These Terms of Service (this “Agreement”) is a contract between you (“you”) and SECUR1TY.com, a New York corporation (“SECUR1TY”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.SECUR1TY.com (the “Site”) and related software and services (collectively, the “SECUR1TY Platform”). Your continued use of the SECUR1TY Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SIGN UP” BUTTON, OR BY USING THE SECUR1TY PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SECUR1TY PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
The SECUR1TY Platform has been created to offer a number of web-based services to users requesting services to be performed (each, and you in such capacity, a “Client”, and such services, the “Services”) and individuals providing such services (each, and you in such capacity, a “Contractor”). Under this Agreement, SECUR1TY provides services to you in your capacity as either a Client or Contractor. For clarity, the term “you”, as used in this Agreement, may mean “Client” and/or “Contractor”. Our services include curating Clients and Contractors, facilitating the formation of contracts between Clients and Contractors and managing disputes related to those contracts. Clients post jobs and invite Contractors to apply. Contractors, in turn, post profiles and bid on jobs. If a Client and Contractor agree on terms, a contract is formed directly between such Client and Contractor subject to the provisions set forth in the Service Contract Policy (each such contract, a “Service Contract”). SECUR1TY collects payment from Clients in connection with their acceptance of a Contractor bid through the SECUR1TY platform. SECUR1TY then pays Contractors on behalf of Clients in connection with their delivery of services through the SECUR1TY Platform once the Work Product (as defined below) is accepted by Client.
The is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not (a) a citizen or resident of a country in which use or participation in the SECUR1TY Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerceʼs Denied Persons or Entity List, the U.S. Department of Treasuryʼs Specially Designated Nationals or Blocked Persons Lists, or the Department of Stateʼs Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the SECUR1TY Platform provided by you to SECUR1TY are non-confidential and SECUR1TY is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
(c) You acknowledge and agree that SECUR1TY may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; ( iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of SECUR1TY, its users and the public. You understand that the technical processing and transmission of the SECUR1TY Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
(d) While SECUR1TY takes security and privacy very seriously, the SECUR1TY Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of this Agreement.
SECUR1TY reserves the right to validate your information at any time, 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. You authorize SECUR1TY, 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. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your SECUR1TY account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on SECUR1TY. You must notify SECUR1TY support immediately if you suspect that your password has been lost or stolen. By using your SECUR1TY account, you acknowledge and agree the SECUR1TYʼs account security procedures are commercially reasonable.
You acknowledge and agree that a substantial portion of the compensation SECUR1TY receives for making the Site available to you is collected as a deduction from the Contractor Fee (as defined below). Therefore, for twenty four (24) months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request work and make and receive all payments for work, directly or indirectly, with that party or arising out of your relationship with that party.
(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all User Content. SECUR1TY reserves the right to investigate and take appropriate legal action against anyone who, in SECUR1TY’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by SECUR1TY; you will not use the SECUR1TY Platform to:
(i) transmit any User Content that (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,“ “spam,“ “chain letters,“ “pyramid schemes,“ “contests,“ “sweepstakes,“ or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (H) that constitutes PHI that is subject to HIPAA; or (I) in the sole judgment of SECUR1TY, is objectionable or which restricts or inhibits any other person from using or enjoying the SECUR1TY Platform, or which may expose SECUR1TY or its users to any harm or liability of any type;interfere with or disrupt the SECUR1TY Platform or servers or networks connected to the SECUR1TY Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the SECUR1TY Platform;
(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;
(iv) disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you;
(v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(vi) solicit personal information from anyone under the age of 18;
(vii) harvest or collect email addresses or other contact information of other users from the SECUR1TY Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(viii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(ix) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
(x) disclose to any third party or use for any purpose other than the purpose for which it was made available any information of SECUR1TY marked as “confidential” or “proprietary”, including without limitation the “Toolkit”; or
(xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the SECUR1TY Platform.
(b) No Reverse Engineering. The technology and software underlying the SECUR1TY Platform or distributed in connection therewith is the property of SECUR1TY, our affiliates and our partners (the “Software”). You will not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by SECUR1TY.
(c) Enforcement of Agreement and Policies. SECUR1TY has the right, but not the obligation, to monitor your use of the SECUR1TY Platform, any User Content that you transmit and the Services performed by the Contractor to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the SECUR1TY Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting SECUR1TYʼs other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the SECUR1TY Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for SECUR1TY. Once suspended or terminated, you MAY NOT continue to use the SECUR1TY Platform under a different account or reregister under a new account. If you attempt to use the SECUR1TY Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the SECUR1TY Platform, including data, messages, files and other material you keep on SECUR1TY.
(d) Prior Agreements. With respect to any Service Contract, Contractor hereby covenants that, except as Contractor fully discloses previously in writing to the applicable Client, Contractor is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Contractorʼs engagement by the applicable Client or to refrain from competing, directly or indirectly, with the business of such other party. Contractor further covenants that Contractorʼs performance of all the terms of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Contractor in confidence or in trust prior to Contractorʼs engagement with the applicable Client. Contractor will not disclose to any Client or induce any Client to use any confidential or proprietary information or material belonging to others.
SECUR1TY charges both Contractors and Clients a fee for the services of connecting the two parties and for collecting the fixed fee agreed between a Client and a Contractor for work prior to the commencement of a Service Contract (“Contractor Fee”). When a Client releases escrow funds to a Contractor, SECUR1TY credits the Contractor account and then deducts a service fee that SECUR1TY earns for creating, hosting, maintaining and providing the Site as further described by the Fee Policy (such fee, the “Service Fee”). All SECUR1TY Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.
SECUR1TY will automatically disburse funds to Contractors according to the payment instructions on file with SECUR1TY within one (1) month after funds become payable. Funds become payable to Contractors after Clients accept work submitted by a Contractor. Contractors may ask SECUR1TY to expedite payments. SECUR1TY reserves the right to refuse any such request and may assess a processing fee in connection with such a request.
If Client fails to pay amounts due under this Agreement, whether by cancelling Clientʼs credit card, initiating an improper chargeback or any other means, Clientʼs SECUR1TY account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse SECUR1TY for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneysʼ fees and other costs of collection as allowed by law. In its discretion, SECUR1TY may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
In cases of fraud, abuse or violation of this Agreement, all monies due to Contractor may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.
Client will make all payments relating to, or in any way connected with, a Service Contract through the SECUR1TY Platform. Any action that encourages or solicits complete or partial payment outside of the SECUR1TY Platform is a violation of this Agreement. Should a Client be found in violation of this Section 3.5, it will owe SECUR1TY an amount with respect to each Service Contract equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the SECUR1TY Platform, plus 18%.
For clarity, you are agreeing to not circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
(a) Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through SECUR1TY Platform.
(b) Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the SECUR1TY Platform.
(c) Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Client and Contractor through the SECUR1TY Platform.
YOU WILL NOTIFY SECUR1TY IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE SITE. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to SECUR1TY by sending an email message to: [email protected]
SECUR1TY is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, SECUR1TY will provide a 1099-K form to the Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the SECUR1TY Platform and participates in over 200 separate Service Contracts in a single calendar year.
Except as provided for above, SECUR1TY will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Contractor Fees and Contractor will be solely responsible for: (a) determining whether Contractor is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Contractor Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. SECUR1TY will have the right, but not the obligation, to audit and monitor Contractorʼs compliance with applicable tax laws as required by this Section 3.6. Further, in the event of an audit of SECUR1TY, Contractor agrees to promptly cooperate with SECUR1TY and provide copies of Contractorʼs tax returns, and other documents as may be reasonably requested for purposes of such audit.
Client hereby authorizes SECUR1TY to run, or have run, credit card authorizations on all credit cards provided by Client, to store credit card details as Clientʼs method of payment for Services, and to charge Clientʼs credit card (or any other form of payment authorized by SECUR1TY or mutually agreed to between Client and SECUR1TY).
Unless otherwise agreed to in a writing signed by both Client and Contractor, the terms and conditions of the Service Contract are as set forth in the Service Contract Policy. Client and Contractor may not agree to any other terms and conditions that affect the rights or responsibilities of SECUR1TY as described herein and therein. This Agreement anticipates that Contractors will be classified as independent contractors of Client and you agree (a) that Client does not in any way supervise, direct, or control Contractorʼs work, (b) that Client does not, in any way, supervise, direct, or control Contractorʼs work hours and location of work, and (c) Client does not provide Contractor with training or equipment needed for any Contract. Notwithstanding anything to the contrary in this Agreement, Client assumes all liability for proper classification of Contractors as independent contractors or employees based on applicable legal guidelines.
You expressly acknowledge, agree and understand that: (i) the SECUR1TY Platform is merely a venue where users may act as either Clients or Contractors; (ii) SECUR1TY is not a party to any Service Contracts between Clients and Contractors; (iii) you recognize, acknowledge and agree that you are not an employee of SECUR1TY and that SECUR1TY does not, in any way, supervise, direct, or control your work or Services; (iv) SECUR1TY will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users; (v) SECUR1TY has no control over Contractors or over the Services promised or rendered by Contractors; and, (vi) SECUR1TY makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security or legality of any Services, and SECUR1TY disclaims any and all liability relating thereto.
SECUR1TY does not introduce Contractors to Clients or help Contractors find their work, however, SECUR1TY does provide search tools and automatic email notifications that may facilitate such introductions. SECUR1TY merely makes the SECUR1TY Platform available to enable Contractors to identify and determine the suitability of Clients for themselves, and to enable Clients to identify and determine the suitability of Contractors for themselves. SECUR1TY does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Contractors to deliver Services, the ability of Clients to pay for Services, or that a Client or Contractor can or will actually complete a transaction.
SECUR1TY is not required to and does not verify any information given to us by Contractors or Clients, nor does SECUR1TY perform background checks on Contractors or Clients. SECUR1TY may provide information about a Contractor or Client, such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor or Client submits. SECUR1TY provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by SECUR1TY.
SECUR1TY and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the SECUR1TY Platform. You may not use the SECUR1TY Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. SECUR1TY reserves the right to withdraw, expand and otherwise change the SECUR1TY Platform at any time in SECUR1TYʼs sole discretion.
The SECUR1TY Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. SECUR1TY has no control over such sites and resources and SECUR1TY is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that SECUR1TY will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the SECUR1TY Platform are between you and the third party, and you agree that SECUR1TY is not liable for any loss or claim that you may have against any such third party.
In addition, SECUR1TY is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, SECUR1TY is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. SECUR1TY enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and SECUR1TY, except and solely to the extent expressly stated in this Agreement.
From time to time, a user may ask SECUR1TY to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoints SECUR1TY as its agent for the limited purpose of executing documents that confirm your activities on the SECUR1TY Platform. SECUR1TY will act on your behalf and in a clerical capacity, without in any way restricting SECUR1TYʼs rights or expanding SECUR1TYʼs obligations under this Agreement or any Service Contract. You hereby appoint SECUR1TY as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Contractors or to SECUR1TY, if another user so requests.
SECUR1TY MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, SECUR1TY PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SECUR1TY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 below (TERMINATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SECUR1TY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
IN NO EVENT WILL SECUR1TY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF SECUR1TY TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) US$2,000; AND (B) ANY SECUR1TY FEES RETAINED BY SECUR1TY WITH RESPECT TO CONTRACTS ON WHICH YOU WERE INVOLVED AS CLIENT OR CONTRACTOR DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You will indemnify, defend and hold harmless SECUR1TY and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneysʼ fees and all related costs and expenses) arising from or relating to your use of the SECUR1TY Platform, any Services or any Service Contract entered into by you (including without limitation claims that Contractor was misclassified as an independent contractor or that SECUR1TY was an employer or joint employer of Contractor, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, workerʼs compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your violation of these Terms of Service, your violation of any rights of another.
The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 9.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.
Termination will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Clientʼs credit card or other form of payment pursuant to Section 3.7 above (Payment Methods). SECUR1TY will pay Contractor, in accordance with the provisions of Section 3 above (Invoices and Payment Methods).
Sections 2, 3, 4, 5, 6, 7, 8, 9.4, 10, 11 and 12 of this Agreement will survive any termination thereof.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
Section 10.1 above notwithstanding, Clients and Contractors may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand SECUR1TYʼs obligations or restrict SECUR1TYʼs rights under this Agreement.
You will not violate any laws or third party rights on or related to the SECUR1TY Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the SECUR1TY Platform, including as it concerns online conduct and acceptable content.
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the SECUR1TY Platform. Notices hereunder will be invalid unless made in writing and given (a) by SECUR1TY via email (in each case to the email address that you provide), (b) a posting on the SECUR1TY Site or (c) by you via email to [email protected] or to such other addresses as SECUR1TY may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement will be binding upon SECUR1TY unless in a written instrument signed by a duly authorized representative of SECUR1TY. For the purposes of this Section 10.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
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 partyʼs right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
You may not assign this Agreement, or any of its rights or obligations hereunder, without SECUR1TYʼs prior written consent in the form of a written instrument signed by a duly authorized representative of SECUR1TY (and, for the purposes of this Section 10.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). SECUR1TY may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
You agree that any claim you may have against SECUR1TY must be resolved by the New York state courts of New York County (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of New York). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
Under California Civil Code Section 1789.3, users of the SECUR1TY Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at SECUR1TY, Inc., 617-446-3734.
It is free to join SECUR1TY as a Client or a Contractor and there are no charges to post projects or to submit bids to work on projects.
After a bid for a project has been accepted, payment equal to (1) the bid amount, plus (2) a 12% service fee, plus (3) a 3% transaction fee is transferred to SECUR1TY. SECUR1TY holds on to the money until the project is completed. Then, SECUR1TY transfers to the Contractor a payment equal to the (1) bid amount, less (2) a 5% service fee. For purposes of transparency, we show all service and transaction fees to the Contractor and Client during the bidding process.
To illustrate our fees, if a Client accepts a Contractor bid of $1,000, the Client will pay to SECUR1TY $1,150 ($1,000 bid + $120 service fee + $30 transaction fee). Once work is complete, SECUR1TY will transfer to Contractor $950 ($1,000 bid - $50 service fee).
This is the only required cost of using SECUR1TY. In the future, we may offer optional costs for Clients and Contractors looking to enhance their success on the platform, but they are voluntary in nature. If you have further questions, please contact us at [email protected]
Unless otherwise agreed to in a writing signed by both Client and Contractor, the terms and conditions of the Service Contract are as set forth in this Service Contract Policy. Client and Contractor may not agree to any other terms and conditions that affect the rights or responsibilities of SECUR1TY as described herein. Capitalized terms used herein but not otherwise defined will have the definitions provided in the Terms of Service.
Contractor will perform Services in a professional and workmanlike manner and will timely deliver any agreed-upon Work Product.
Client will pay SECUR1TY the agreed-upon amount for the approved project in accordance with Section 3 of the Agreement.
Client may terminate at any time but may not recover any payments already made. Contractor may terminate the Service Contract at any time if no payment by Client has been made. If a payment has been made on a Contract, Contractor may terminate only with Clientʼs prior written consent.
Client hereby grants Contractor a limited, non-exclusive, revocable (at any time, at Clientʼs sole discretion) license to use instructions, materials, information and any other intellectual property that Client provides to Contractor in connection with a particular Service Contract (collectively, the “Client Materials”), and the intellectual property rights therein, solely for the performance of the Services. Client reserves all other rights and interest in and to the Client Materials. Upon completion or termination of the Service Contract, or upon written request by Client, Contractor will immediately return all Client Materials to Client and further agrees to purge all copies of Client Materials and Work Product contained in or on Contractorʼs premises, systems or any other equipment otherwise under Contractorʼs control. Within ten (10) days of Clientʼs request, Contractor agrees to provide written certification to Client that all Client Materials have been returned or purged.
Contractor will make full and prompt disclosure to Client of all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively, “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Contractor for Client during the term of the Service Contract that results from the Services (“Work Product”). Contractor acknowledges that all work performed by Contractor is on a “work for hire” basis, and Contractor hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to Client and its successors and assigns all Contractorʼs right, title and interest in all Work Product, and all related patents, patent applications, trademarks and trademark applications, service marks and service mark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions.
Contractor will cooperate fully with Client, both during and after the term of the Service Contract, with respect to the procurement, maintenance and enforcement of intellectual property rights in, to or that claim or cover the Work Product. Contractor will sign, both during and after the term of the Service Contract, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which Client may deem necessary or desirable in order to protect its rights and interests in any Work Product. If Client is unable, after reasonable effort, to secure Contractorʼs signature on any such papers, Contractor hereby irrevocably designates and appoints each current and future officer of Client as Contractorʼs agent and attorney-in-fact to execute any such papers on Contractorʼs behalf, and to take any and all actions as Contractor may deem necessary or desirable in order to protect its rights and interests in any Work Product.
If Contractor incorporates any Development that Contractor has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Service Contract that Contractor considers to be Contractorʼs property or the property of third parties and that Contractor wishes to have excluded from the scope of the Service Contract (collectively, “Pre-Existing Developments”) into the Work Product, Contractor hereby grants Client and its affiliates a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license (with the full right to sublicense directly, or indirectly through multiple tiers) to (a) copy, distribute, display, perform, and create derivative works of the Pre-Existing Developments, in whole or in part; and (b) use or otherwise practice the Pre-Existing Developments, in whole or in part, including without limitation, the right and license to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Pre-Existing Developments and the right to practice any method covered by or included in the Pre-Existing Developments. Notwithstanding the foregoing, Contractor will not incorporate, or permit to be incorporated, Pre-Existing Developments in any Work Product without Clientʼs prior written consent.
“Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by a Client or a Contractor (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to a Contractor (in the case of Client as the Disclosing Party) or a Client (in the case of Contractor as the Disclosing Party) (the “Receiving Party”) or which would be apparent to a reasonable person, familiar with Disclosing Partyʼs business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that reports and/or information related to or regarding the Services or Work Product, or a Disclosing Partyʼs business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.
The Receiving Party acknowledges that it will have access to the Disclosing Partyʼs Confidential Information. The Receiving Party agrees that it will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Services Contract, as applicable, or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) employees who are required to have access to the Confidential Information in connection with the exercise of Receiving Partyʼs rights and performance of its obligations under this Agreement or a Services Contract, as applicable, and (b) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Services Contract Policy. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Partyʼs Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Partyʼs Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.
Contractor will not disclose to Client any information that constitutes material, non-public information about any third party, information that Contractor has a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which Contractor have consulted) and not owned solely by Contractor.
If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at Clientʼs or Contractorʼs written request (which may be made at any time at Clientʼs or Contractorʼs sole discretion), Client or Contractor (as the case may be) will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Contractor, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 7.3 within ten (10) days after the receipt of Disclosing Partyʼs written request to certify.
Without limiting Section 7.1 above (Confidentiality), Client and Contractor will not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Services Contract or except as the Disclosing Party will permit.
The intent is that Contractors will be properly classified as independent contractors of Client and Client agrees (a) that Client does not in any way supervise, direct, or control Contractorʼs work, (b) that Client does not, in any way, supervise, direct, or control Contractorʼs work hours and location of work, and (c) Client does not provide Contractor with training or equipment needed for any Contract. Notwithstanding the foregoing, Client assumes all liability for proper classification of Contractors as independent contractors or employees based on applicable legal guidelines.
This Agreement does not create a partnership or agency relationship between Client and Contractor. Contractor does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Contractor acknowledges that SECUR1TY does not, in any way, supervise, direct, or control Contractorʼs work or Services performed in any manner. SECUR1TY does not set Contractorʼs work hours and location of work. SECUR1TY will not provide Contractor with training or equipment needed for any Service Contract. SECUR1TY will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Contractor will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Contractorʼs performance of Services.
Client may not require an exclusive relationship between Client and Contractor. Contractor, as an independent contractor, is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client.
Client and Contractor each will (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to SECUR1TY upon request. SECUR1TY, or SECUR1TYʼs advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Contractorʼs operations and records to confirm compliance. Nothing in this provision should be construed as providing SECUR1TY with the right or obligation to supervise or monitor the actual Services performed by Contractor.
SECUR1TY is hereby named as a third party beneficiary of each Service Contract. Clients and Contractors understand and agree that SECUR1TY is an intended third party beneficiary of each Service Contract and that SECUR1TY, as intended third party beneficiary of each Service Contract, has the right to directly enforce all rights and obligations under the Service Contract.
All Service Contracts will be governed by the minimum terms and conditions of this Services Contract Policy.
The terms and conditions set forth in this Service Contract Policy and any additional or different terms expressly agreed by Client and Contractor will constitute the entire agreement and understanding of Client and Contractor with respect to each Service Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.