Terms of Service

HirelyFit Terms of Service (also “Terms of Use,” “Terms,” and/or “Agreement”) refer to any guideline or policy subsequently or currently displayed on all http://hirelyFit.com domain, subdomains, and any other websites, mobile applications, products, services, or any other software offered by HirelyFit (also “Website”) that are to be treated as a legally-binding agreement between you (“You,” “Your,” or “User”), on the one side, and HirelyFit, Inc., a Delaware corporation (“HirelyFit,” “We,” “Us,” or “Our”), on the other side, regarding Your access and use of Our sites, services, applications, and tools (collectively, “Services"). You hereby accept to be obliged by these Terms when You start to access and use the Website, including all services, products, applications, and/or tools provided pursuant to any Contract, as defined and regulated hereby. If for some reason You do not want to be bound by these Terms, please do not try to access and/or use the HirelyFit Website and/or Services.

HirelyFit acts as an independent contractor that makes it possible for a Users (the “Client(s)”) seeking procure the services of other Users (retained by HirelyFit as subcontractors (“Subcontractor(s)”) who are in the business of providing various services. Both Clients and Subcontractors are singularly referred to herein as a “User” or collectively as “Users.”

You hereby acknowledge and agree that these Terms are between You and HirelyFit, and not with any third party (including, if you are a Client, with any Subcontractor, or if you are a Subcontractor, with any Client). Please note that Your use of the Services and/or Website may be subject to separate agreements. Users may enter into these agreements with their mobile device or computer operating system provider, mobile device or computer manufacturer, mobile service carrier or Internet provider, and other parties involved in providing these mobile device or computer services. You acknowledge and agree to comply with all applicable third-party agreements when accessing and/or using the Website or Services. Please be advised that HirelyFit is not a party to such agreements. Therefore, We have no responsibility for the products and services provided by these third parties.

We reserve the right to change these Terms from time to time as it seems fit, and Your continued use of the Website and Services will signify Your acceptance of any adjustment to these Terms.

Eligibility

• (i) abide by these Terms;
• (ii) accept the full financial responsibility for Your use of the Website and/or Services; and
• (iii) perform Your duty and obligations as regulated and requested by any Contract You enter into.

Please note that We reserve the unlimited right, in Our sole discretion, to terminate, refuse, or suspend Our Services to any individual or entity for any reason whatsoever and/or no reason whatsoever.

Accounts and Profiles

In order to be acknowledged as a HirelyFit User, You are required to register through the Website, and will be provided with an “Account(s)”. You hereby agree to submit only true and accurate information as required by Our registration form. You are also required to update this information and to ensure its accuracy, truthfulness, and completeness. You represent and warrant to Us that any person or entity using the Website via Your Account is authorized and empowered to act on Your behalf. It is Your sole responsibility to keep Your contact information, such as Your e-mail address, current and accurate so that We can reach You and communicate with You electronically. Any communications We send to You addressed to the contact information on file will be deemed to have effectively provided such communication to You.

E-mail/Password

When a User registers an Account, the User will be prompted to either choose and create a combination of an e-mail/password for the Account or sign up with a social network validated by HirelyFit. Please be advised that it is Your entire responsibility to ensure proper safeguarding and maintaining of Your Account's confidentiality for both e-mail and password. You hereby give Us the authorization to assume that any person or persons who is/are accessing and using the Website with Your e-mail/password is You. This also means that another person is fully authorized to act on Your behalf. If this is not the case, You hereby accept that You will be obliged to let Us know as soon as possible when You become aware or suspect that someone is using Your Account without Your authorization. You are strongly advised to create and use a unique password for accessing Our Website.

‍IF YOU ARE NOT SIGNING UP WITH A SOCIAL NETWORK, DO NOT USE A PASSWORD THAT IS ALREADY ASSOCIATED WITH SOME OTHER ONLINE SERVICE YOU ARE ALREADY USING.

Authentication/Accuracy of Your Account.

You authorize Us to make any inquiries necessary directly or through third parties with an aim of validating Your identity and/or authenticating Your Account information accuracy. These activities also include Your company. In order to conduct these authentication activities, We may ask You to provide additional information and/or documentation related to Your Account usage or identity. We may also ask that You take all necessary steps to confirm ownership of the following: Your e-mail address, wireless/cellular telephone number, and appropriate financial instruments. You hereby grant Us with the right to verify Your information through other sources or against third party databases. These processes are for Our internal verification purposes only.

Closing Your Account.

You are allowed to close Your Account at any given moment as long as there are no pending transactions. In order to do so, You are required to log into Your Account, choose the option for closing an Account, and follow the instructions. You will not be allowed to close Your Account if We determine that You want to take this action with an aim of evading Your payment obligations or investigations or otherwise avoiding any other obligation under these Terms. In the case that You try to close Your Account while there is an ongoing investigation, We are allowed to hold any funds held for Your benefit or payments owed to You for up to one-hundred-and-eighty-days (180) to protect Our or a third party’s interests against the potential risks of claims, fees, reversals, chargebacks, fines, penalties, and other liabilities. Please note that You will be held responsible for all obligations associated with Your Account even after You close Your Account.

Inactive Accounts.

We are allowed to close Accounts that have not been confirmed or that have been inactive for more than two (2) consecutive months. In addition, We reserve the right in Our sole discretion to terminate and/or refuse Our Services partially or completely to anyone for any reason or no reason whatsoever.

A Client will post a description and parameters of the prospective job that the Client desires for a Subcontractor to complete (a “Project”). HirelyFit will then invite Subcontractors to apply for the Project.

As a Subcontractor, You will be required to provide to HirelyFit the terms for the services You provide. As a Client, You will be required to provide to HirelyFit the terms for the services You purchase on the Website.

Upon HirelyFit’s determination that it is able to procure the Subcontractor services requested by a Client, Client agrees to buy, and HirelyFit agrees to deliver, via one or more Subcontractors engaged by HirelyFit, the related deliverables and services, according to:

• (i) the agreement(s) reached between Client and HirelyFit and between HirelyFit and any Subcontractors;
• (ii) any other content uploaded to the Website by Us in connection with the Project or otherwise, as applicable; and
• (iii) these Terms (together referred to as the “Contract(s)”).

Any term or condition in the Contract which is in conflict with these Terms shall be void, and these Terms shall prevail. As a Client, You are responsible for the prompt management, acceptance, and payment for the deliverables and services by HirelyFit or HirelyFit’s Subcontractors pursuant to a Contract. As a Subcontractor, it is Your responsibility to ensure the professional and prompt performance and appropriate quality of the services and deliverables you agree to provide to HirelyFit or HirelyFit’s Clients pursuant to the Contract.

Client may post a Project, and HirelyFit may seek to engage Subcontractors for such Project, offering payments based upon milestones met (“Milestone Contract(s)”), an hourly fee (“Hourly Contract(s)"), or a fixed schedule fee (“Scheduled Fee Contract(s)”). The fees payable by a Client to HirelyFit via a Milestone Contract, Hourly Contract, or Scheduled Fee Contract are referred to as the “Client Fees”, and the fees payable by HirelyFit to a Subcontractor via a Milestone Contract, Hourly Contract, or Scheduled Fee Contract are referred to as the “Subcontractor Fees”.

Milestone Contracts

For Milestone Contracts, Client shall be responsible for establishing the milestones warranting payment and shall ensure that the milestones are sufficiently clear to HirelyFit and to HirelyFit’s designated Subcontractors that there is no dispute regarding whether such milestones have been met, and therefore whether payment is required under the Contract.

Hourly Contracts

For Hourly Contracts, HirelyFit will require that any Subcontractor working pursuant to an hourly Contract will utilize a time tracking application (the “goMeter”) which will track the time spent by Subcontractor on any given Hourly Contract for a particular Client. At the conclusion of every week, a timesheet will be automatically generated (“Timesheet”) and, based upon the hours logged by Subcontractor on the Timesheet, an invoice will be automatically generated every week and submitted to HirelyFit for the work performed by Subcontractor. HirelyFit will then bill Client directly for Fees due and payable for any such work.

We may provide the Website for Users to communicate and share information with HirelyFit and with each other, and Users understand and agree that the Contract terms, pay rate, hours, service dates, and working conditions will be established by the applicable Users and HirelyFit only, regardless of any communications between Users.

Scheduled Fee Contracts

For Scheduled Fee Contracts, Client will pay to HirelyFit an agreed-upon fixed rate billed automatically on an agreed-upon schedule (i.e., weekly, bi-weekly, or monthly basis). HirelyFit will be responsible for paying the appropriate Fees to Subcontractors who perform any such Scheduled Fee Contract work on the terms set forth in the Contract between HirelyFit and such Subcontractors.

Relationship of the Parties

Users acknowledge and agree that (i) HirelyFit is an independent contractor of each Client, being retained pursuant to the terms of a Contract between such Client and HirelyFit, and (ii) each Subcontractor is an independent contractor of HirelyFit, being retained by HirelyFit pursuant to the terms of a Contract between such Subcontractor and HirelyFit. Nothing in these Terms can be deemed to represent a basis for establishing (i) a partnership, agency, joint venture, or employment relationship between any User and HirelyFit or any User and any other User, or (ii) a direct independent contractor relationship between any User and any other User. Unless otherwise agreed upon, a Subcontractor will supply all tools, materials, and equipment required to perform the services under any Contract. Any costs and/or expenses incurred by a Subcontractor in connection with the discharge of Subcontractor’s duties under a Contract with HirelyFit, including but not necessarily limited to lodging, entertainment, transportation, meals, fees to other agents, advisers, or persons, fines, costs, salaries, penalties, state taxes, interest, federal taxes, damages, or other liabilities, shall be the complete and exclusive responsibility of Subcontractor. Subcontractor.

Unless otherwise agreed upon, neither Subcontractor nor any of Subcontractor's affiliates, agents, and/or assigns, are agents, subcontractors, partners or joint ventures of any Clients in respect of which such Subcontractor provides services, nor do they have any authority to bind HirelyFit or any Client to any obligation, whether by contract or other conduct. Unless otherwise agreed upon, a Subcontractor shall not represent to any person that Subcontractor is an officer, Subcontractor, agent, or employee that has any authority to act on behalf of or bind HirelyFit or any Client.

No Guarantee of Performance

HirelyFit is responsible for fulfillment of any professional services or deliverables as agreed to be provided by and between a Client and a HirelyFit, provided, however, that HirelyFit does not have the control over and does not provide any guarantees whatsoever for the legality or quality of the services or deliverables purchased, provided, claimed, advertised in Project listings, the abilities or qualifications Subcontractors, or any other similar User qualification. If Client is reasonably dissatisfied with the services provided by a Subcontractor, Client will contact HirelyFit immediately and HirelyFit will investigate any reported issues and, if applicable, use commercially reasonable efforts to remedy any such dissatisfaction. Other than as expressly outlined herein, HirelyFit cannot be held responsible for and cannot accept the control of the manner in which Users operate. In addition, HirelyFit is not in any way involved in the working conditions of a User.

You acknowledge and agree that the goodwill, value, and reputation of HirelyFit depends on Your performance of Your agreements and covenants as set forth in Your applicable Contract with HirelyFit. Therefore, Users agree and acknowledge that HirelyFit has the right to take any action, to be determined in its sole discretion, with respect to their Accounts and/or their Contracts, including without limitation, termination, suspension, or any other legal actions, as HirelyFit in its sole discretion considers to be necessary to ensure the proper protection of the values, reputations, and credibility of the Website and/or Services, but has no obligation to do so.

Subcontractors

If Subcontractor subcontracts with or employs third parties to perform services or provide deliverables on his, her or its behalf for any Contract, Subcontractor represents and warrants that he, she or it does so as an entity or individual authorized to do so and in compliance with all Applicable Law. As used herein, the term “Additional Subcontractor(s)” refers to any freelancer, independent contractor or agent of a User that User engages to perform any work on his, her or its behalf in connection with a Contract. Regardless of whether Subcontractor has Additional Subcontractors, Subcontractor remains responsible for all services performed under the Subcontractor’s Contract with HirelyFit. As used herein, “Applicable Law(s)” shall mean all federal, state, or local statutes, laws, rules, regulations, policies and/or procedures, or any rules, regulations, policies, and/or procedures of any federal, state, or local department or agency having jurisdiction over the activities, conduct, actions, or representations made by HirelyFit or Users, as amended from time to time.

Client acknowledges and agrees that Subcontractor is an independent contractor of HirelyFit, and neither Subcontractor nor Additional Subcontractor are employees or agents of HirelyFit. Additional Subcontractor and Subcontractor represent, warrant, and covenant, as applicable, that no Additional Subcontractors will have any claim for employee benefits for any reason whatsoever against HirelyFit or any User.

Subcontractors and Users acknowledge and agree that HirelyFit does not in any way supervise, direct, or control Subcontractors, set their fees, rates, work hours, work schedules, or location of work, in each case except as expressly set forth in a Contract between HirelyFit and a User HirelyFit will not provide Subcontractors or Additional Subcontractors with training or any equipment, labor, or materials needed for a particular Contract.

Payment Methods

In order to use the Website, including payment for services performed by HirelyFit or its Subcontractors, Client must provide account information for at least one (1) valid payment method. The Website makes the following methods of payment available: credit cards, debit cards, Bank account transfer, and third-party payment processors, such as Stripe (“Payment Method(s)”) to facilitate payments for Contracts. A User shall designate their preferred Payment Method via the Website.

Should You use Stripe or any third-party payment processor to make or receive payments, Your use shall be governed by Your agreement and/or terms of service with Stripe, located at stripe.com, or the third-party payment processor (“Third-Party Terms”). You agree to strictly comply with any Third-Party Terms. Your failure to abide by the Third-Party Terms may result in the termination or suspension of Your Account. Stripe may ask You to supply additional information relevant to Your Transaction, including Your credit card number, the expiration date of Your credit card and Your email and postal addresses for billing and notification. You hereby authorize HirelyFit to authorize payments through the Payment Method on Your behalf when payments to a Subcontractor are owed pursuant to a Contract.

Client hereby authorizes HirelyFit and its affiliates to process payments via the Payment Methods, to store information concerning Payment Methods to ensure the timely payment pursuant to Contracts and for the Services, or to charge a User’s Payment Method for any purpose authorized under these Terms of service or to otherwise compensate HirelyFit for a User’s failure to abide by these Terms of service. You further authorize HirelyFit to verify that the Payment Method(s) identified by You are valid, by among other things, initiating charges for the sole purpose of verifying that the charges are properly authorized and funded (“Verification Charge”). The Verification Charge will be initiated with a random amount in Our sole and absolute discretion, and upon verification of successful completion of the transaction, We will refund the Payment Method charged in the amount of the Verification Charge. If HirelyFit is unable to verify a Payment Method, User will not be permitted to utilize the Payment Method for the Services, for payment of Contracts, or for any other purpose of payment made available on or through the Website. By providing the Payment Method information through Our Website, Client covenants, warrants, and represents, that:

• (A) Client has a legal authorization to provide this kind of information to HirelyFit;
• (B) Client has a legal authorization to perform payments by using his/her Payment Method(s); and
• (C) that these actions do not violate these Terms applicable to Client's use of the Payment Method(s) or Applicable Law.

When You authorize a Payment Method via the Website, You as a Client hereby covenant, warrant, and represent that there are sufficient funds available at Your disposal for You to complete the payment by using Your Payment Method. Please be advised that to the extent of an amount in question owed according to this Agreement, which Client's Payment Method(s) cannot collect, it is Your sole responsibility to pay these amounts by other available means.

IMPORTANT: Any charges and/or fees within the Website are determined and calculated in U.S. Dollars.

YOU HEREBY AGREE AND ACKNOWLEDGE: (1) THAT HirelyFit MAY INITIATE CHARGES TO YOUR REGISTERED PAYMENT METHOD IN ACCORDANCE WITH THESE TERMS; AND (2) THAT YOUR CONTINUED USE OF THE WEBSITE AND APPROVAL OF THESE TERMS CONSTITUTES YOUR ELECTRONIC SIGNATURE ON, AND AGREEMENT TO, THE ABOVE PAYMENT AUTHORIZATION.

You agree to electronically authorize payment for Your Payment Method and You agree to receive electronic communications with respect to such payments. HirelyFit may communicate with You with respect to such payments by: (i) sending an e-mail to the e-mail address already specified by You for Your HirelyFit product and services Account; or (ii) posting notices or communications to Your HirelyFit product and services interface. These electronic communications shall be considered to be in writing. You may contact HirelyFit to update Your contact information used for these electronic communications or to withdraw consent to receive electronic communications, but HirelyFit reserves the right to terminate Your use of the Website if You withdraw Your consent. Please note that HirelyFit does not provide paper copies of electronic communications.

Fees

For Hourly Contracts, Subcontractor Fees will be automatically invoiced by Subcontractor to HirelyFit based upon the Timesheets generated by a Subcontractor (“Hourly Invoice(s)”). HirelyFit shall have five (5) days to review the Hourly Invoice and to dispute any charges contained in the Hourly Invoice (the “HirelyFit Review Period”). After the expiration of the HirelyFit Review Period, and provided there is no dispute as to the payment of the Hourly Invoice, HirelyFit will issue payment to Subcontractor within five (5) days of the HirelyFit Review Period. HirelyFit will then invoice Client for the applicable Client Fees, and Client authorizes HirelyFit to charge Client’s Payment Method for such Client Fees.

For Milestone Contracts, the amount due shall be invoiced by Subcontractor to HirelyFit upon a Client’s verification to HirelyFit that a particular milestone has been successfully reached (“Milestone Invoice”). HirelyFit will issue payment to Subcontractor within five (5) days of HirelyFit’s receipt of the amount of the Milestone Invoice.

For Scheduled Fee Contracts, HirelyFit will issue payment to Subcontractor for the amount, and upon the frequency, authorized and agreed by HirelyFit and such Subcontractor in the applicable Contract.

Reporting

HirelyFit will provide You with online reporting of the Client Fees You have paid or Subcontractor Fees You have received and any Service Fees that have been paid for use of the Website (the “Transaction(s)”). If Your Account is terminated, You will be provided with a summary of Transactions for the period twelve (12) months prior to Your Account’s termination. Once the report is transmitted to You, HirelyFit will have the discretion to delete all such reporting information, including all Transactions.

Suspension of Payment

If HirelyFit determines, in its sole discretion, that a User has violated these Terms, HirelyFit may refuse to charge a Client’s Payment Method and/or withhold payment of Subcontractor Fees, even if the terms of a Contract have been fulfilled. HirelyFit may also refuse to issue payments if:

• (i) You refuse to provide any information reasonably requested by HirelyFit;
• (ii) Your Client Fees or Subcontractor Fees are associated with a chargeback or dispute;
• (iii) You have engaged in intentional misconduct or fraud;
• (iv) You have or, in HirelyFit’s reasonable belief, are going to breach these Terms;
• (v) HirelyFit determines it is necessary for the purpose of an ongoing investigation; and/or
• (vi) As may be required by Applicable Law.

You hereby accept and acknowledge that HirelyFit has the right to reclaim and/or withhold all amounts owed to You or that are due to Us or by us to any Subcontractor. You agree and acknowledge that HirelyFit has the right to demand reimbursement of any fees, losses, damages, or the like, and shall be permitted to charge Your Account and/or Your Payment Method for said amounts

Non-payment

In case You fail to pay the Client Fees, including any other amounts that are due according to these Terms, whether by cancelling Your Payment Method or other method, We may suspend or close Your Account and revoke Your access to the Website, including Client's ability to use the Website to obtain any additional services from HirelyFit or HirelyFit’s Subcontractors via HirelyFit.

No Return of Funds/No Refunds

Client agrees and acknowledges that HirelyFit utilizes a third-party payment provider, and therefore, HirelyFit will have no way to, and will not, issue any refunds or return any payments that You have made, or authorized HirelyFit to make on Your behalf. Client agrees that once HirelyFit charges Client's Payment Method for the Client Fees as regulated and determined in this Agreement, the charge is to be treated as non-refundable, with an exception that is set by Applicable Law. You also hereby agree and acknowledge that this Agreement provides a dispute resolution process as a way for Client to resolve disputes. To the extent allowed by Applicable Law, Client hereby agrees not to exercise its chargeback right from the Payment Method, or any bank, credit card company or any other payment method provider against any Client Fees or other fees charged as part of a Contract or this Agreement regardless of the reasons.

Taxes and Formal Invoices

HirelyFit shall not and cannot accept the responsibility for determining the best ways for withholding, remitting or determining any taxes applicable to the Subcontractor Fees. It is a Subcontractor’s sole responsibility to determine whether or not it is necessary according to the Applicable Law to issue any formal invoices to HirelyFit for the Subcontractor Fees and for issuing any invoices as required.

Subcontractor will also be solely responsible for determining:

• (i) whether Subcontractor is required by Applicable Law to comply with the appropriate authorities in remitting any value added tax, including any other similar charges or any other taxes applicable to the Subcontractor Fees and remitting any such charges and/or taxes to the appropriate authorities on behalf of HirelyFit or itself, as required; and
• (ii) whether We are required by Applicable Law to withhold any amount of the Subcontractor Fees, and notifying HirelyFit of any such requirements and obligations (either by HirelyFit, at Our sole discretion, offsetting the amounts in question against a future payment of Subcontractor Fees to Subcontractor or Subcontractor reimbursing HirelyFit for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).
• In the event that HirelyFit is required to go through an audit, You hereby agree and acknowledge to promptly cooperate with Us. This means that You should provide all copies of Your tax returns and other relevant documents for the purposes of this audit, including Your records that show whether or not You are engaged in an independent business as represented to HirelyFit.

As consideration for Your use of the Website, HirelyFit charges a fee in the amount of 7.95% of the total amount of Subcontractor Fees paid to a Subcontractor (“Service Fee(s)”). Service Fees will be subtracted from the total amount of Subcontractor Fees owed to Subcontractor. When a Client’s Payment Method is charged for Subcontractor Fees, HirelyFit shall retain its Service Fee from the Subcontractor Fees, and the remainder shall then be paid to the Subcontractor subject to the terms of these Terms. HirelyFit reserves the right to update its Service Fee on a case-by-case basis for Subcontractor based upon criteria established at HirelyFit’s sole and absolute discretion.

You understand and agree that no representation or warranty is made with respect to the functionality or availability of the Website and/or Services and that all or any portion(s) thereof may be unavailable to You for use either temporarily or permanently without notice. We reserve the right in Our sole discretion, without notice, to suspend Your access to parts of the Website or to change the content, presentation, performance, or functionality thereof. We reserve the right to monitor, edit, and remove any content available on the Website, but do not have any obligation to do so.

Grant of License

Subject to the terms of these Terms of Service, HirelyFit hereby grants to User a non-exclusive, non-transferable, royalty-free right and license (the “License") to access and use the Website for User's Internal Business Purposes until HirelyFit terminates User's Account. "Internal Business Purposes” shall include the right to allow User to access the Website through a qualified Internet connection in furtherance of the business of User.User will have a License that entitles the number of Users approved by HirelyFit in writing to log in and use the Website. User will be liable for all of its Users’ compliance with this Agreement and for any violations by any of its Users of any of the terms of this Agreement.

Conditions of License

HirelyFit shall retain all right, title and interest, including all intellectual property and other proprietary rights, in and to the Website, or any parts or components thereof, including all derivative works thereof, but excluding any User intellectual property embodied in the Website. In addition, User acknowledges that HirelyFit owns or licenses various development tools, routines, subroutines and other programs, data and materials provided with or embedded within the Website that were developed or procured by HirelyFit prior to, independent of, or not exclusively for User as part of, HirelyFit’s performance of Services hereunder (collectively, the “Background Technology”). As between HirelyFit and User, HirelyFit retains all right, title and interest, including all intellectual property and other proprietary rights, in the Background Technology.

Restrictions on License

User shall not, directly or indirectly: (i) disassemble, decompile, or reverse engineer the Website or any improvement made thereto, or in any way attempt to discover or reproduce source code thereof; (ii) make the Website available to any third party on a time-sharing or service bureau basis, or otherwise attempt to resell to any third party the right to use the Website; (iii) create any derivative work of the Website; or (iv) use the Website for any illegal or unauthorized purpose, or to violate any Applicable Laws, or any proprietary right of a third party. For the avoidance of doubt, the foregoing shall not in any way limit User's ability to use or make available User’s intellectual property in any manner or fashion whatsoever separate or apart from the Website, and any such use shall not be a derivative work, or accomplish the same direct or indirect result contemplated by the Website.

Marketing Materials

User is authorized to utilize only those trademarks, marketing, and promotional materials related to the Website that are prepared or approved by HirelyFit (hereinafter “Marketing Materials”). User shall make no representations regarding the Website other than those contained in the Marketing Materials, or in any other way act or represent that it is authorized to act in a manner which would bind HirelyFit in any way whatsoever. User shall not use the name “HirelyFit” or any derivation thereof in any of its marketing, advertising or any of its other publications without HirelyFit’s prior written consent.

Prohibited Uses

You may not use the Website in any manner that could damage, disable, overburden, or impair HirelyFit, its servers, the Website, or otherwise interfere with any other party's use and enjoyment of the Website. You may not attempt to gain unauthorized access to any part of the Website, other Users or their Accounts, computer systems or networks connected to HirelyFit or any of its Users, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. Related to the use and/or access to Our Website, You are not to do the following:

• (i)upload, list or post inappropriate items or content in areas or categories on Our Website;
• (ii)circumvent or breach any Applicable Laws, the rights of the third parties, including Our policies, systems, Your Account status and determinations;
• (iii) fail to abide by the terms of a Contract;
• (iv) post defamatory, libelous, misleading, deceptive, false or inaccurate content;
• (v) post other User's private and confidential information;
• (vi) create multiple Accounts;
• (vii) use a false identity;
• (viii) be involved in any kind of actions with an aim of undermining Our ratings or feedback systems;
• (ix) post or distribute spam, bulk or unsolicited electronic communications;
• (x) distribute harmful technologies, such as viruses, that may cause harm to Our Website;
• (xi) use any kind of data extraction or gathering robots or automated tools to access Our Services and/or the Website;
• (xii) be involved in the infringement of the copyright, patent, publicity, database, moral, trademark, and/or other rights that represent the intellectual property of third parties or Us;
• (xiii) harvest or in some other way collect information related to Our Users without their knowledge or consent; and/or
• (xiv) attempt to enter into a Contract directly with another User in circumvention of HirelyFit.

Third-Party Applications

HirelyFit may permit You access to (through the Website) third-party products, applications, or services (“Third-Party Applications") which may be integrated into the Website or used in connection with the Website. Your use of the Third-Party Applications and any exchange of data between You and the third-party shall not be warranted or otherwise supported by HirelyFit or the Website. You hereby authorize HirelyFit to permit the Third-Party Applications access to Your User Content, as defined below. You acknowledge and agree that HirelyFit shall have no responsibility or liability arising from the Third-Party Applications’ use or access to Your User Content, as defined below.

Links

Regarding this Website's hyperlinks to other websites, HirelyFit does not control the content and/or availability of those websites. In addition, We do not necessarily endorse or review the materials that are made available to You through these websites. Viewing or using other websites is done entirely at Your own personal risk and such websites or services may be governed by separate terms and conditions. You hereby agree that HirelyFit shall not be liable for any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any such services or content that are made available through any of these websites.

You are solely responsible for the information and content posted on the Website or provided in connection with the Services. When providing such information or content while accessing and/or using the Website or Services (Your “User Content”), You grant Us with a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, right to exercise all copyright and publicity rights with respect to the User Content and to use the same for Our advertising purposes. You warrant and represent hereby that this User Content is error-free and accurate and that use of any pieces of the User Content by HirelyFit or Users does not and will not infringe any rights that represent Our or third-party intellectual property. HirelyFit assumes no liability and accepts no responsibility for any User Content provided by the Users. Upon the termination of Your Account, any and all User Content shall remain with HirelyFit. You acknowledge and agree that, as between You and HirelyFit, HirelyFit shall have ownership to, and all rights associated with, Your User Content.

Monitoring of Content

HirelyFit actively monitors the system for invalid logins and may automatically log out User from the Website. User is responsible for maintaining the security of its Account and passwords. HirelyFit cannot and will not accept any liability for any loss or damage from User’s failure to maintain such security. User is responsible for all User Content posted and activity that occurs under the Account. User shall not use the Website for any illegal activity, unauthorized purpose, or that in any way violates any Applicable Laws. A User shall ensure that its use of the Website does not violate any Applicable Laws or any proprietary rights of a third party. HirelyFit may remove or suspend access to the User Content that it determines in its sole discretion is pornographic, obscene, threatening, libelous, unlawful, offensive, defamatory or in any other way objectionable, questionable or violates any User’s or third party’s intellectual property or the obligations of these Terms. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any of HirelyFit’s Users, customers, freelancers, consultants, vendors, owners, members, officers, or any other agent or affiliate of HirelyFit, will result in immediate Account termination.

User Feedback

For the potential benefits of all other Users, HirelyFit encourages You (and other Users) to leave accurate, objective, truthful, and balanced feedback about other Users on HirelyFit with whom You worked. As a User, You hereby agree and acknowledge that these feedback results for other Users will include ratings and comments the other Users left and that HirelyFit will make it possible for other Users to leave and see the feedback, which is based on the individual comments and ratings. HirelyFit provides its feedback system as a useful and reliable means through which You can share Your User’s opinions publicly. Please be advised that We do not censor or monitor these comments and opinions. We also do not investigate these comments and opinions left by Users regarding their reliability and accuracy.

You hereby acknowledge that You can be held accountable with the legal consequences for the potential damages that other Users or third parties suffer as a direct or indirect result of Your feedback if it has been determined by a court that Your feedback is legally inappropriate. We cannot accept any kind of responsibility for any comment or feedback left or made available or shared on the Website by Our Users or any third parties, including the situations when it has been determined that these pieces of information are found to be in any way unlawful or not acceptable from the legal point of view. With an aim of ensuring the protection of Our feedback system’s integrity, including the protection of Our Users from any potential abuse, We reserve the right without accepting the obligation to remove the information included in the feedback that in Our sole judgment violates these Terms or in any other way negatively affects Our marketplace situation or operations.

HirelyFit Confidential Information

You acknowledge that, during the course of Your use of the Website, You may have access to certain confidential information in the form of know-how, trade secrets, or proprietary information (“Confidential Information”) of HirelyFit. Confidential Information may include, without limitation, customer lists, customer information, financial statements and information, marketing and sales data, sales manuals, case management policies and procedures, quality assurance policies and procedures, documentation of processes and software, designs, devices, compilations of information, operational techniques, operating manuals, symbols, service marks, logos, other intellectual property, vendor lists, marketing programs, plans, and strategies, research and development plans, contracts and licenses, licensing techniques and practices, models and strategies, computer software and other computer-related materials, copyrightable material, security controls, including computer system passwords, and other legally-protected information owned by or used by HirelyFit which are confidential in nature and may include confidential or proprietary information received from third parties. In addition, Confidential Information also includes any information which is not generally known to the public or within the market or trade in which HirelyFit competes, and the physical embodiments of such information in any tangible form, whether written or machine-readable in nature or any information which is marked or designated as "Confidential."

You acknowledge and agree that maintaining the confidentiality of the Confidential Information is integral to the ongoing operation and value of HirelyFit. In view of the foregoing, You agree to maintain the confidentiality of all HirelyFit’s Confidential Information and to not disclose, divulge, exploit, or use, in any manner whatsoever, HirelyFit’s Confidential Information for Your own benefit or the benefit of another person, to the exclusion of HirelyFit, or without HirelyFit’s prior written consent. You will additionally take all reasonable precautions to prevent the inadvertent or accidental exposure of HirelyFit’s Confidential Information.

You further agree not to in any manner whatsoever, circumvent or attempt to directly or indirectly circumvent, HirelyFit’s agreements with other Users, its customers, vendors, freelancers, contractors, or any other strategic business relationship maintained by HirelyFit, for Your own benefit or for any other purpose, without obtaining HirelyFit’s prior written consent.

You acknowledge that HirelyFit has obtained and will continue to obtain from third parties associated and in relation with Us, e.g., Users, partners, collaborators, licensors, licensees, customers, suppliers (collectively, “Associated and Related Third Parties”), all of their proprietary or confidential information (collectively, “Confidential Information of the Associated and Related Third Parties”) that represents a duty on HirelyFit’s part to ensure the full confidentiality of such Confidential Information of the Associated and Related Third Parties and use it for strictly limited purposes only. You agree and understand that You owe HirelyFit and its Associated and Related Third Parties an obligation to hold all such Confidential Information of the Associated and Related Third Parties as strictly confidential information, including an obligation not to use or disclose it to any third party with the sole exception when it is necessary to carry out the work for HirelyFit consistent with HirelyFit’s agreement with these Associated and Related Third Parties.If future patent, trademark or copyright protection is obtained for HirelyFit or any element incorporated into the Website, User shall cooperate with HirelyFit in enforcing or policing such protection and by taking all reasonably appropriate measures including marking trade secrets and HirelyFit’s Confidential Information as required and taking other reasonable measures as requested by HirelyFit.

If future patent, trademark or copyright protection is obtained for HirelyFit or any element incorporated into the Website, User shall cooperate with HirelyFit in enforcing or policing such protection and by taking all reasonably appropriate measures including marking trade secrets and HirelyFit’s Confidential Information as required and taking other reasonable measures as requested by HirelyFit.

Users Confidential Information

You acknowledge that, during the course of Your Contracts, You may have access to certain Confidential Information belonging to another User, who may disclose such Confidential Information to You in connection with the performance of a Contract and such Confidential Information will be disclosed to You in confidence (a “Disclosing User”). You acknowledge and agree that maintaining the confidentiality of the Confidential Information is integral to the value of Disclosing User and is vital to his, her or its successful operations. In view of the foregoing, You agree to maintain the confidentiality of all Disclosing User’s Confidential Information and to not disclose, divulge, exploit, or use, in any manner whatsoever, Disclosing User’s Confidential Information for Your own benefit or the benefit of another person. You will additionally take all reasonable precautions to prevent the inadvertent or accidental exposure of Disclosing User’s Confidential Information. You agree that You will not at any time, use, directly or indirectly, any of Disclosing User’s Confidential Information for the benefit of You or any person other than the Disclosing User without obtaining Disclosing User’s prior written consent. You further agree not to in any manner whatsoever, circumvent or attempt to directly or indirectly circumvent, Disclosing User’s agreements with its customers, vendors, freelancers, contractors, or any other strategic business relationship maintained by Disclosing User, for Your own benefit or for any other purpose, without obtaining Disclosing User’s prior written consent.

Work Product of Users

You agree to assign and do hereby assign to Client any and all ideas, designs, know-how, programs, improvements, inventions, discoveries and literary creations (collectively referred to as “Inventions”) which You alone or with others may conceive or make, and which are made wholly or partially with Client’s assets or Confidential Information or are developed wholly or partially during or as a result of Your work under a Contract. Such Inventions are and shall be the property of Client and shall be deemed to be part of Client’s business, whether or not any applications for patents, trademarks or copyrights are filed thereon. Further, all such Inventions shall constitute Confidential Information. You shall not claim to own any Inventions relating to the business of Client. Except as otherwise prohibited by law, and except for Inventions made prior to commencement of Your interactions with Client, and in regard to the above assignment of Inventions to Client, without further consideration, You hereby fully and irrevocably assign, transfer, and convey to such Client all copyrights, trade secrets, patent-related applications, patents, mask works, and all other rights that can be treated as the intellectual property in any Invention and any and all Moral Rights which You may have in, to, or with respect to any Invention. “Moral Rights” refer to any rights to make an authorship claim related to an Invention, to prevent or object to any Invention’s modification(s), or to demand a withdrawal from circulation, including the control, distribution, or publication of any Invention, and any similar or relevant right, which exists under statutory or judicial law of any country or under any treaty in the world, regardless of whether or not this particular right is generally referred to or denominated as a Moral Right.

The Website and Services are owned by Us or Our licensors and are regulated and protected by all applicable intellectual property laws, copyrights, patents, trademarks, and similar. All copyrightable text and graphics of all materials and the overall design of the Website are Ours. The name “HirelyFit” and other marks, logos, designs, and phrases that We use in connection with the Website and Services are Ours. They may not be used without Our express written prior permission.

You agree and accept that You will not reverse engineer, disassemble, decompile or in any other way modify the Website’s material. We may, in Our sole discretion, terminate the access of Users who infringe on Our copyright rights or the rights of other Users.

License to HirelyFit Application/Content/HirelyFit Mobile Application/License to Third Party Software

In order to use Our Website or Services, You are required to use the appropriate software and applications (collectively, "Software") provided to You by HirelyFit. We hereby grant You a non-exclusive, non-transferable and limited license to use Our Software according to the requirements of these Terms. If You need to download the Software in order to use it on Your mobile devices, then this license is to be extended to all mobile devices that You use, control or own. You agree and accept not to reproduce, disassemble, decompile, display, publish, adapt, alter, distribute, reverse engineer, translate or in any other way attempt to come up with any source code that is derived directly or indirectly from the Software. In addition, You acknowledge and accept that all interest, rights, and title to Software are the exclusive ownership of HirelyFit. Your rights to access and use the Software are to cease immediately when We determine that You have breached these Terms, including Your Account's termination.

It is Your sole responsibility to take care of Your tax payment and reporting duties associated with any of Your Contracts. HirelyFit cannot be obligated or held responsible in any way regarding Your duty to determine any taxes applicable, including the obligation to collect, report or remit any kind of applicable tax payments. You hereby agree and accept to hold harmless, defend and indemnify HirelyFit against any and all such contributions or taxes, including all associated interests and penalties incurred by HirelyFit as a result of Your failure to comply with tax filing or payment obligations. HirelyFit is required to report to the IRS the total payment volume received by Users whose payments exceed Twenty Thousand Dollars ($20,000.00) and Two Hundred (200) payments in the same calendar year. We will track Your Account activity to determine whether You exceed these thresholds. You are required to provide Your tax identification number for Your Account if You do not already have one on file. If You exceed the thresholds mentioned above, We will send Form 1099-K to You and the IRS.

Issuance of W-9

HirelyFit Users who have US citizenship or other US persons (as regulated by the Form W-9 issued by the IRS) have an obligation to submit a complete Form W-9 that will be updated accordingly regarding any change in the User’s tax status and/or change in the information required on the Form. Non-U.S. citizens or U.S. persons (as defined in Form W-9) are required to provide a complete Form W-8 which shall be updated upon any change in the User’s tax status and/or change in the information required on the Form.

HirelyFit applies a thorough and comprehensive customer-oriented process and regular ongoing analysis, including reporting activities with an aim of providing safe, reputable, and compliant services. These specific efforts include, among other others, monitoring for any kind of suspicious financial transactions followed by the mandatory reporting to all international and/or domestic regulators. HirelyFit is required to retain certain pieces of information and documents that are required by Applicable Law. HirelyFit hereby expressly reserves the right to save these documents and pieces of information.

It is HirelyFit's exclusive and reserved right to refuse Your registration to, including Your transactions from or to, and termination of any associated Account, for any reason We consider to be justifiable or for no reason at all whatsoever at any given time. Without the limits to the above mentioned and regulated, these situations include, but they are not necessarily limited to, any User from or in jurisdictions that do not follow or are obliged to the Anti-Money Laundering and Counter-Terrorism Financing Act standards as set out by the Financial Action Task Force or any User that fails to comply and meet any of the customer-oriented standards, requirements or requests of HirelyFit.