, without the prior written consent of CauseEngine; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the CauseEngine Platform without prior written consent from CauseEngine; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the CauseEngine Platform; or (4) injure the CauseEngine Platform in any way, including through the creation or deployment of any virus or corrupted data or copying the CauseEngine website or hindering the functioning of the CauseEngine Platform. Subject to your agreement with and continued compliance with this Agreement, CauseEngine hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the CauseEngine Platform that you are authorized and eligible to use and access. This limited license is revocable by CauseEngine at any time without notice and with or without cause. All rights not expressly granted by the CauseEngine are reserved.

In addition, you further agree that any information or content that you may upload or input to the CauseEngine Platform will not be information or content that:

Is commercial or promotional in nature, including marketing or solicitations for funds or business, without the prior written authorization of CauseEngine;
Constitutes junk mail, unsolicited commercial messages (“spam”), chain letters, pyramid schemes or the like;
Is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, is racially, ethnically, religiously or otherwise objectionable, or otherwise violates the legal rights of others or capable of giving rise to legal action whether against you or CauseEngine or any affiliate or a third party (in each case under any applicable law) or that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint;
You do not have the right to make available under any law or under contractual or fiduciary relationships or obligations (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party

You hereby grant CauseEngine a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your User Content for any purpose in connection with the CauseEngine Platform. CauseEngine has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to CauseEngine for its internal business purposes, including without limitation for research and marketing, product enhancement and statistical analysis. CauseEngine has the right to access your location via your mobile device and provide such information to actual or potential Clients and other Users of the CauseEngine Platform.

CauseEngine has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to the CauseEngine Platform that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement, (2) may create liability for CauseEngine or its Users, or (3) may cause CauseEngine to be in breach of its agreements with third-party service providers, including its internet service providers.

CauseEngine may share the information in your account with any other User who has added you to their network on CauseEngine.

No User shall issue any press release, marketing material or client reference concerning the services provided hereunder without the consent of CauseEngine. No party to this Agreement shall, without first obtaining the written consent of the other parties, advertise or publish the fact that the parties have contracted with each other or otherwise use the other party’s name, logos, or trademarks in any advertisement, publicity or other publication.

By using the CauseEngine Platform you agree that the CauseEngine may use your personal information, including User Content, as set forth in the CauseEngine Privacy Policy, which can be found here https://beta.causeengine.com/pages/privacy and which is incorporated into this Agreement by reference. By your continued use of the CauseEngine Platform, you acknowledge and agree that CauseEngine and its service providers will not be liable for any harm or damage you may experience by transmitting or submitting personal or confidential information to CauseEngine by e-mail or other electronic communications or via the CauseEngine Platform.

Third Party Websites, Vendors and Content

As a service to its Users, the CauseEngine Platform may include links to vendors that provide various services including, but not limited to, consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in his or her sole discretion and at his or her sole expense, elect to acquire and include in his or her User profile. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act. CauseEngine does not require such information with respect to any User, and does not control (and shall not be liable for) how a Client may use or disclose such information included in User profiles. CauseEngine expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the CauseEngine Platform. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance and is done at your sole risk. CauseEngine expressly disclaims any and all liability for a User’s posting of such information in his or her User profile, or for any other User’s reliance on such self-reported User information, and you expressly release CauseEngine for any liability associated with such posting and reliance.

The CauseEngine Platform may contain links to third party websites and may use certain third-party application program interfaces (APIs). Any such link is provided only as a convenience. CauseEngine has no control over any such other websites, the contents thereof or the products and/or services offered. The existence of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by CauseEngine of any third party website, any content or information contained therein or the products and/or services offered. You should also be aware that the terms and conditions of such website and the website’s privacy policy may be different from those applicable to your use of the CauseEngine Platform. You should read such terms and conditions and privacy policies carefully before using any such third party website. Your access to and use of such linked websites is governed by the Terms of Service and privacy policies of those sites, and shall be at your own risk. CauseEngine disclaims all responsibility for the privacy policies and customer information practices of third-party Internet websites hyperlinked from the CauseEngine Platform. You acknowledge and agree that CauseEngine is not responsible or liable for the quality, availability, continuity or non-interruption, accuracy, completeness, truth, sufficiency, nature, reliability or content of such websites or resources, any third party content or information nor the accuracy, timeliness or suitability of the information that may be linked to the CauseEngine Platform or to a site that is linked to the CauseEngine Platform, whether the link is provided by CauseEngine or by a third party, or your use of or inability to use such website. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHTS RELATED TO, AND RELEASE THE RELEASED PARTIES FROM AND AGAINST, ANY LIABILITIES ARISING FROM OR RELATED TO THE CONTENTS OF ANY THIRD PARTY WEBSITE.

Certain portions of the CauseEngine Platform, including information on businesses, companies or entities, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the “Third-Party Content”) are the sole responsibility of the person(s) who originated such Third-Party Content and CauseEngine does not control such content, does not investigate or validate such Third-Party Content and is under no obligation to monitor such Third-Party Content; provided that CauseEngine reserves the right at all times (but will not have an obligation) to remove any Third-Party Content in its sole discretion. By using this Third-Party Content, you understand that you may be exposed to content that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that CauseEngine makes no representations or warranties regarding the Third-Party Content and is not responsible or liable in any manner for the Third-Party Content or the conduct, whether online or offline, of any user. You should independently evaluate and verify all Third-Party Content.

The APIs of certain third-party websites and applications may be used to process and store your information and/or to provide services to you through the Website. While we have taken precautions to vet these third-party APIs, we cannot fully control their security protocols and procedures. By using the CauseEngine Platform, you consent to the use, collection and storage of your information by these third-party websites and APIs, strictly to the extent necessary to provide the functions and services in which you actively participate on the CauseEngine Platform. For further understanding of how your information is used by CauseEngine, please refer to our Privacy Policy

No Warranty

CauseEngine does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. CauseEngine cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Freelancer to fulfill its obligations under an Assignment, or the ability or willingness of any Client to fulfill its obligations with respect to an Assignment including that Client’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any other User and that User’s suitability with respect to an Assignment including such User’s ability to provide payment in a timely manner. CauseEngine’s website may contain links to websites operated by third parties: These links are for convenience only and CauseEngine is not responsible for their content, privacy policies nor is the link an endorsement of any linked material. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CAUSEENGINE PLATFORM, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE CAUSEENGINE PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. CAUSEENGINE HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CAUSEENGINE DOES NOT WARRANT AS TO, OR GUARANTEE, THE ADEQUACY, SUFFICIENCY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE CONTENT OR THE WEBSITE AND CAUSEENGINE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, MISLEADING STATEMENTS OR INTERRUPTIONS THEREIN. CAUSEENGINE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES TO YOU OR ANY THIRD PARTY, AND ANY WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AS TO MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM COMPUTER VIRUS OR THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS OR SUFFICIENCY OF INFORMATION WITH RESPECT TO THE WEBSITE OR THE CONTENT. CAUSEENGINE AND ITS VENDORS, CONTENT PROVIDERS OR SERVICE PROVIDERS ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS IN OR DELAY OR INABILITY TO ACCESS, THE WEBSITE OR CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CAUSEENGINE OR THROUGH THE WEBSITE OR THE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

Covenant Not to Sue & Limitation of Liability

You acknowledge and agree that CauseEngine shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Freelancer’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against CauseEngine, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User.

IN NO EVENT WILL CAUSEENGINE BE LIABLE FOR LOSS OF REVENUE OR PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE CAUSEENGINE PLATFORM OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF CAUSEENGINE, THAT CAUSEENGINE’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY CAUSEENGINE FOR THE ASSIGNMENT, AND ONLY THAT ASSIGNMENT, THAT CAUSED SUCH LIABILITY.

Legal Compliance

You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, and other individual rights in using the CauseEngine Platform. You may not post content on or communicate through the CauseEngine website in violation of any applicable law, nor require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.

Fairness; Responsible Communications and Representations

The CauseEngine Platform is designed to be an interactive platform between Users. When using the CauseEngine Platform, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the CauseEngine Platform shall be unlawful, defamatory, threatening or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.

Assignments and Payments

The Client will post an Assignment with a specific payment in United States (U.S.) dollars associated with the satisfactory completion of the work stipulated in such Assignment. All such payments are stated inclusive of all sales, use, value added and similar taxes and no such tax amount shall be charged in addition to specified payments. The Client may select the Freelancers that may view such Assignment. Any selected Freelancer may choose to accept or reject such Assignment, negotiate the payment for the work in such Assignment, or negotiate the timing and means in which the work is completed. All negotiations are between the Client and the Freelancer and do not involve CauseEngine in any way. It is in a Freelancer’s sole discretion to accept an Assignment under terms acceptable to such Freelancer. Except as set forth below, once a Freelancer accepts, or applies and is accepted for, an Assignment, such Freelancer may not reassign the Assignment to any other person or entity, whether on the CauseEngine Platform or not and such Freelancer agrees to directly perform the work stipulated in the Assignment to the satisfaction of the Client. Once a Client engages a specific Freelancer to complete an Assignment, such Client may not engage anyone else to complete such Assignment. The Assignment between the Client and the Freelancer is a legally binding contract between those parties. Notwithstanding the foregoing, a Freelancer may reassign the Assignment if such Freelancer is an Administrator and the Administrator may reassign an accepted Assignment to an Internal User that is on its Account. CauseEngine will act as the payment agent between the Client and the Freelancer for all Closed Assignments (where both the Freelancer and Client have agreed that the work stipulated has been done to their mutual satisfaction), whereby CauseEngine will transfer funds for such Closed Assignments from the Client to the Freelancer. At the point of a Closed Assignment the Client is obligated to pay the Freelancer for the Closed Assignment. Both the Freelancer and CauseEngine have the right to pursue a claim against the Client for failure to make payment on a Closed Assignment. CauseEngine will not be responsible for payment to a Freelancer in cases where Client has not made funds available to CauseEngine in the amounts owed with respect to a Closed Assignment. Neither Client nor CauseEngine will be responsible for reimbursing Freelancers for expenses incurred while engaged in the performance of any Assignment, except for those enumerated in the Assignment and agreed to by the applicable Client.

The Client agrees to pay to CauseEngine a Fee (as defined below) for software services which CauseEngine renders. The “Fee” shall equal a five percent (5%) premium on the cost stipulated in the Assignment (which shall be payable by the Client) plus eight percent (8%) of the base cost of the Assignment (which shall be payable by the Freelancer). Such Fee shall be earned by CauseEngine when the Client submits payment to the Freelancer for a Closed Assignment. By way of example, if the cost of an Assignment is $1000, the Fee shall be $50 (for a total cost of $1050 to the Client), plus $80 (with a final payment of $920 being paid to the Freelancer). CauseEngine has the right to pursue a claim against the Client for its Fee, including in the case of a Client’s failure to submit payment to the Freelancer for a Closed Assignment such that CauseEngine can deduct its Fee.

CauseEngine reserves the right to change the Fee charged to Users at any time. CauseEngine’s changes are effective immediately upon their inclusion in the Assignment forms. CauseEngine may in its sole discretion change some or all of its services at any time, with or without notice. In the event that CauseEngine introduces a new service, the fees for such service will be posted on the CauseEngine website and effective at the launch of such service.

Assignments and Representations of Capabilities

Offers of work, issued through the CauseEngine Platform, that include a description of the services needed, a broad time when the services can be performed, a location where the services are to be rendered, in exchange for specified payment are hereinafter referred to as “Assignments”. Clients shall communicate Assignments in clear, simple language and with sufficient specificity to enable Freelancers to make informed decisions about whether or not to accept the Assignment. Clients shall provide a description, instructions and attach documents where necessary, as well as scheduling location and pricing information. A Client may create a test, survey, group, Assignment or other content for Freelancers and in which event the Client shall be responsible for ensuring that such content is lawful both in terms of substance and as administered.

Freelancers shall provide adequate information about their capabilities to perform the Assignment requested. Freelancers will accept only those Assignments that they are capable of completing in a timely fashion and in accordance with the Assignment specifications.

In the event that a User must cancel an Assignment, such User will contact any affected User as soon as possible. Additionally, such canceling User may be subject to a cancellation fee and/or other sanctions as determined appropriate by the User who sent the affected Assignment.

Time is of the essence in the performance of all Assignments. In the event that Freelancer fails for any reason whatsoever other than force majeure to perform and complete an Assignment, such failure shall constitute a breach of this Agreement.

Managing Funds

CauseEngine provides tools that allow Users to move funds in U.S. dollars into and out of their Accounts on the CauseEngine Platform. You hereby authorize CauseEngine to take action on your behalf in order to add or withdraw funds from the third-party accounts you provide. In order to withdraw funds, you must provide a valid routing number and account number with a depository financial institution that participates in the Automated Clearinghouse (ACH) system. CauseEngine may provide additional withdrawal methods through third parties; any fees charged by those third-party services will be the sole responsibility of the User that is withdrawing funds. If you intend to make payments using a credit card, you shall submit a credit card authorization with your initial payment. If CauseEngine is requested or is required to return funds via credit card, you shall forgo any incurred credit card processing fees already paid to CauseEngine. For your convenience, CauseEngine may use this authorization to allow you to charge your card for future services. You will lose all title to funds that you have earned through the CauseEngine Platform if you have been found to violate this Agreement. CauseEngine may restrict your ability to withdraw or add funds to your CauseEngine Accounts at any time and for any reason. If you fund your Account or use payment services on the CauseEngine Platform, you guarantee, and assume responsibility for, the delivery of the funds to settle all applicable outstanding invoices on the CauseEngine Platform. If your funding or withdrawal requests are returned due to any error on your part, CauseEngine may charge you $10 per day until you rectify the error.

Taxes and Reporting

You are responsible for payment and reporting of any taxes related to your usage of the CauseEngine Platform. CauseEngine is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status and are required to complete IRS Form W-9.

CauseEngine will act as the paying agent for the Client in the Client’s engagement with the Freelancer. As paying agent, CauseEngine may, in CauseEngine’s sole discretion, issue the IRS Form 1099-K or other applicable tax documents, under the guidelines of the appropriate taxing authority, to the Freelancer under the Client’s TIN in the appropriate taxing jurisdiction.

Dispute Resolution

In the event of any dispute between you and CauseEngine that cannot be resolved informally within 30 days after the dispute arises, the parties agree to mediation using The American Arbitration Association in Wilmington, Delaware, and if the parties cannot voluntarily reach agreement within 30 days after the commencement of the mediation, the parties shall consent to have the mediator decide the outcome of the dispute, which decision shall be final and binding on the parties. The Federal Arbitration Act, 9 U.S.C. §1 et seq. and the American Arbitration Association (“AAA”) Employment Arbitration Rules and Mediation Procedures shall apply to the dispute. The laws of the State of Delaware shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE CAUSEENGINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF THE USE OF THE CAUSEENGINE PLATFORM PAYMENTS DUE TO YOU FROM A CLIENT OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “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 SETTLEMENT WITH THE DEBTOR.” YOU AGREE THAT ANY CLAIMS SUBJECT TO MEDIATION HEREUNDER MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

To the extent permitted by law, in regards to any dispute between Users, including without limitation, disputes concerning, in whole or in part, claims related to work quality, the payment of fees and expenses, business harm or equipment damage, or compliance with the terms of this Agreement, the Users will resolve the dispute between themselves without involving CauseEngine in any way. If the Users cannot resolve the dispute informally, they shall proceed according to the dispute resolution procedures set forth above. All Users agree that they will not seek any form of support from CauseEngine, including without limitation, subpoenas for documents or witness testimony. This Agreement and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to this Agreement, the CauseEngine Platform or the content thereof, the negotiation, interpretation, validity or performance of this Agreement, the rights and obligations of you and us hereunder or any transaction contemplated by the CauseEngine shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the rules or principles of conflict of laws of such State or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction.

In the event that any claim, demand, suit or other legal proceeding arising out of any matter relating to this Agreement is made or instituted by any person against CauseEngine, Subcontractor shall, at its own cost and expense, provide CauseEngine with all reasonable information and assistance in the defense or other disposition thereof.

Independent Contractor Status and Relationship of the Parties

All parties to this Agreement are independent contractors and not joint venturers, franchisors or franchisees, partners, employees, agents or brokers of CauseEngine or any Clients for which they perform Assignments or for any recipient of the services on an Assignment (the “End Customer”). Each User hereby acknowledges and agrees that the CauseEngine Platform is intended for use solely by Users who can appropriately enter into independent contractor relationships with one another for Assignments in accordance with applicable law. Notwithstanding the foregoing, each User acknowledges and agrees that CauseEngine does not guarantee that a Freelancer is an independent contractor of Client, that Client is solely responsible for determining whether, in any particular case, a Freelancer can lawfully be engaged by Client as an independent contractor, and that CauseEngine is not responsible for and shall not be liable to any other party for such determination. A Client or Freelancer unsure of whether an independent contractor relationship is appropriate in a given circumstance should consult with legal counsel of their choosing. By entering into this Agreement, each User represents that the User has determined that an independent contractor relationship will exist between such User and all other Users. Each Client furthermore represents that each Freelancer who performs an Assignment will be doing so as an independent contractor.

Freelancers represent and acknowledge that they are not employees of CauseEngine, any Client they perform Assignments for or the End Customer. Freelancers are and shall identify themselves as independent contractors to any third party. As an independent contractor, the Freelancer shall not be treated as an employee, partner, agent or joint venturer for federal, state, municipal, provincial, territorial and local tax purposes or any other purpose. As independent contractors, Freelancers are solely responsible for any and all federal, state, municipal, provincial, territorial and local income tax and social security and unemployment taxes, pension plan contributions, health insurance contributions, any VAT tax, sales tax, use tax social services tax or other payroll taxes and any Freelancers’ compensation contributions for itself and any of its employees. Freelancers will be responsible for maintaining all records and remitting any taxes and submitting any required documentation, returns or filings to the appropriate taxing authorities. CauseEngine disclaims any responsibility for the foregoing, and Freelancer and Client each agree to indemnify and hold CauseEngine harmless against any such taxes and contributions. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE AS AN INDEPENDENT CONTRACTOR AND THIS IS AN ESSENTIAL TERM OF THIS AGREEMENT. As independent contractors, Freelancers bear all of the costs and risks of operating their own business, including risks of loss. Freelancers agree to report the income received pursuant to this Agreement consistent with the reporting requirements of an independent contractor. As independent contractors, Freelancers retain the right to provide services to other Clients of their choosing as well as entities not on the CauseEngine Platform.

As an independent contractor, the Freelancer has the right to:

determine the manner in which the work stipulated in an Assignment will be performed, subject to Client specifications for the end product and standards;
determine when the work will be performed;
determine what tools or equipment to use;
reject any Assignment;
determine where to purchase supplies and services;
determine what work must be performed by a specified individual consistent with the Assignment;
be free from control and direction in how they perform the work in an Assignment;
perform work for any Client on the CauseEngine Platform as well as perform work for any other person or entity whether on the CauseEngine Platform or not; and
determine what order or sequence to follow in performing the work.

The Freelancer agrees that as an independent contractor, the Freelancer is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service and that there shall be no reimbursement for any materials, supplies, equipment or operating costs by CauseEngine or the Client, except for those enumerated in the Assignment and agreed to by the applicable Client. The Freelancer agrees that in performing any services secured through the CauseEngine Platform, the Freelancer will be acting in the ordinary course of the Freelancer’s own business. The Freelancer agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of CauseEngine or the Client. In the event that a dispute arises as to the status of Freelancer as an independent contractor, or as to any rights or benefits from Client to which Freelancer may claim to be entitled, Client and Freelancer, and not CauseEngine, are responsible for resolving such disputes.

Non-Disclosure and Non-Circumvent

You shall not use or disclose any Proprietary Information (as defined below) or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the CauseEngine Platform. All information regarding an Assignment between the Freelancer and a Client who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Client’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Client. You will not disclose any Proprietary Information to any person or entity other than the applicable Client or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of such Client, unless and until such Proprietary Information has become public knowledge without your fault. While fulfilling the obligations of an Assignment for the Client, a Freelancer will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Client’s Proprietary Information. The Freelancer agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Freelancer or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Client to be used by the Freelancer only in the performance of his/her duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client as stipulated in an Assignment. Freelancers understand and agree that the Assignment generated by a Client is between the Freelancer performing the service and the Client procuring that service. Unless the End Customer is also the User procuring the service, the Freelancer agrees that the only communication with the End Customer is to schedule and confirm appointments (if requested in the Assignment) and to deliver the service. Freelancers are prohibited from directly or indirectly contacting End Customers after the completion of the service and shall not circumvent the Client or CauseEngine in any way. For example, Freelancers may not leave business cards, flyers, website addresses or other contact information with any End Customer.

Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that CauseEngine provides in connection with your Account and your use of the CauseEngine Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to CauseEngine agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements CauseEngine is required to make available to you; and any other information related to any other Account or your transactions on the CauseEngine Platform.) CauseEngine will provide these Communications to you by posting them on the CauseEngine website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need a current web browser (CauseEngine supports the latest versions of all commonly used web browsers) with cookies enabled; a recent version of Adobe Acrobat Reader to open documents in .pdf format; a valid email address (your primary email address on file with CauseEngine); and sufficient storage space to save past Communications or an installed printer to print them. CauseEngine will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from CauseEngine by updating this Agreement. By giving your consent above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. You may withdraw your consent to receive Communications electronically by writing to us by email at info@CauseEngine.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, CauseEngine reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. It is your responsibility to keep your primary email address up to date so that CauseEngine can communicate with you electronically. You understand and agree that if CauseEngine sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CauseEngine will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add CauseEngine to your email address book so that you will be able to receive the Communications CauseEngine sends to you. You can update your primary email address or street address at any time by logging into the CauseEngine website. If your email address becomes invalid such that electronic Communications sent to you by CauseEngine are returned, CauseEngine may deem your Account to be inactive, and you will not be able to transact any activity using your CauseEngine Account until CauseEngine receives a valid, working primary email address from you.

Indemnification

You agree that CauseEngine shall not be responsible for, and you shall indemnify, defend and hold harmless CauseEngine, its officers, directors, employees, agents, representatives and corporate affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with your or another User’s (1) Content, (2) access or use of the CauseEngine Platform, (3) violation of any term of this Agreement or any terms or materials incorporated herein by reference, or (4) breach or violation of a right of any third party or of any law, statute, ordinance or regulation.

Remedies

You acknowledge and agree that misappropriation or misuse of any content or data contained on the CauseEngine Platform or your failure, following termination of your rights to access or use the CauseEngine Platform, to cease accessing or using the CauseEngine Platform or any content or data contained on the CauseEngine Platform will result in immediate and irreparable harm to CauseEngine for which there is no adequate monetary remedy. If you violate this Agreement, CauseEngine will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not instead of or in substitution for) any other remedies at law or in equity, without the need for the posting of a bond or any other requirement.

Without prejudice to CauseEngine’s other rights under this Agreement, if you breach this Agreement in any way, CauseEngine may take such action as CauseEngine deems appropriate to deal with the breach, including suspending your access to the CauseEngine Platform, prohibiting you from accessing the CauseEngine Platform, blocking computers using your IP address from accessing the CauseEngine Platform, contacting your Internet service or other telecommunications provider to request that it block your access to the CauseEngine Platform and/or bringing court proceedings or taking other legal action against you

Use or Access Outside the United States

CauseEngine makes no claims that the CauseEngine Platform or the content thereof are appropriate for or may be downloaded or accessed outside of the United States. If you access the CauseEngine Platform from outside the United States, you do so at your own risk and are responsible for compliance with the applicable laws of the country or jurisdiction where you may be located. You may not use or export any content of the Website in violation of U.S. export laws and regulations or any other U.S. or foreign federal, state or local statute, rule or regulation. The content and information on the CauseEngine Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. CauseEngine makes no representations that the content and information on the CauseEngine Platform is appropriate for use in all locations.

Force Majeure

In the event that CauseEngine’s delivery of its services (including the availability of the CauseEngine Platform) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond CauseEngine’s reasonable control, CauseEngine shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.

Assignment

CauseEngine has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without CauseEngine’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.

Voluntary Agreement

You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.

Notice

Please address all legal notices to James Brobyn, Managing Director, CauseEngine, Inc. via email at info@causeengine.com.

Validity

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Interpretation

As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.

Entire Agreement

This Agreement contains the entire agreement between you and CauseEngine with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between CauseEngine and you.

Termination

The terms and conditions of this Agreement shall continue until terminated pursuant to the terms hereof.

Automatic Termination for Non-Compliance: If you are not in full compliance with all of this Agreement, the permissions granted to you under this Agreement will automatically terminate, and you agree that in such circumstance you will no longer use or access, or be entitled to use or access, the CauseEngine Platform, the User Content or any account on the CauseEngine Platform.

CauseEngine’s Right to Terminate Your Use: CauseEngine may terminate your right to use the CauseEngine Platform, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which CauseEngine may exercise this right to terminate your right to use the Website include: (a) you have breached any provision of this Agreement; (b) you have engaged in conduct which CauseEngine, in its sole discretion, considers to be unacceptable; (c) CauseEngine is required by law to do so; or (d) CauseEngine no longer provides the CauseEngine Platform. The above are only examples of circumstances in which CauseEngine may terminate your right to use the CauseEngine Platform and CauseEngine may terminate your right to use the Website for any other reason in its sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the CauseEngine Platform or the automatic termination of your right to use the CauseEngine Platform for non-compliance set forth above.

Voluntary Termination by You: If you want to terminate your legal agreement with CauseEngine under this Agreement and deactivate your account, you may do so by notifying CauseEngine at info@causeengine.com. Survival of Provisions: Your obligations and the disclaimers and provisions relating to (i) Our Intellectual Property, Copyrights and Identifying Marks, (ii) Disclaimer of Warranties; Limitation of Liability, (iii) Indemnification, (iv) Use and Access Outside the United States (v) Dispute Resolution and (vi) Remedies will survive any termination or expiration of this Agreement for any reason.

Survival of Other Obligations: You acknowledge that any legal obligations you may have under any other agreement with CauseEngine will not be affected in any way by the termination of this Agreement and any such other agreement between you and CauseEngine will continue to be in effect in accordance with its terms.

Modifications to Agreement

CauseEngine may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after CauseEngine provides notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.