This User Agreement (this “Agreement”) explains the terms under which you are allowed to use the greenlancer.com website and any web or mobile services or applications (collectively, the “Site”) offered by GreenLancer, Inc. (“GreenLancer”) and its Subsidiaries, including without limitation any Payment Services Provider (PSP). This Agreement is a part of and is incorporated by reference into all Site information referenced or linked within the Site and all actions taken on the Site. This Agreement is effective April 30, 2015. Your use of the Site after the effective date will signify that you have read, understand, accept, agreed to be bound, and are bound by this Agreement for yourself and on behalf of any User for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless a later date is otherwise stated. Please check the Site often for updates. Capitalized terms not defined in this Agreement (including Section 18 below titled, “Definitions”) have the meanings given those terms on the Site.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION AS DESCRIBED IN SECTION 14 BELOW.
The Site is a venue where its Users use both its marketplace and its platform for online work, which GreenLancer facilitates as the agent of its CUSTOMERS and to oversee the platform used by all Users. CUSTOMERS and FULFILLMENT PARTNERS become Users when they open Accounts pursuant to the Account Agreement.
2. Relationship between CUSTOMER and FULFILLMENT PARTNER
2.1 Service Connects FULFILLMENT PARTNERS and CUSTOMERS
The Service is a communications platform which enables the connection between CUSTOMERS and FULFILLMENT PARTNERS. CUSTOMERS are individuals and/or businesses seeking to obtain Predefined Scopes of Work ("Gigs") from FULFILLMENT PARTNERS and are therefore CUSTOMERS of FULFILLMENT PARTNERS, and FULFILLMENT PARTNERS are sole proprietors and/or businesses seeking to perform Gigs ("FULFILLMENT PARTNERS") for CUSTOMERS. CUSTOMERS and FULFILLMENT PARTNERS together are hereinafter referred to as "Users."
2.2 GreenLancer Only Provides a Platform
The Service is a platform for enabling connections between Users for the fulfillment of Gigs, but GreenLancer is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Gigs that CUSTOMERS order, nor of the integrity, responsibility, or any of the actions or omissions whatsoever of any Users. GreenLancer does not have control over the quality, timing, or legality of Gigs delivered by its FULFILLMENT PARTNERS. GreenLancer makes no representations about the suitability, reliability, timeliness, or accuracy of the Gigs requested and provided by Users identified through the Site
2.3 User Vetting
Users may be subject to an extensive vetting process before they can register an Account, and during their use of the Service, including, but not limited to, a verification of identity and a comprehensive criminal background check, at the Country, State, and local level, using third party services as appropriate. Users hereby give consent to GreenLancer to conduct background checks as often as required in compliance with federal and state laws and the Fair Credit Reporting Act.
Although GreenLancer may perform background checks of Users, as outlined above, GreenLancer cannot confirm that each User is who they claim to be and, therefore, GreenLancer cannot and does not assume any responsibility for the accuracy or reliability of any User’s identity or background check information or any information provided through the Service.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER GREENLANCER NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE GREENLANCER AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. GREENLANCER AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.
3. Relationship with GreenLancer
3.1 Third-Party Beneficiary of Predefined Scope of Work
Users acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in any entered Service and Gig Agreement. CUSTOMER and FULFILLMENT PARTNER therefore appoint and recognize GreenLancer as a third-party beneficiary of their subsequent Service and Gig Agreements for purposes of enforcing the obligations owed to, and the benefits conferred on, GreenLancer by the Service and Gig Agreements. CUSTOMER and FULFILLMENT PARTNER further agree that GreenLancer has the right to take such actions with respect to any subsequent Service and Gig Agreements or their Accounts, including without limitation suspension, termination, legal actions, or any other actions permitted by a User’s Account Agreement or other accepted Agreements, as GreenLancer in its sole discretion deems necessary.
3.2 No Agency, Partnership, Joint Venture, or Employment Relationship
This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, joint venture, or an employer-employee relationship between any User and GreenLancer, except and solely to the extent expressly stated in the Terms of Service.
3.3 Records of Compliance
CUSTOMER and FULFILLMENT PARTNER will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement, any Service and Gig Agreement, and any federal, state, or local laws, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to GreenLancer upon request. Nothing in this subsection shall be construed as requiring GreenLancer to supervise or monitor FULFILLMENT PARTNER Services or a User's compliance with this Agreement, the other Terms of Service, or any Service or Gig Agreements or Predefined Scopes of Work therein. GreenLancer shall have no obligation not otherwise mandated by law or by this Agreement to maintain any User records.
4. Site License
Subject to and conditioned on compliance with this Agreement and any other Terms of Service, Agreements, and Site Policies, GreenLancer grants you a limited license to access and, if you are a User, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with GreenLancer. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of GreenLancer or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by GreenLancer. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by GreenLancer in writing. GreenLancer and its licensors retain all of their right, title, and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. GreenLancer's logos and name are trademarks of GreenLancer that are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of GreenLancer's or any third party's Intellectual Property Rights, whether by estoppel, implication, or otherwise. Users agree that any unauthorized use of the site or breach of this provision will cause a real, irreparable, and imminent harm to GreenLancer.
5. User Content License
When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that GreenLancer may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment. You agree that by posting any User Content to the site you expressly permit GreenLancer to use such User Content and you expressly agree to indemnify GreenLancer from any claims brought against it by any other parties that stem directly from GreenLancer’s use or posting of such User Content.
You retain all your ownership rights in any User Content you post on GreenLancer. You also grant to GreenLancer and its successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and GreenLancer's (and its successors' and Affiliates') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service.
Notwithstanding the foregoing paragraph, GreenLancer will only use or disclose User Content you post to any Discussion Tab or other non-public area of the Site to the extent necessary to provide Site Services to you or to promote the Site and/or Services to the public.
The above licenses granted by you will continue perpetually and you grant GreenLancer and its successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site, including without limitation about how to improve the Site or GreenLancer’s products (collectively, "Ideas"). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place GreenLancer under any fiduciary or other obligation, that your Ideas do not contain the confidential information, trade secrets, or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, GreenLancer does not waive any rights to use similar or related ideas known or developed by GreenLancer or obtained from sources other than you. At no time will the use of any Ideas submitted entitle any User to any royalty, commission, patent, trademark, licenses, or payment of any kind whatsoever, and you waive any rights you may otherwise have by submitting such Ideas.
6. Unauthorized Access and Use, Site Inference, Malicious Software
You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without GreenLancer’s express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in GreenLancer’s sole discretion) an unreasonable or disproportionately large load on GreenLancer’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of GreenLancer and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software, that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system, or network of GreenLancer or any third party.
Any violation of this Paragraph 6 shall be grounds for GreenLancer to block your access from the Site, restrict your rights as a User, and shall give GreenLancer the right to bring any claims—civil or criminal, legal in nature or equitable in nature—permitted by law.
7. Third Party Content
The Site contains a directory of Predefined Scopes of Work (offered, accepted, requested, or completed). The directory is populated with information from third-party sources, from CUSTOMERS, from FULFILLMENT PARTNERS themselves, and from other Users. GreenLancer provides this directory at its convenience to CUSTOMERS and FULFILLMENT PARTNERS and does not confirm or verify the information contained in it, nor is GreenLancer responsible for the information therein.
7.2 Third-Party Verification and Monitoring
The Site makes available various services provided by third-parties to verify a User's credentials, provide testing services, or provide information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of GreenLancer. GreenLancer neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized GreenLancer employees acting in their official capacities.
7.3 Links and Applications
The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, including online communication services such as chat, email, and calls will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that GreenLancer is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; (ii) the content, advertising, or products on or available from Third-Party Sites, (iii) any actions, inactions, omissions, or occurrences that take place on such third-party sites; (iv) or any liability or damages of any kind from use of such third-party sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that GreenLancer endorses the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an "as is" and "as available" basis without any warranty for any purpose.
8. Certain Disclaimers, Limitations, and Exclusions
You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on GreenLancer's part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
GreenLancer is not liable, and you agree not to hold it responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
your use of or your inability to use its Site or Site Services;
delays or disruptions in its Site or Site Services;
viruses or other malicious software or malware obtained by accessing, or linking to, its Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in its Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties' use of the Site or Site Services;
a suspension or other action taken with respect to your account;
your reliance on the quality, accuracy, or reliability of Gig postings, CUSTOMER provided information, FULFILLMENT PARTNER profiles or information, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement or any other Agreement entered through the Site or Platform.
9. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, OR ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY THIRD-PARTY, THE FULFILLMENT PARTNER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY OR USERS.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES. TO THE EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, THEY SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
10. LIMITATION OF LIABILITY
IN THE EVENT OF A DISPUTE BETWEEN YOU AND GREENLANCER AND/OR AN AFFILIATE, NEITHER YOU NOR GREENLANCER, ITS AFFILIATES, ITS LICENSORS, OR ITS THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF GREENLANCER, ITS AFFILIATES, ITS LICENSORS, OR ITS THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ANY FEES RETAINED BY OR CONTRACTED FOR BY GREENLANCER WITH RESPECT TO ANY SERVICE OR GIG AGREEMENT OF WHICH USER WAS A PARTY AS A CUSTOMER OR FULFILLMENT PARTNER DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES TO THE EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU, THEY SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
You hereby release GreenLancer, its Affiliates, and its respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and its and their respective successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the FULFILLMENT PARTNER Services provided to CUSTOMER by a FULFILLMENT PARTNER and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Users are discussed below in Section 14.
You agree to defend, hold harmless and indemnify GreenLancer, its Affiliates, and its respective officers, directors, employees, attorneys, agents, joint ventures, and its and their respective successors and assigns (each such party an "Indemnified Party") from and against any and all losses, costs, expenses, damages, or other liabilities (including reasonable attorneys' fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, including, but not limited to: (a) any payment obligations incurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, including by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, including financial information; (iii) decision to submit postings and accept offers from other Users; (iv) breach of any provision of this Agreement; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to GreenLancer, including payment obligations; (d) any breach of contract or other claims made by Users with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this User Agreement and the Terms of Service or PSP Funds, including but not limited to all costs incurred in conjunction with any interpleader which GreenLancer may enter into regarding a PSP Account; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification shall not extend to the gross negligence or willful misconduct of an Indemnified Party.
13. Term, Termination, and Suspension
This Agreement and all obligations and waivers herein will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site.
Any termination of an Account will automatically lead to the termination of all related Team Accounts, and upon any termination of a Team Account, GreenLancer may terminate any or all related Accounts and Team User Accounts.
Without limiting GreenLancer's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend, or terminate your User access, Account, or any ongoing Service and Gig Agreement, with or without prior notice, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, other Agreements entered into on the Site, or the linked policies and information incorporated herein by reference, including its written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; (c) we believe, in our sole discretion, that your actions may cause legal liability for you, its Users, or GreenLancer or its Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity; or (d) for any reason in GreenLancer’s sole discretion. Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without GreenLancer's prior written consent.
Without limiting GreenLancer's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to GreenLancer or its Affiliates under this Agreement, you must pay GreenLancer for all fees owed to GreenLancer and Affiliates and reimburse GreenLancer for all losses and costs (including any and all time incurred by employees of GreenLancer or its Affiliates) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees.
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
GreenLancer will notify you if it cancels your Account, unless it believes, in its sole judgment, that giving notice might cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if applicable law requires such notification. You therefore agree as follows: IF GREENLANCER SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY SERVICE AND GIG AGREEMENTS, GREENLANCER HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER USERS ENGAGED IN ACTIVE SERVICE AND GIG AGREEMENTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS. SO NOTIFYING OTHER INTERESTED USERS SHALL NOT GIVE RISE TO ANY CLAIM BY ANY USERS.
When your Account is terminated for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, GreenLancer will retain this information along with all your previous posts and proposals for a period of 90 Days from the date of termination, to give you ample time to institute an appeal of its decision through the process described in the subsection titled "Disputes with GreenLancer" in Section 14 below. If you appeal the decision through that process within 90 Days, GreenLancer will retain your information until such dispute is resolved. If you fail to appeal its decision within 90 Days, GreenLancer may delete your information including data, messages, files, and other material you keep on the Site.
The following will all survive termination of this Agreement for any reason: (a) those terms of this Agreement that by their nature are intended to survive this Agreement; and (b) the Account Agreement, applicable PSP Instructions, provisions of any Agreements pertaining to PSP Accounts, the Refund and Cancellation Policy, and the applicable Dispute Resolution Policies.
14. Disputes, Mandatory Binding Arbitration, and Waiver of Right to Class Action and/or Jury Trial
14.1 Disputes with GreenLancer
If a dispute arises between you and GreenLancer or any of its Affiliates, its goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, GreenLancer, and its Affiliates agree that we will resolve any claim or controversy at law or in equity that arises between User and GreenLancer or its Affiliates out of or relating to this Agreement or the GreenLancer Services (a "Claim") in accordance with this section titled "Disputes with GreenLancer" And each of its subsections.
14.1.1 Governing Law and Forum Selection for Disputes
This Agreement and any Claim, including without limitation any dispute relating to a Service and Gig Agreement and any Predefined Scope of Work therein, shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.
You agree that any Claim must be resolved as described in the subsections below titled "Informal Dispute Resolution" and "Mandatory Binding Arbitration and Class Action/Jury Trial Waiver."
14.1.2 Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, you agree to first notify GreenLancer of the Claim at Attn: Legal, 615 Griswold Street, Suite 1020, Detroit, MI 48226 (the "Notice") and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. GreenLancer will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action. At GreenLancer’s demand, the User, company, or person asserting a claim must first meet with GreenLancer’s appointed representative or agent in person, at GreenLancer’s headquarters in Detroit, MI, to attempt to resolve the Claim mutually. Such attempts to resolve the Claim must be attempted in good faith before Arbitration may be filed, attempted, or initiated.
14.1.3 Mandatory Binding Arbitration and Class Action / Jury Trial Waiver (Does Not Apply to FULFILLMENT PARTNERS located Outside of the US and Its Territories).
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") applies to all users except FULFILLMENT PARTNERS located outside of the United States and its territories.
In the unlikely event that GreenLancer is unable to resolve a Claim within 60 days of its receipt of the Notice, you, GreenLancer, and its Affiliates agree to resolve the Claim by binding arbitration before an arbitrator.
Scope of Arbitration Agreement and Conduct of Arbitration
Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and shall be carried out as provided by the American Arbitration Act’s (“AAA”) Commercial Arbitration rules, and shall take place and be ruled upon by one sole AAA appointed Arbitrator. Except as otherwise stated in this Section, this Arbitration Provision applies to any legal dispute arising out of or related to your relationship with GreenLancer (including any claimed employment with GreenLancer or one of its Affiliates or successors) or termination of your relationship with GreenLancer, regardless of the date of Claim accrual. This Arbitration Provision survives after your relationship with GreenLancer ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Section, you and GreenLancer agree that any legal dispute or controversy covered by this Arbitration Provision, or arising out of, relating to, or concerning the validity, enforceability, or breach of this Arbitration Provision, will be resolved by binding arbitration.
Arbitration shall be conducted in Wayne County, Michigan in accordance with the Laws of the State of Michigan, and Wayne County, MI shall be the exclusive venue and forum for Arbitration. All parties and Users hereby waive any defenses they may otherwise have to jurisdiction or forum non conveniens.
Except as it otherwise provides, this Arbitration Provision applies, without limitation, to all disputes arising out of or related to your relationship with GreenLancer or the termination of that relationship, any and all GreenLancer services provided, any payments you claim due you from GreenLancer, use of GreenLancer’s website, trade secrets, unfair competition, compensation, classification, expense reimbursement, termination, discrimination, harassment, claims arising under the Uniform Trade Secrets Act, federal, state, or local statutes or regulations, and all other federal or state legal claims arising out of or relating to your relationship with GreenLancer or the termination of that relationship. By including any such claims noted above in this Arbitration Provision in no way evidences GreenLancer’s acknowledgment or belief that any such claims could ever be properly raised or would apply to any Users.
Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If the Class Action Waiver, below, of this Arbitration Provision is deemed to be unenforceable, you and GreenLancer agree that this Arbitration Provision is otherwise silent as to any party's ability to bring a class, collective or representative action in arbitration.
CLASS ACTION AND JURY TRIAL WAIVER
THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS. BOTH YOU AND GREENLANCER AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A USER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING ("CLASS ACTION WAIVER"). IN ANY CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE, AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE SHALL BE ENFORCED IN ARBITRATION. GREENLANCER MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER SHALL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION. YOU ALSO EXPRESSLY WAIVE ANY RIGHT YOU WOULD OTHERWISE HAVE TO A TRIAL BY JURY.
FEES AND COSTS TO PREVAILING PARTY
The Arbitrator shall have the authority to, and shall, award costs and all reasonable and actual attorneys’ fees to the prevailing party. If a User, CUSTOMER, or FULFILLMENT PARTNER asserts a claim against GreenLancer for any reason and is not 100% successful in obtaining the relief sought, including being awarded each and every dollar that it asserts it is owed, GreenLancer will be deemed and determined to be the Prevailing Party and shall recover all of its attorneys’ fees and costs incurred in defending against such Claim.
15. Notices and Communications
By visiting or using the Site, you are deemed to have executed this Agreement electronically, effective on the date you visit the Site, pursuant to Michigan Civil Code § MCL 450.831-450.849 and the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §7001, et seq.) and are deemed to have entered this Agreement in the State of Michigan. Visiting the Site constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement. Unless you otherwise indicate in writing to Customer Support, GreenLancer and Affiliates will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when GreenLancer sends it to the email address you have provided to GreenLancer on the Site or when GreenLancer posts such communication on the Site. You must keep your email address updated on the Site, and you must regularly check the Site for postings. Without limiting GreenLancer's other rights under this Agreement, if you fail to respond to an email message from GreenLancer regarding a violation, dispute, or complaint within ninety (90) Business Days, GreenLancer has the right to terminate or suspend, in its sole discretion, your Account or any ongoing, open, or pending Service and Gig Agreements.
15.1 Communications from GreenLancer to you
All notices to GreenLancer or Affiliates intended to have a legal effect must be in writing and delivered either (i) in person; (ii) by a means evidenced by a delivery receipt, to the following address: GreenLancer, Inc., 615 Griswold Street, Suite 1020 Detroit, MI 48226, Attn: Legal; or (iii) in writing via email to legal@GreenLancer.com. All such notices are deemed effective upon documented receipt by GreenLancer, except that nothing in this provision shall be constituted as an acceptance of service of any summons or other legal pleading unless the proper rules or other regulations are followed as to effectuating service, nor shall it waive GreenLancer’s right to raise the defense of lack of service.
GreenLancer, located at 2200 Hunt Street, Suite 419, Detroit MI 48207, is the provider of the electronic commercial service on the Site. Users are notified, via the Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact GreenLancer to resolve a complaint regarding any aspect of service relating to the Site by writing to the attention of Customer Support at the above address, or contact us through Customer Support.
17. Miscellaneous Terms and Conditions
You are responsible for compliance with applicable foreign, federal, state, and local laws, keeping in mind that access to the contents of the Site may not be legal for or by certain persons or in certain countries. GreenLancer will not be considered to have modified or waived any of its rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of GreenLancer. No delay or omission by GreenLancer in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further full exercise of any other right or remedy.
You will not transfer, assign, or delegate your rights or obligations (including your Account) under this Agreement to anyone without the prior express written consent of GreenLancer, unless permitted elsewhere in this Agreement or any other agreements entered into through the Site, and any attempt to do so will be null and void. GreenLancer may assign this Agreement in its sole discretion. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If any provision of this Agreement is deemed invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the validity of the remaining provisions of this Agreement (except as noted in Section 14 above), which will remain in full force and effect. The portion deemed invalid or unenforceable shall be deemed severed from this Agreement, but shall have no effect on the remainder of the Agreement, which will remain enforceable to the fullest extent permitted by law.
The Site is controlled and operated from GreenLancer’s facilities in the United States. GreenLancer makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States federal, state, and local laws and regulations including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are (i) a resident of a country or geographic area embargoed by the United States; (ii) subject to United States economic sanctions that prohibit your use of or access to the Site; or (iii) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States or legally permitted to access and use the services inside the United States.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements, regulations, or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party.
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. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though GreenLancer drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring you or GreenLancer because of the authorship of any provision of this Agreement and the doctrine or theory of contra preferentem shall not be employed nor raised by either party. This Agreement, together with the remainder of the Terms of Service and any other legal notices and agreements published by GreenLancer on the Site, comprise the entire agreement between you and GreenLancer with respect to the use of the Site and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein as well as any conflicting or inconsistent terms in any website(s) that link to or are linked from the Site. This Agreement will be displayed in a PDF version and for convenience may be displayed in both PDF and HTML versions. In the event of any inconsistency between such versions, the PDF version will govern.
As used in this Agreement and the other Terms of Service, the following terms have the meanings given below, unless otherwise defined or required in context:
"Account" means the GreenLancer account you open when you register to become a User and use the Site Services, and all Team Accounts added to that Account.
"Account Agreement" means the Account agreement that governs your Account, PSP Accounts, and related Site Services, including the PSP Services, and is part of and incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, including the PSP Instructions and other Terms of Service.
"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with GreenLancer.
"Business Day" means a day on which the headquarters office of GreenLancer is open for normal Business, and does not include any federally recognized holidays.
"CUSTOMER" means a User that investigates and purchases FULFILLMENT PARTNER Services.
"Deliverable" means any Work Product (as defined in the FULFILLMENT PARTNER Services Agreement) identified as a deliverable in the Predefined Scope of Work.
"Discussion Tab" means any place where the CUSTOMER or FULFILLMENT PARTNER are able to leave comments, files, or contact the website Administrators.
"Dispute," if capitalized, means any User Dispute where one has the right to submit a Dispute Notice Form via the Site pursuant to the Refund and Cancellation Policy or an applicable Dispute Resolution Policy. The use of the un-capitalized term "dispute" anywhere on the Site refers to any dispute, whether between Users or with GreenLancer, including those where no User has filed a Dispute Notice Form via the Site.
"Gig" means a Predefined Scope of Work that an Independent Contractor fulfills to create a/the deliverable(s).
"GreenLancer," "we" or "us" means GreenLancer, Inc., a Michigan corporation, except where otherwise specifically stated.
"GreenLancer PSP" means the services described in the Payment Services Provider Agreement.
"GreenLancer Services" means the creation, hosting, maintenance, and provision of the Site and all services delivered by GreenLancer as an agent to the Users that are accessible through the Site.
"Fixed Price Predefined Scope of Work" means a Predefined Scope of Work where CUSTOMER has offered or agreed to pay FULFILLMENT PARTNER a fixed price for FULFILLMENT PARTNER Services and/or Deliverables.
"FULFILLMENT PARTNER" means a User that offers and delivers services or identifies a CUSTOMER through the Site.
"FULFILLMENT PARTNER Services" means all services performed for or delivered by FULFILLMENT PARTNERS.
"Independent Contractor" is a natural person, business, or corporation that provides goods or services (also "Gigs") to another entity under terms specified in a contract or Predefined Scope of Work.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
"Management Fee" means a fee that GreenLancer earns for creating, hosting, maintaining, and providing the Site and Site Services as agent to Users. GreenLancer does not introduce FULFILLMENT PARTNERS to CUSTOMERS or help FULFILLMENT PARTNERS to find Predefined Scopes of Work, and therefore earns no fee at the time a FULFILLMENT PARTNER identifies a suitable CUSTOMER or finds a job.
"May" means that a party has the right, but not the obligation or duty, to take an action.
"Payment Method" means a valid credit card issued by a bank acceptable to GreenLancer, a bank account linked to your Account, a PayPal account, or such other method of payment as GreenLancer or GreenLancer may accept from time to time in their sole discretion.
"Secure Areas" means portions of the Site that are encrypted using the Hypertext Transfer Protocol Secure (also known as "HTTPS") or any other encryption mechanism.
"Service and Gig Agreement" means the agreements applicable to and accepted by CUSTOMERS and FULFILLMENT PARTNERS setting forth the Predefined Scopes of Work and Gigs to be purchased by CUSTOMERS and performed by FULFILLMENT PARTNER and setting forth all of the rights and obligations of all parties as to such work to be performed.
"Services Agreement" means the default FULFILLMENT PARTNER Services Agreement that may be modified by CUSTOMER and FULFILLMENT PARTNER as described here. A Services Agreement may include specifications, price, milestones, deliverables, units of work, hours, payment terms, warranties and other contractual obligations.
"Site" means the domain and all subdomains of GreenLancer.com and any mobile or web services or applications owned, controlled, or offered by GreenLancer.
"Site Services" means all services that are accessible through the Site whether provided by GreenLancer, GreenLancer.com, an Affiliate or a third party except a FULFILLMENT PARTNER. Site Services includes the Third-Party Services but excludes FULFILLMENT PARTNER Services.
"Team Account" means an account established by a User adding Users to the User's Account to act on behalf of and perform roles assigned by the User.
"Team Account Administrator" means a Team User with account administration privileges for a Team Account.
"Team User" means any User added to a Team Account.
"Terms of Service" means this Agreement and all the other Site information agreements and policies.
"Third-Party Services" means all services that are accessible through the Site but delivered by third parties, not GreenLancer or its Affiliates. The term Third-Party Services does not include GreenLancer Services or FULFILLMENT PARTNER Services.
"Third-Party Sites" means all websites, Third-Party Services, and resources linked to the Site but not provided, managed, maintained, or ran by GreenLancer.
"User" means (1) a person using the Site on his or her own behalf, for his or her business purposes, and not for personal, household, or consumer use, or (2) a person who is authorized to use the Site on behalf of a User that is a company or organization for business purposes, and not for personal, household, or consumer use.
"User Content" means any data, information, content, text, video, music or other information that you post to any part of the Site.
"Visitor" means a person who is only visiting the Site, not a User.
"You" means a Visitor or User accessing the Site or using the Site Services on his or her own behalf; and, if the Site Services are used on behalf of a User, "you" also includes the User for which the Site Services are used.
19. Contacting Us
To report a violation of the Terms of Service, or if you have questions or need assistance, please contact Customer Support at:
Web Support: https://www.GreenLancer.com/
(Monday through Friday between 9:00 am through 5:00 pm, Eastern Time)