Client desires to use the FreeUp Network, its services and platform to attempt to locate Independent Contractors (“Freelancers”) marketing their Services to potential Clients to satisfy Client’s business needs on a non-exclusive basis.
FreeUp is willing to permit Client to access the FreeUp Network to locate and potentially enter into independent contracts with Freelancers to perform Services that Client is seeking.
MARKETPLACE CONCEPT - ACCESS TO FREELANCERS ON A NON-EXCLUSIVE BASIS. Client understands and acknowledges that FreeUp may, in its sole discretion and subject to certain subjective access criterion, permit an unlimited amount of Clients and Freelancers access to the FreeUp Network. Client understands that other Users on the FreeUp Network may be engaged, may have previously been engaged, or may engage in the future in the same or similar business activities as Client. Client understands that Freelancers on the FreeUp Network may have other clients both within the FreeUp Network and outside of the FreeUp Network, and may be performing Services similar in nature or the same as those performed for Client for Freelancers’ other client. Client understands and acknowledges that Freelancers are independent contractors making themselves available to perform Services on a discretionary, non-exclusive basis, and any change or alteration of the non-exclusive basis for Services is solely between Client and Freelancer.
CLIENT AND FREELANCERS. Client and Freelancer are responsible for determining the manner and methodology for performing any Services. Client and Freelancer are responsible for determining length of project and any project scheduling. Any equipment, supplies, facilities or any other items necessary for use in and for the purpose of performing Services shall be between Client and Freelancers. Client and Freelancer are responsible for determining any onboarding related to the scope of Services agreed upon. Clients are encouraged to agree to the scope of hours required for any project with Freelancers in advance and in writing, and FreeUp encourages this practice as an effort to forego any future issues between Client and Freelancers over time expended on Services, where applicable.
CLIENT’S WARRANTIES AND OBLIGATIONS RELATED TO ACCESS AND USE OF THE NETWORK. Client represents and warrants that they will use the FreeUp Network for business purposes only. Client further represents they are in good standing with all federal, state and local agencies, regardless of where Client’s principal address, principal place of business, or any other locations, whether Client conducts business or has a business presence including without limitation where access to the FreeUp Network or Services provided by Freelancers originate, continue or are completed. Client represents and warrants they are over the age of 18 years old (if an individual) and eligible to conduct business on the FreeUp Network, regardless of where access or Services originate, continue or are completed. Client shall maintain appropriate legal authorization to conduct business under all applicable laws. Client shall comply with all applicable statutes and regulations. Client represents and warrants the Services sought on the FreeUp Network are for lawful, legitimate, business purposes only.
Client acknowledges and agrees it shall be solely responsible for payment to Freelancers through the FreeUp Marketplace for all Services rendered to Client, regardless of whether Services are performed by Freelancer as an individual or Freelancer as a business entity with personnel (“Freelancer Personnel”). Client agrees it is solely responsible for all payments to Freelancer through the FreeUp Marketplace for Services performed by Freelancer on a weekly basis.
Client agrees and acknowledges it is solely and exclusively responsible for any tax obligations related to its business. If Client has any other representatives (“Client Personnel”) performing any services which relate to or pertain to any Services in which Freelancers may be performing for Client, Client shall be solely responsible for all wages, pay, costs, expenses, payments, taxes including without limitation value-added tax where applicable, insurance, benefits and any other monetary or non-monetary entitlements of any kind, if any, associated with any Client Personnel. Client agrees and acknowledges that any Client Personnel have no relationship with FreeUp whatsoever and are not entitled to any payments of any kind from FreeUp. There may be instances where a Freelancer may perform Services at a Client’s site or location, a third-party site or location, or instances where Freelancers and Clients may have in-person contact or meet. That is entirely up to the Freelancer and Client. However, FreeUp discourages this practice. Client agrees and acknowledges that FreeUp is not responsible for any injury or claims of injury, regardless of form, relating to or arising out of any meeting, gathering, or Services (including any travel to, from or during) by or between any Freelancer or Client. This includes without limitation any claims of personal injury or workers’ compensation claims to or made by any individuals. Client is responsible for maintaining appropriate insurance based on its business and as governed by any applicable law.
Client agrees and acknowledges that Client shall treat Freelancers as Independent Contractors and that Client is solely responsible for and assumes all liability for any employment classification of any Freelancer or Freelancer Personnel including any classification as employees of Client. Client agrees and acknowledges that FreeUp has no control, supervision, direction, decision-making authority, neither directly nor indirectly, for Freelancer and/or Freelancer Personnel other than Freelancer’s access and use of the FreeUp Network. Any customer support services provided by Freeup or the FreeUp Marketplace are for the benefit of Users and are not intended to, or to be construed as, FreeUp exercising any control or direction of the independent relationship between Client and Freelancer. Client agrees and acknowledges that Freelancers are not employees, independent contractors or agents of FreeUp. Freelancer and Client are responsible for determining any contract terms between Client and Freelancer including without limitation pay rate, work hours, service dates, and working conditions.
Client acknowledges that FreeUp’s only function is to permit Client access to Freelancers on the FreeUp Network that may be able to perform Services that Client is in need of.
CLIENT AGREES AND ACKNOWLEDGES THEY ARE SOLELY RESPONSIBLE FOR FULL PAYMENT FOR ALL SERVICES RENDERED BY ANY FREELANCER FOR FREELANCER’S SERVICES TO CLIENT ARISING OUT OF THE FREELANCER AND CLIENT’S ACCESS TO AND/OR USE OF THE FREEUP NETWORK. CLIENT ACKNOWLEDGES AND AGREES THAT THIS IS A MATERIAL PROVISION OF THIS AGREEMENT, CLIENT’S ACCESS AND USE OF THE FREEUP NETWORK.
Client acknowledges and agrees to maintain an active email address and phone number and to make such address, phone number and, where necessary or requested, other contact information available to FreeUp and Freelancers. Client gives FreeUp express permission to share any and all contact information in the possession of FreeUp with any Freelancers of Client and FreeUp is authorized to maintain Client’s information in FreeUp’s normal course of business.
TREATMENT OF ALL USERS. All Users, both Freelancers and Clients, are expected to conduct themselves in a professional, courteous manner at all times. Client and Freelancers acknowledge they understand and agree to conduct themselves in a professional, courteous manner toward all Users. FreeUp does not tolerate unprofessional conduct in any form. This includes without limitation reports of any discrimination, harassment, unlawful or unprofessional conduct towards Freelancers and/or Freelancer Personnel and other Clients. Abusive and disrespectful language is not tolerated in the FreeUp Network. Disrespectful language is defined as: profanity, insults, and cruel or violent language. FreeUp considers the Network to be a place free of discrimination and retaliation of any kind and of equal opportunity to all potential users regardless of gender, sex, race, ethnicity, national origin, color, disability, religion, sexual orientation and sexual preference. Clients and Freelancers understand and acknowledge the continued access and/or use of the FreeUp Network is conditioned on Clients and Freelancers maintaining itself in the set forth manner at all times.
FURTHER ASSURANCES. Upon request by FreeUp at any time, Client shall provide business records, including without limitation business licenses, or any other documents related to Client’s business activities through the FreeUp Network. Further, Client agrees to cooperate, including in the form of providing additional requested documents in an expedited manner to FreeUp, upon request.
BENEFITS OF THE FREEUP MARKETPLACE - FREEUP’S OFFERINGS. Subject to FreeUp’s sole discretion, FreeUp allows Client admitted to the Network access to Freelancers admitted to the FreeUp Network in the United States and/or outside of the United States which may be—subject to Client and Freelancer’s separate, express mutual agreement—able to perform Services in which Client has identified it is in need of. Subject to FreeUp’s sole discretion, FreeUp allows Client access to the FreeUp Network to potentially increase Client’s accessibility to Freelancers potentially capable of providing Services that Client has indicated it is in need of. Subject to its sole discretion, FreeUp permits Clients to accessfreeup.net (the “Site”) and potential Freelancers on the Site. The Site serves as a platform by which Clients and Freelancers can be introduced and may enter into independent contractor agreements for Services in which Clients are in need of.
Based on Client’s expressed requests, FreeUp makes Client’s requests available to all Freelancers on the FreeUp Network and then may use subjective judgment to assist Clients to connect with single/multiple Freelancers on the Network, if applicable, that have indicated they are looking for new freelancing opportunities and that FreeUp has identified as having a skill set and background that may be in accordance with Client’s request.
FreeUp may work with Client and Freelancer and attempt to assist in resolving any issues that may arise in the event Freelancer and Client are unable to resolve any issues amongst themselves.
Subject to certain terms and conditions as set forth more fully herein, FreeUp may identify a new Freelancer for Client if Client’s current Freelancer is not fulfilling the Services agreed to be performed upon Client’s request and FreeUp’s independent assessment of current Freelancer’s performance.
RIGHT AND OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY. Unless otherwise agreed to by and between Freelancer and Client in writing, upon Freelancer’s receipt of full payment from Client for the agreed upon services, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.
“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
“Background Technology” means all Inventions developed by Freelancer other than in the course of providing the agreed upon Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.
PAYMENT OF SERVICES. Client agrees and understands that it will be charged the full amount for all hours billed by Freelancer in providing the agreed to Services for Client as entered into the FreeUp timeclock system. The billing/invoice period is Wednesday through Tuesday. Clients will be billed for Services rendered by Freelancer every Thursday. Client should receive an invoice via email outlining the hours billed by Freelancer for the prior billing/invoice period. Invoices for the previous billing/invoice period will be submitted to Client on Thursday as well, however, invoices may not be provided prior to Client being charged for the billing period. Client understands and agrees that this payment, billing and invoice arrangement is applicable to Client regardless of the payment method selected. Client expressly agrees to these payment terms and methodology.
Client is responsible for full payment of all billed hours for Services provided regardless of whether the Freelancers provide Services to Client directly or a third party engaging in business with Client. In the event a Client has a relationship with a third party by which Services are rendered by Freelancer to such party through Freelancer’s engagement with Client, Client is fully responsible for all hours billed for Services provided to Client, up to and until any third party accesses the FreeUp Network independently. This includes payments of all fees originating exclusively from Client’s bank account(s) (ACH) and/or credit card(s).
Freelancers account for the time spent rendering Services to Client through use of the FreeUp timeclock system. While Freelancers may provide Client with their own invoices, Client is responsible for the time Freelancer accounts for in the FreeUp timeclock system. Client acknowledges that the FreeUp Network does not use or offer screen capture or screenshot software. Client agrees that the lack of screen capture or screenshot software is not a valid reason for disputing an invoice of billed time for Services. Client has access to FreeUp’s timeclock system within its FreeUp Account to view billed time at any time. Client can view the FreeUp timeclock by logging into its FreeUp Account on the FreeUp Site. A video on how to use the timeclock can be found here: //www.youtube.com/watch?v=a8UfX8IEJQk&feature=youtu.be
All transactions are final. Client shall review all invoices upon receipt. Notwithstanding the foregoing, Client shall bring any questions or concerns pertaining to billing/invoices to the attention of Freelancer and, if necessary FreeUp, within seven (7) days from the end of the billing period. After this period, and except as set forth herein, any disputes for refunds are between Freelancer and Client.
Client has three (3) options to pay Freelancers for Services rendered. Client only needs to select ONE option.
(View all options here: //freeeup.com/payments/):
(i) ACH (Preferred Option) – ACH transaction is the preferred payment method. FreeUp strongly prefers this option. Savings are then able to be passed onto Users by offering lower Services Fees for accessing and use of the FreeUp Network. Client can keep its bank account information secure with FreeUp. Client’s bank account is debited every Thursday for the invoice(s) owed. See the ACH Agreement for more information. Set up is fast, easy and secure using Paysimple. NO MINIMUM REQUIRED.
(a) By enrolling in the ACH payment program, Client agrees to the Client ACH Agreement & Authorization Form, //FreeeUp.com/client-ach-authorization-form/. This allows payments for Services rendered by Freelancers as provided in weekly invoices to be debited from Client’s account. You must E-sign the ACH Agreement before submitting banking information.
(b) Enter the bank account information and checkout using this link //freeeupach.mypaysimple.com/s/freeeup-ach-1. $10 will be debited from your bank account to complete the sync. FreeUp will credit Client’s first invoices from FreeUp account the full $10.00 and Client’s bank information will be stored going forward. If Client does not use FreeUp for contracting with a Freelancer, Client may request the $10 back by contacting Accounting@FreeeUp.com.
(ii) Credit Card – Payment of weekly invoices for Services rendered by Freelancers are distributed to FreeUp and then to Freelancers using Client’s credit card. The Client credit card is kept in FreeUp’s system and invoices are automatically charged each week. NO MINIMUM REQUIRED.
(a) Enroll in the credit card payment program by completing the Credit Card Agreement - Authorization Form: Credit Card Authorization Form
Client consents to FreeUp’s Payment Processor storing Client’s credit card(s) on an ongoing basis for the purpose of rendering payments to Freelancers contracted with Client for Services provided to Client, including Service Fees.
(c) If Client’s credit card is cancelled or full payment is unable to be processed a new credit card must be provided right away. Client agrees that an updated, valid, and functional credit card must be provided within 48 hours.
(d) Client’s access to and/or use of the FreeUp Network, and Freelancer’s Services, may be suspended or paused if a credit card gets declined and until it is updated and processing can be fulfilled.
(e) By providing FreeUp and/or its Payment Processor your credit card you are accepting the FreeUp Credit Card Terms which include:
(g) Client agrees and acknowledges it is solely and exclusively responsible for any applicable fees, surcharges, conversion fees and terms and conditions of any of these options, including any fees associated with resolving or disputing a chargeback regardless of the reason for the chargeback.
THERE IS NO UPFRONT CHARGE FOR THE ACH AND CREDIT CARD OPTIONS.
(iii) Retainer - This option is only available to international Clients that may not have access to a usable credit card or bank account. Retainer is only an option with FreeUp’s permission. Please request the separate Retainer Agreement for details.
OTHER PAYMENT INFORMATION. The provisions in this section apply to this Agreement regardless of what payment method is selected by Client.
(i) Fees – Client agrees and acknowledges it is responsible for all transaction fees including processing and conversion fees regardless of the payment method selected by Client. If any fees are charged by mistake, such fees will simply be credited on the Client’s next invoice.
(ii) Client agrees and warrants that it shall only pay for Services agreed to with Freelancers through Client’s access to or use of the FreeUp Network through its own bank accounts and/or credit cards and never that of any third party for which Client may have a relationship with.
(iii) Client agrees to make all payments for Services rendered by Freelancers in United States Dollars (USD) or cover all currency conversion costs.
(iv) If the full amount of any invoice is not paid at the time payment is processed, regardless of the payment method selected by Client, Client accepts and agrees to pay either a 1.5% monthly late fee on the particular invoice amount until full payment is made or a $25 weekly late fee for each week until full payment is made, whichever is greater, unless prohibited by applicable law.
(vi) Client agrees to not discuss rates (hourly or flat rate) for Services with Freelancer. This is a material term of this Agreement. Client will contact FreeUp regarding any rate questions, concerns or feedback at Accounting@FreeeUp.com.
RELATIONSHIP OF THE FREEUP NETWORK AND FREELANCERS. Client understands and acknowledges that Freelancers on the FreeUp Network are Independent Contractors with respect to Client and should be treated by Client--under all definitions—as Independent Contractors. Client understands and acknowledges that Freelancers are merely users on the FreeUp Network, accessing a Site by which they are seeking potential freelance Clients. Client understands and acknowledges that Freelancers are not employees of the FreeUp Network for any purposes whatsoever.
Client understands and acknowledges that a Freelancer has no right or authority, expressed or implied, to assume or to create any obligation or responsibility on behalf of FreeUp, unless expressly directed or authorized by FreeUp in writing. Client understands and acknowledges that Freelancers have no right or authority to assume or create any obligation(s) of any kind, express or implied, on behalf of FreeUp or to make any representation or warranty regarding FreeUp unless expressly directed or authorized by FreeUp in writing.
LIMITED USE OF FREELANCERS. Client agrees to make no attempt to hire, pay, recruit, solicit, hire, contract with or compensate a Freelancer (all references to Freelancer in this section include Freelancer Personnel) outside of FreeUp that they were introduced to, or contracted with, during any time in which Client is accessing or using the FreeUp Network and for a period of two (2) years immediately following the termination of Client’s access to or usage of the FreeUp Network, regardless of the reason.
Client shall not recommend, urge or encourage any other User on the FreeUp Network or any third party to not access the FreeUp Network or to do business with any Freelancer they were introduced to, or contracted with, during any time Client is accessing or using the FreeUp Network. This expressly prohibits Client from doing any of the acts set forth in this section through any third party or any recommendation to other parties without recommending access through FreeUp.
Client agrees to promptly notify FreeUp in the event that Client learns or obtains any knowledge that any other Client, User or Freelancer on the FreeUp Network attempts to, or actually does, conduct business outside of the FreeUp Network in violation of this section.
In the event a Freelancer is hired, contracted, or compensation is paid to Freelancer (outside of FreeUp) by Client or any other party for the benefit of Client in violation of this section, Client acknowledges that there is substantial cost to FreeUp in the pre-vetting of Freelancers for admission to the FreeUp Network and maintaining the FreeUp Network to FreeUp’s standards, both of which are for the benefit of Client. Accordingly, Client agrees and acknowledges it shall pay to FreeUp the stipulated sum of $5,000.00 and 25% of Freelancer’s total earnings from Client, regardless of whether compensation is paid directly to Freelancer or through an entity for Freelancer’s benefit, for forty-eight (48) months from the date of any breach of Client’s obligations under this section. Client agrees that the total stipulated sum is a good faith estimate that is a fair and reasonable amount to compensate FreeUp for its lost profits in the form of lost Services Fees.
It is not a violation of this section if:
(a) The Freelancer was not introduced to or interviewed with Client; or
(b) Freelancer previously provided services to Client prior to Client’s use and/or access to the FreeUp Network.
Provided that Client has not violated the above provisions in this section, Client can seek to buyout a Freelancer for Client to access the Freelancer outside of the FreeUp Network. The buyout amount is a minimum of $5,000.00 USD for Freelancers located outside the U.S. and $10,000 for Freelancers located inside the U.S., but shall be negotiated with FreeUp directly and is subject to a separate, written agreement. Any potential buyout is expressly conditioned upon and subject to Freelancer’s express written agreement. A buyout contemplates only the right to engage Freelancer directly, outside the FreeUp Network. A buyout does not provide the Freelancer the right or consent to drop or cease performing Services for other Clients accessing the FreeUp Network in which Freelancer has previously agreed to render Services.
USER SATISFACTION. While Client and Freelancer are responsible for determining the manner and method of any onboarding, if applicable, related to the scope of Services agreed upon, Client understands and acknowledges that Freelancers are encouraged to bill for all time incurred in providing Services to Clients. This includes any onboarding time.
FreeUp will be responsible for replacement costs for the actual number of hours Client and the former Freelancer billed for onboarding if the former Freelancer becomes unavailable or ceases performing Services for Client absent any fault attributed to Client. For example, if Client and the former Freelancer billed 5 hours onboarding for the Services agreed to, the FreeUp Network will cover up to 5 hours of onboarding for the replacement Freelancer. This is applicable for up to 100 onboarding hours, provided that is the number of hours Client and the former Freelancer actually billed onboarding for Services to be provided. Any actual onboarding of the former Freelancer exceeding 100 hours is not covered by the FreeUp Network.
(a) This policy and provisions are expressly conditioned on the former Freelancer becoming unavailable and/or ceasing to perform Services for Client and the unavailability and/or ceasing of Services not being the fault of, or attributable to, Client.
(b) Onboarding/Replacement are limited to Client introducing the Freelancer to its business processes specific to the Service Freelancer is engaged to perform as agreed to by all parties.
(c) FreeUp Network will only pay the replacement costs in the form of a credit on future invoices (FreeUp will make a payment to offset the former Freelancer’s actual onboarding hours) if Client engages a new Freelancer accessing the FreeUp Network.
(d) This does not apply if Client terminates the Freelancer or pauses work.
BILLABLE HOURS. Once Client and Freelancer agree to Services (and Client notifies FreeUp of this agreement so that Freelancer can be added to Client’s timeclock), Freelancers are encouraged to bill for all time incurred in rendering agreed upon Services to Client. Subject to the Freelancer’s independent business discretion, Freelancers are encouraged to discuss minimum billing of 30 minutes for Services. This may include without limitation all phone calls, onboarding, research, work, consults, emails and time Freelancer spends with Client or at Client’s place of business.
Client understands that Freelancers set their own rates, therefore, Freelancers’ rates may vary depending on skills, experience, location, material necessary to render Services and the scope of Services sought by Client. Rates for Services are set by Freelancers. The total hourly rate includes Freelancer’s agreed upon hourly rate and Service Fees.
(i) Freelancers agree to interview with Clients in the event that a Freelancer is interested in the type of Services sought by Client. In most instances, Freelancers are encouraged to keep any interviews and introduction to less than 15 minutes. Client has the option of this introduction/interview at their discretion. Upon mutual agreement of Freelancer and Client to contract to perform Services, Client must confirm the hire inside the FreeUp software or notify the FreeUp Network confirming the hire so that the Freelancer can be added to Client’s FreeUp timeclock.
Freelancers are encouraged to obtain prior, written approval from Client of hours that Freelancer, in their business judgment, believes will be required to provide any agreed to Services. Client is encouraged to request an estimate of the number of hours and delivery dates that Freelancer, in their business judgment, believes will be required and achievable to provide any agreed to Services and to reach an agreement with Freelancer on the number of hours in writing and prior to Services being commenced.
Client is encouraged to have a continuing dialogue with Freelancer regarding the progress of Services and the current billing for hours incurred in rendering Services. Client is not responsible for billed hours exceeding any prior, written approvals within the same scope of Services agreed to so long as the Client files a dispute within six (6) days from the close of the billing/invoice period in which the disputed hours were billed. This does not apply if the Freelancer gets prior approval to exceed any previously approved time restrictions. Client understands that each Freelancer has independent discretion on how (the manner and method) they perform Services and limiting hours may impact performance and results. Client cannot require Freelancer to perform agreed to Services in a time period less than Freelancer’s estimate of the length of time such Services will take to complete, without Freelancer’s express consent.
(ii) After meeting a Freelancer, Client has the option to interview a Freelancer for 10 to 15 minutes. This 10 to 15 minute interview is free. During the interview, Client should ask Freelancer about their background, skills, experience and other questions regarding the Freelancer. Freelancer is discouraged from reviewing Client’s account(s), providing any consultation, and/or beginning onboarding or commencing performance of any Services until Client confirms in their FreeUp account to hire Freelancer or informs FreeUp of its desire to hire the Freelancer. Freelancer is then encouraged to bill for a discovery phase if necessary to be able to present Client with estimates and delivery dates.
FIXED PRICING. Under the Fixed Price Structures, the Client funds the project through FreeUp. In other words, the Client is billed the full fixed price amount up front by FreeUp. Thereafter, the Freelancer’s fees for the Services are released as agreed upon by Freelancer and Client under one of the fixed price options, below. Client and Freelancer come to an agreement on the Services to be provided and the Fixed Price Amount which shall include Freeup’s 15% Service Fee.
Options for release of the fixed price payments (To be determined by Freelancer and Client):
Options for release of the monthly, recurring fixed price payments (To be determined by Freelancer and Client):
INDEMNIFICATION. Client understands it is using all Freelancers as Independent Contractors and at its own risk at all times. Client understands that once payment is distributed to the Freelancer, the payment is final and FreeUp is not responsible for any refunds whatsoever or any dispute involving the Freelancer and Client.
Client hereby indemnifies and holds harmless, FreeUp, its owners, managers, members, officers, directors, shareholders, successors and assigns, of and from any and all liability, manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorneys’ fees, cost of any settlement, claims, and demands whatsoever in law or equity arising out of or related to this Agreement, Client’s use or access to the FreeUp Network, Client’s use or access to the Site, Client’s relationship with any Freelancer, referrals from any Freelancer regardless of the nature of the referral or the dispute, other Users on the Site or the FreeUp Network, or the Services provided by any Freelancer or Freelancer Personnel, whether directly or indirectly (collectively, “Claims”). This indemnification expressly includes without limitation any Claims by any third party and/or online marketplace altering or terminating Client’s or any client of Client’s rights or access. Client hereby agrees to accept full responsibility for and indemnify the FreeUp Network for any Claims made by any client of Client or third party engaged in business dealings with Client for which any Freelancer accessing or using the FreeUp Network provided or performed any Services directly, indirectly or for the benefit of Client through Client’s use and/or access to the FreeUp Network. This indemnification and hold harmless provision further includes without limitation any Claims or classification of Client as an employer of any Freelancer or Freelancer Personnel or joint employer of Freelancer or Freelancer Personnel; any employment-related Claims including without limitation under any international, federal, state or local law, rule, regulation, statute, or ordinance such as those relating to employment termination, employment discrimination, harassment, whistleblower, interference or retaliation; any Claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, workers’ compensation benefits, unemployment benefits, or any other employee benefits threatened or brought by any Freelancer or Freelancer Personnel including without limitation under any such Claims under any international, federal, state or local law, rule, regulation, statute or ordinance; any Claims against FreeUp for any Freelancer or Freelancer Personnel’s error, omission, failure to complete, failure to satisfactorily perform, negligence, defect, tort or tortious conduct, breach of contract; any Claims against FreeUp for Freelancer or Freelancer Personnel’s rights of ownership of work product and/or intellectual property or use of confidential or proprietary information; any Claims against FreeUp for any Freelancer or Freelancer Personnel’s unlawful or illegal conduct; Claims or disputes regarding or between Freelancer and Client or against FreeUp related to any fixed pricing or payments due or made to Freelancer for Services provided. This provision continues and remains in full force and effect upon termination of Client’s access and/or use of the FreeUp Network and this Agreement.
REASONABLENESS OF LIMITATIONS. It is agreed to by the parties that the covenants in this Agreement are reasonably necessary to protect the legitimate business interests of the FreeUp Network and that such covenants impose a reasonable restraint on Client in light of the business and activities of the FreeUp Network.
RELATIONSHIP OF FREEUP AND FREELANCERS. Freelancers are Independent Contractors and users of the FreeUp Network that have been permitted access to the FreeUp Network. Freelancers are not employees of FreeUp for any purposes whatsoever. Client understands and acknowledges that FreeUp Network shall not make any deduction, withholding or contribution with respect to any Freelancers (or Freelancer Personnel) on account of FICA (social security), unemployment insurance contributions, unemployment compensation, income tax or otherwise, under any federal, state or local laws that may be applicable to an employer/employee relationship, regardless of where Freelancers conduct Services or reside.
REFERRALS. Client is encouraged to tell other potential clients about the FreeUp Network, however, Client agrees to not share proprietary information of FreeUp or pricing arrangements between FreeUp and Client under this Agreement. Client can retrieve its affiliate link by logging into its FreeUp Account.
For all new clients who sign up using Client’s affiliate link the client will earn $0.50 (USD) for each hour billed to the referred client for the first 180 days of their active account. Sign Up date is determined by system timestamp when the referred client has submitted their account for creation.
If Client has a weekly invoice, the amount is credited from that weekly invoice.
If Client does not have a weekly invoice, FreeUp will pay the referral to Client directly provided Client provides FreeUp a method to direct payment. Client is responsible for all processing fees.
LEAVING THE FREEUP NETWORK.
FreeUp may terminate this Agreement or Client’s access to or use of the FreeUp Network at any time and for any reason without notice, effective immediately. Client agrees that access to Freelancers on the FreeUp Network is prohibited upon termination of Client’s access by FreeUp.
Client may leave this Agreement at any time by providing written notice to the FreeUp Network. Client is encouraged to provide any required notice of termination to any Freelancer as may be agreed to between Client and any Freelancer. Client acknowledges and understands it is responsible for full payment to all Freelancers for all billed hours for agreed to Services rendered prior to (including the day of) Client’s departure from the FreeUp Network. Written notice of departure shall be provided by email, with a “read and received” receipt, to: firstname.lastname@example.org, bearing the subject line: “Notice of Termination of Client Agreement.” Client understands and acknowledges that a breach of this section is a material breach of this Agreement.
Notwithstanding termination of this Agreement by either party pursuant to this section or otherwise, all remaining provisions of this Agreement shall remain in full force and effect.
Client agrees that Client shall not, directly or indirectly, make any false, negative, damaging, or disparaging statement, representation, comment, or communication of any kind, to any person or entity, regarding FreeUp, the FreeUp Network, its management, methods of doing business, the marketplace, role in the community, or treatment of its users.
NO WARRANTY. Client acknowledges and agrees that any materials available, viewable or accessible on the FreeUp Network or any similar materials available, viewable or accessible outside of the FreeUp Network that relate to FreeUp, including without limitation any audio materials, blog posts, webinars, skype chats, messaging or any other written, audio, verbal, video, oral or non-oral communications of FreeUp, including without limitation discussing or referencing the services FreeUp provides or any Freelancer’s Services, experience, reliability, quality of workmanship or any other representations regarding any Freelancer (including Freelancer Personnel) are solely and exclusively the opinions of FreeUp and absolutely do not create any warranty of any kind whatsoever. CLIENT AGREES AND ACKNOWLEDGES THAT ANY COMMUNICATIONS OR MATERIALS AVAILABLE TO OR DIRECTED TO CLIENT DO NOT CREATE ANY EXPRESS WARRANTY OR IMPLIED WARRANTY AND THERE SHALL BE NO LIABILITY ON THE PART OF FREEUP FOR ANY COMMUNICATIONS OR MATERIALS AVAILABLE TO OR DIRECTED TO CLIENT INCLUDING MATERIAL RELATED TO PROSPECTIVE FREELANCERS AND ANY FREELANCER’S ABILITY TO PERFORM ANY SERVICES.
NOTICE AND CURE/DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND FREEUP.
As a condition of your access to the FreeUp Network you agree that any dispute, controversy or claim arising out of or relating to your access to or use of the FreeUp Network, Services contracted for, received or paid for, interactions with or Services performed by Freelancers or with FreeUp, including prior to access, during or as part of any access or upon termination or withdrawal of any access, shall first be submitted for non-binding mediation before a third-party neutral certified mediator to be jointly selected by you and FreeUp.
Informal, Good Faith Dispute Resolution Efforts (Step 1): Client agrees and acknowledges it shall first give FreeUp written notice of any dispute, controversy or claim Client believes, in good faith, Client may have with or against FreeUp. FreeUp shall have thirty (30) days from receipt of the notice in which to respond, if necessary, and attempt to negotiate, cure or resolve the dispute, controversy or claim. The notice shall contain sufficient detail to permit FreeUp to assess and respond, if necessary, and attempt to negotiate, cure or resolve the dispute, controversy or claim with finality. The notice shall be provided to FreeUp by either certified mail or email, with a “read and received” receipt required.
Non-binding Mediation (Step 2): If efforts at informal resolution fail, disputes between Client and FreeUp must first be submitted for non-binding mediation before a neutral third party or certified mediator. Mediation is an informal process where the parties to a dispute meet in an attempt to reach a voluntary resolution, using the third party as a facilitator. Mediation shall be conducted and administered by the American Arbitration Association (AAA) under the applicable AAA Mediation Rules then in effect, which are incorporated into this Procedure by reference; or other applicable rules. Client agrees to participate in mediation before a mediator located in Orange County, Florida. In any dispute, controversy or claim raised by Client against FreeUp, Client shall be solely responsible for all mediation costs.
NOTICE AND CURE/DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND FREELANCER.
As a condition of your access to the FreeUp Network you agree that any dispute, controversy or claim arising out of or relating to your access to or use of the FreeUp Network, between you and a Freelancer, including without limitation for Services contemplated or discussed, contracted for, received or paid for, interactions with or Services performed by Freelancers prior to access, during or as part of any access or upon termination or withdrawal of any access, shall first be submitted for non-binding mediation before a third-party neutral certified mediator and (if necessary) for final and binding resolution by a private and impartial arbitrator, to be jointly selected by you and Freelancer.
Informal, Good Faith Dispute Resolution Efforts (Step 1): In the event of any dispute, controversy or claim between Client and any current, prospective or former Freelancer (all references to Freelancer in this section shall include any current, prospective or former Freelancer Personnel), arising out of, or relating to, Client’s and Freelancer’s relationship with each other through each’s access to the FreeUp Network, Client agrees and acknowledges that Client shall first attempt to resolve any dispute, controversy or claim directly with Freelancer. Client agrees to provide Freelancer with sufficient written notice and opportunity to respond to and resolve the dispute, controversy or claim with finality.
Notification to FreeUp (Step 2): In the event Freelancer and Client are unable to resolve the dispute, controversy or claim with finality upon full satisfaction of the provisions in Step 1, Client agrees to notify FreeUp of the dispute, controversy or claim in writing, and agrees that FreeUp shall have thirty (30) days from receipt of the notice in which to respond to, if necessary, and attempt to work with the parties to cure or resolve the dispute, controversy or claim with finality. The notice shall contain sufficient detail to permit FreeUp to assess and respond, if necessary, and attempt to work with the parties to resolve the dispute, controversy or claim with finality. The notice shall be provided to FreeUp by either certified mail or email, with a “read and received” receipt required.* In the event the dispute, controversy or claim pertains to or is regarding the number of billed hours of Freelancer, Client must notify FreeUp of the dispute, controversy or claim within six (6) days from the close of each and every billing/invoice period that is in dispute.
Non-binding Mediation (Step 3): If efforts at informal resolution between Client and Freelancer fail, disputes between Client and Freelancer must first be submitted for non-binding mediation before a neutral third party or certified mediator. Mediation is an informal process where the parties to a dispute meet in an attempt to reach a voluntary resolution, using the third party as a facilitator. Mediation shall be conducted and administered by the American Arbitration Association (AAA) under the applicable AAA Mediation Rules then in effect, which are incorporated into this Procedure by reference; or other applicable rules. Client agrees to participate in mediation before a mediator located in Orange County, Florida. In any dispute, controversy or claim raised by Client against Freelancer, Client shall be solely responsible for all mediation costs.
Binding Arbitration (Step 4): If a dispute between Client and Freelancer remains unresolved at the conclusion of the mediation process, either the Client or Freelancer may submit the dispute for resolution by final binding confidential arbitration through the AAA. The arbitration will be conducted under the applicable Arbitration Rules and Mediation Procedures of the AAA then in effect. These Rules are incorporated by reference into this Procedure and include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the authority to allow for appropriate discovery and exchange of information before a hearing, including, but not limited to, production of documents, information requests, depositions and subpoenas. Client shall provide FreeUp thirty (30) days advance written notice of Freelancer’s intent to commence any arbitration proceeding against any Client. The notice shall be provided to FreeUp by either certified mail or email, with a “read and received” receipt required.
Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Agreement shall be resolved in favor of those in this Agreement. The burden of proof at an arbitration shall at all times be on the party seeking relief. In reaching a decision, the arbitrator shall apply the governing substantive law applicable to the claims, causes of action and defenses asserted by the parties as applicable in the State of Florida. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the governing and applicable substantive law.
Any mediation or arbitration conducted under this Agreement shall take place in Orange County, Florida unless an alternative location is chosen by the mutual written agreement of the parties. The arbitrator shall render a decision and award within 30 days after the close of the arbitration hearing or at any later time on which the parties may agree. The award shall be in writing and signed and dated by the arbitrator and shall contain express findings of fact and the basis for the award.
The party bringing the arbitration proceeding shall pay the costs charged by AAA (including the arbitrator fees). All other costs and expenses associated with the arbitration, including, without limitation, each party's respective attorneys' fees, shall be borne by the party incurring the expense.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The award may be vacated or modified only on the grounds specified in the Federal Arbitration Act or other applicable law.
In the event any portion of this NOTICE AND CURE/DISPUTE RESOLUTION PROCEDURE BETWEEN CLIENT AND FREELANCER section is found to be unenforceable or illegal, that portion can be severed, and the other provisions of this section will remain in full force and effect.
This Agreement sets forth the complete agreement of the parties on the subject of mediation and arbitration of the claims or disputes between Client and Freelancer and supersedes any prior or contemporaneous oral or written understanding on these subjects. No party is relying on any representations, oral or written, on the subject or the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Procedure.
For disputes between Client and Freelancer, Client understands that by agreeing to the terms in this Procedure, Freelancer is giving up any constitutional or statutory right they may possess to have disputes or claims between Freelancer and Client decided in a court of law before a judge or a jury.
NO PRIOR RESTRICTIONS AND LAWFUL CONDUCT. Client represents and warrants that Client is not a party to any other contract, agreement, restrictive covenant, non-compete or any other prior restriction (“Prior Restrictions”) which would be violated by Client’s access or use of the FreeUp Network. Client represents and warrants that there are no Prior Restrictions which would, in any manner whatsoever, prohibit, restrict or impact Client’s ability to use or access the FreeUp Network. Client agrees to indemnify FreeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity which, in any manner, arise out of or relate to, any Prior Restrictions.
Non-Circumvention of Upwork.com: Client warrants and guarantees that it did not find FreeUp through Upwork.com. Client acknowledges and understands it is fully responsible for and shall indemnify FreeUp for Client’s breach of any relationship or agreement with Upwork.com and/or failure to disclose any relationship with Upwork.com. Client agrees and understands it is solely responsible for any and all damages incurred by FreeUp as a result of Client’s breach of any relationship or agreement with Upwork.com including without limitation lost profits and suspension, limitation, and/or termination of FreeUp’s access to and/or usage of Upwork.com or relationship or agreement with Upwork.com. Client agrees to indemnify FreeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorneys’ fees, claims, and demands whatsoever in law or equity which, in any manner, arising out of or relating to FreeUp’s relationship with and/or access to Upwork.com as a result of a breach of this section. This includes without limitation Client’s failure to disclose (intentional or unintentional, regardless of the reason) its relationship with Upwork.com or that it found, learned of or discovered FreeUp through Upwork.com.
Client represents and warrants that it shall not and will not request or demand any Freelancer to perform any Services that are illegal or violate any other contracts or Prior Restrictions, or participate, require or acquiesce to any unethical conduct.
NO AUTHORITY. Nothing in this Agreement shall be construed as granting Client any right or authority, expressed or implied, to assume or to create any obligation or responsibility on behalf of FreeUp, unless expressly directed or authorized by FreeUp in writing. Client shall have no right or authority to assume or create any obligation(s) of any kind, express or implied, on behalf of FreeUp or to make any representation or warranty regarding FreeUp unless expressly directed or authorized by FreeUp in writing.
WAIVER. The parties agree that failure of any party to insist upon strict performance of this Agreement shall not operate or be construed as a waiver of any rights to enforce this Agreement. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
SEVERABILITY. Should any provision of this Agreement be declared or determined to be invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the invalid part, term, or provision shall be modified, if possible, to make it valid or, if modification is not possible, such part, term or provision shall be deemed not to be a part of this Agreement.
ASSIGNMENT. This Agreement shall not be assigned or delegated by Client without the prior, express written consent of FreeUp. FreeUp shall have the right to assign its rights and/or delegate any obligations or performance under this Agreement at its sole discretion. Client agrees that it shall abide by any assignment and/or delegation by FreeUp and agrees that Client shall remain bound by this Agreement regardless of such assignment or delegation. Upon any assignment or delegation by FreeUp, Client agrees this Agreement shall be binding upon and inure to the benefit of FreeUp’s successors or assigns.
MODIFICATION. This Agreement may not be modified, amended or changed, except by a written agreement between Client and FreeUp.
GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. Client agrees to first comply with the NOTICE AND CURE/DISPUTE RESOLUTION BETWEEN CLIENT AND FREEUP provisions set forth in this Agreement. Any legal proceedings of any nature brought by any party to this Agreement arising from or associated with this Agreement or Client’s access to or use of the FreeUp Network shall be brought only in the Circuit Court in and for Orange County, Florida and the parties hereto expressly consent to jurisdiction and venue in Orange County, Florida and Client voluntarily agrees to submit to the jurisdiction of this court. In the event of any legal proceedings of any nature brought by any party to this Agreement arising from or associated with this Agreement or Client’s access to or use of the FreeUp Network, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees including fees, expenses and costs incurred in advance of filing suit, during suit and fees and costs on appeal. IN THE EVENT OF ANY LITIGATION ARISING OUT OF, OR TO ENFORCE THIS AGREEMENT OR CLIENT’S ACCESS TO OR USE OF THE FREEUP NETWORK, EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY SUCH ACTION.
CLASS OR COLLECTIVE ACTION WAIVER. NO CLAIMS OF CLIENT MAY BE ASSERTED AS PART OF A MULTI-PLAINTIFF CLASS OR COLLECTIVE ACTION. RATHER, EACH ALLEGEDLY AGGRIEVED CLIENT MUST PROCEED SEPARATELY AND INDIVIDUALLY, AND CLIENT’S CLAIMS SHALL ENCOMPASS ONLY THE CLAIMS PURPORTEDLY POSSESSED BY SUCH CLIENT.
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