Subject to the conditions set forth herein, MyMRPlace may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. MyMRPlace will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by MyMRPlace, MyMRPlace will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.2 ACCOUNT ELIGIBILITY
MyMRPlace offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) are a legal entity or an individual 18 years of age or older who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
1.4.2 SUPPLIER ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Supplier (a “Supplier Account”). Another type of Supplier Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, MyMRPlace may close any or all related Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on MyMRPlace. You authorize MyMRPlace, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
1.7 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize MyMRPlace to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
2.1 RELATIONSHIP WITH MyMRPlace
MyMRPlace merely makes the Site and Site Services available to enable Suppliers and Clients to find and transact directly with each other. Through the Site and Site Services, Suppliers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Suppliers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Supplier on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and MyMRPlace is not a party to that Service Contract.
You acknowledge, agree, and understand that MyMRPlace is not a party to the relationship or any dealings between Client and Supplier. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Supplier Services, or (e) paying for Service Contracts or Supplier Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). MyMRPlace does not make any representations about or guarantee the truth or accuracy of any Supplier’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Suppliers or Clients; and does not vet or otherwise perform background checks on Suppliers or Clients. You acknowledge, agree, and understand that MyMRPlace does not, in any way, supervise, direct, control, or evaluate Suppliers or their work and is not responsible for any Project, Project terms or Work Product. MyMRPlace makes no representations about and does not guarantee, and you agree not to hold MyMRPlace responsible for, the quality, safety, or legality of Supplier Services; the qualifications, background, or identities of Users; the ability of Suppliers to deliver Supplier Services; the ability of Clients to pay for Supplier Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Supplier to actually complete a transaction.
You also acknowledge, agree, and understand that Suppliers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Supplier Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of MyMRPlace, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) MyMRPlace will not have any liability or obligations under or related to Service Contracts and/or Supplier Services for any acts or omissions by you or other Users; (iii) MyMRPlace does not, in any way, supervise, direct, or control any Supplier or Supplier Services; does not impose quality standards or a deadline for completion of any Supplier Services; and does not dictate the performance, methods or process Supplier uses to perform services; (iv) Supplier is free to determine when and if to perform Supplier Services, including the days worked and time periods of work, and MyMRPlace does not set or have any control over Supplier’s pricing, work hours, work schedules, or work location, nor is MyMRPlace involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Supplier for a Project;
(v) Supplier will be paid at such times and amounts as agreed with a Client in a given Service Contract, and MyMRPlace does not, in any way, provide or guarantee Supplier a regular salary or any minimum, regular payment; (vi) MyMRPlace does not provide Suppliers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) MyMRPlace does not provide the premises at which Suppliers will perform the work. Suppliers are free to use subcontractors or employees to perform Supplier Services and may delegate work on fixed-price contracts for Supplier’s subcontractor(s) or employee(s). If a Supplier uses subcontractors or employees, Supplier further agrees and acknowledges that this paragraph applies to MyMRPlace’s relationship, if any, with Supplier’s subcontractors and employees as well and Supplier is solely responsible for Supplier’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) MyMRPlace is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of MyMRPlace, and MyMRPlace does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) it does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) MyMRPlace does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) it does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) it does not provide the premises at which the Agency or Agency Members will perform the work; and (z) it makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and MyMRPlace disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Supplier acknowledges and agrees that Supplier is solely responsible (a) for all tax liability associated with payments received from Supplier’s Clients and through MyMRPlace, and that MyMRPlace will not withhold any taxes from payments to Supplier; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Supplier is not covered by or eligible for any insurance from MyMRPlace; (c) for determining whether Supplier is required by applicable law to issue any particular invoices for the Supplier Fees and for issuing any invoices so required; (d) for determining whether Supplier is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Supplier Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if MyMRPlace is required by applicable law to withhold any amount of the Supplier Fees and for notifying MyMRPlace of any such requirement and indemnifying MyMRPlace for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of MyMRPlace, Supplier agrees to promptly cooperate with MyMRPlace and provide copies of Supplier’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Supplier is engaging in an independent business as represented to MyMRPlace.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request MyMRPlace to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Suppliers or Clients voluntarily submit to MyMRPlace and does not constitute and will not be construed as an introduction, endorsement, or recommendation by MyMRPlace; MyMRPlace provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that MyMRPlace post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by MyMRPlace on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that MyMRPlace will make Composite Information available to other Users, including composite or compiled feedback. MyMRPlace provides its feedback system as a means through which Users can share their opinions of other Users publicly, and MyMRPlace does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
MyMRPlace does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. MyMRPlace is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, MyMRPlace reserves the right (but is under no obligation) to remove posted feedback or information that, in the service provider’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of MyMRPlace. You acknowledge and agree that you will notify MyMRPlace of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, MyMRPlace may rely on the accuracy of such information.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND SUPPLIER
3.1 SERVICE CONTRACTS
If a Client and Supplier decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Supplier. Client and Supplier have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that MyMRPlace is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between MyMRPlace and any Supplier or a partnership or joint venture between MyMRPlace and any User.
With respect to any Service Contract, Clients and Suppliers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand MyMRPlace’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. MyMRPlace does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. MyMRPlace expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
Please refer to the MyMRPlace Payroll Agreement for Service Contracts using MyMRPlace Payroll.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Suppliers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that MyMRPlace will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
If Supplier or Client intends to obtain an order from any arbitrator or any court that might direct MyMRPlace, MyMRPlace Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting MyMRPlace or MyMRPlace Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
3.4 THIRD-PARTY BENEFICIARIES
It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
4. WORKER CLASSIFICATION AND MYMRPLACE PAYROLL
4.1 WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between MyMRPlace and a User.
Client is solely responsible for and has complete discretion with regard to selection of any Supplier for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Suppliers should be engaged as independent contractors or employees of Client and engaging them accordingly; MyMRPlace will have no input into, or involvement in, worker classification as between Client and Supplier and Users agree that MyMRPlace has no involvement in and will have no liability arising from or relating to the classification of a Supplier generally or with regard to a particular Project.
4.2 MyMRPlace PAYROLL SERVICES
Client agrees to enroll in MyMRPlace Payroll if it will receive services from a Supplier under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage MyMRPlace’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on MyMRPlace, through the Site. The Staffing Provider will hire Supplier at the request of Client and Supplier according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Supplier, and subject to the MyMRPlace Payroll Agreement. For all purposes with MyMRPlace Payroll, the employer of Supplier will be the Staffing Provider and not MyMRPlace under any circumstances.
Supplier, acknowledges, understands, and agrees that MyMRPlace will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Supplier and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Supplier will not have any contract on the MyMRPlace Site or contact with MyMRPlace regarding such employment terms. Where Supplier and Client have enrolled in MyMRPlace Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Supplier to communicate with the Staffing Provider and the Client.
5. MyMRPlace FEES
5.1 SERVICE FEES FOR SUPPLIERS
Suppliers pay MyMRPlace a Service Fee (as defined in this Section 5.1) for the use of the Site. MyMRPlace charges service fees to Suppliers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Supplier. When a Client pays a Supplier for a Project or when funds related to a Project are otherwise released to a Supplier as required by the applicable Escrow Instructions. The service provider will credit the Supplier Escrow Account for the full amount paid or released. Supplier hereby irrevocably authorizes and instructs the service provider to deduct the Service Fee from the Supplier Escrow Account.
5.2 MEMBERSHIP FEES
Suppliers pay MyMRPlace -Project Based Transaction fee if they quote through MyMRPlace portal or send Quotation through any of MyMRPlace team members. Suppliers agree to not contact clients directly without express consent of MyMRPlace for all project quotation related matters and therefore agree not attempting to bypass MyMRPlace for any project with client introduced by MyMRPlace. Suppliers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Supplier Membership Agreement.
5.3 DISBURSEMENT FEES
Suppliers may pay MyMRPlace a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to MyMRPlace in consideration of costs incurred and administration of disbursements via the disbursement method requested by Supplier and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Supplier.
5.4 PAYMENT PROCESSING AND ADMINISTRATION FEES
Clients pay MyMRPlace a fee for payment processing and administration related to the Supplier Fees they pay to Suppliers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
5.5 VAT AND OTHER TAXES
MyMRPlace may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Supplier (the "Taxes"). In such instances, any amounts MyMRPlace is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to MyMRPlace under the Terms of Service.
6. PAYMENT TERMS AND ESCROW SERVICES
6.1 ESCROW SERVICES
MyMRPlace Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to MyMRPlace (“Escrow Services”). The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
MyMRPlace Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that MyMRPlace Escrow acts merely as an Internet escrow agent. MyMRPlace Escrow has fully delivered the Escrow Services to you if MyMRPlace Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. MyMRPlace Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct MyMRPlace Escrow to release or make a payment of funds from an Escrow Account associated with you, MyMRPlace Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, MyMRPlace Escrow may release or pay funds from an Escrow Account as required by applicable law.
Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and MyMRPlace Escrow will follow, the Fixed-Price Escrow Instructions.
Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and MyMRPlace Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
MyMRPlace Payroll Engagements. If Users use MyMRPlace Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
6.1.2 ESCROW ACCOUNTS
MyMRPlace Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, MyMRPlace Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, MyMRPlace Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to MyMRPlace for payment processing and administration fees.
b) Supplier Escrow Account. After entering into a Service Contract, the first time a Supplier uses the Site to receive payment for a Project, MyMRPlace Escrow will establish and maintain a “Supplier Escrow Account” for Supplier to receive payments for Projects, withdraw payments, make payments for Service Fees and to MyMRPlace for other fees, and issue refunds to Clients.
c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, MyMRPlace Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
You hereby authorize and instruct MyMRPlace Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Supplier may access current information regarding the status of an Escrow Account on the Site.
6.1.3 SUPPLIER APPOINTMENT OF MYMRPLACE ESCROW AND SUBSIDIARIES AS AGENT
If you are a Supplier and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint MyMRPlace Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Supplier Escrow Account as applicable. Because MyMRPlace Escrow is Supplier’s agent, Supplier must, and hereby does, fully discharge and credit Supplier’s Client for all payments and releases that MyMRPlace Escrow receives on Supplier’s behalf from or on behalf of such Client.
6.1.4 TITLE TO FUNDS
MyMRPlace, MyMRPlace Escrow and our Affiliates are not banks. MyMRPlace Escrow deposits and maintains all Escrow Account funds in an escrow account at a bank approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of MyMRPlace and each of our Affiliates. MyMRPlace Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose.
6.1.5 NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. MyMRPlace, MyMRPlace Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
6.1.6 ESCROW AGENT DUTIES
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Supplier, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Supplier in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Supplier or by a final order or judgment of an arbitrator or court of competent jurisdiction.
6.1.7 ESCROW AGENT RIGHT
We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Supplier related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which MyMRPlace Escrow may be merged or converted or with which MyMRPlace Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of MyMRPlace Escrow may be transferred will succeed to all the rights and obligations of MyMRPlace Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed- Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
Client acknowledges and agrees that and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Supplier Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs MyMRPlace Escrow or Elance Limited to charge Client’s Payment Method for the Supplier Fees.
When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs MyMRPlace Escrow to charge Client’s Payment Method for the Supplier Fees.
6.3 DISBURSEMENTS TO SUPPLIERS
Under the relevant Escrow Instructions, MyMRPlace Escrow disburses funds that are available and payable to a Supplier upon Supplier’s request. A Supplier can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Supplier does not request a disbursement, MyMRPlace will automatically disburse available funds no more than 90 days after the Supplier Fees are released to the Supplier Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold, as fixed by MyMRPlace from time to time. When the funds in the Supplier Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Supplier’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Supplier Escrow Account.
For Hourly Contracts, Supplier Fees become available to Suppliers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Supplier Fees become available to Suppliers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Supplier.
Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, MyMRPlace Escrow may refuse to process or may hold the disbursement of the Supplier Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, MyMRPlace Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Supplier Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Supplier’s tax information, government- issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Supplier Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Supplier Fees is no longer necessary, MyMRPlace Escrow will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Supplier, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing MyMRPlace Escrow to (and MyMRPlace Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
If Client is in “default”, meaning the Client fails to pay the Supplier Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of MyMRPlace), MyMRPlace will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Supplier Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by MyMRPlace within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by MyMRPlace for Supplier Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, MyMRPlace may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Supplier Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay MyMRPlace upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. MyMRPlace or MyMRPlace Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by MyMRPlace or MyMRPlace Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
6.5 NO RETURN OF FUNDS
Client acknowledges and agrees that MyMRPlace Escrow will charge Client’s designated Payment Method for the Supplier Fees incurred as described in the applicable Escrow Instructions and that once MyMRPlace Escrow charges or debits the Client’s designated Payment Method for the Supplier Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Supplier Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that MyMRPlace or MyMRPlace Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
6.6 PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on MyMRPlace; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, MyMRPlace is not liable to any User if MyMRPlace does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. MyMRPlace will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that MyMRPlace, MyMRPlace Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either MyMRPlace, MyMRPlace Escrow, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, MyMRPlace Escrow or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. MyMRPlace, MyMRPlace Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. MyMRPlace, MyMRPlace Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
7.1 MAKING PAYMENTS THROUGH MyMRPlace
You acknowledge and agree that a substantial portion of the compensation MyMRPlace receives for making the Site available to you is collected through the Service Fee described in Section 5.1. MyMRPlace only receives this Service Fee when a Client and a Supplier pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party. For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
You agree to notify MyMRPlace immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to MyMRPlace by sending an email message to: policy-reports@MyMRPlace.com.
If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
7.2 OPTING OUT
You may opt-out of the obligation in Section 7.1 with respect to each MyMRPlace Relationship only if the Client or prospective Client or Supplier pays MyMRPlace an opt-out fee for each such relationship (the “Opt-Out Fee”).
The Opt-Out Fee is computed as follows
(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Supplier until the date the Opt-Out Fee is paid; and
(b) the greater of:
(i) 25% of the anticipated annualized salary or wages for one year if the Client offers Supplier employment directly; or
(ii) all Service Fees that would be earned by MyMRPlace from the MyMRPlace Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Supplier from Client during the most recent normalized 8-week period, or during such shorter period as data is available to MyMRPlace;
(iii) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then MyMRPlace and you agree that fee shall be $........; if only one of (ii) or (iii) can be ascertained, then MyMRPlace and you agree that amount shall be used if it is greater than $.........
To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@MyMRPlace.com.
If MyMRPlace determines, in its sole discretion, that you have violated Section 7, MyMRPlace or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of MyMRPlace’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
8. RECORDS OF COMPLIANCE
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to MyMRPlace upon request. Nothing in this subsection requires or will be construed as requiring MyMRPlace to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on MyMRPlace’s part to store, backup, retain, or grant access to any information or data for any period.
9. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MyMRPlace MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MyMRPlace DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST MyMRPlace WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
10. LIMITATION OF LIABILITY
MyMRPlace is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your Account;
your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL MyMRPlace, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF MYMRPLACE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED ANY FEES RETAINED BY MYMRPLACE WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR SUPPLIER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
In addition to the recognition that MyMRPlace is not a party to any contract between Users, you hereby release MyMRPlace, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Supplier Services provided to Client by a Supplier and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
You will indemnify, defend, and hold harmless MyMRPlace, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Supplier as an independent contractor; the classification of MyMRPlace as an employer or joint employer of Supplier; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
13. AGREEMENT TERM AND TERMINATION
Unless both you and MyMRPlace expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice toMy MR Place. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. MyMRPlace is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct MyMRPlace to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) MyMRPlace will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to MyMRPlace for any Site Services or such other amounts owed under the Terms of Service and to any Suppliers for any Supplier Services.
Without limiting MyMRPlace’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or MyMRPlace or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without MyMRPlace’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF MyMRPlace DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, MyMRPlace HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT MyMRPlace WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
13.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which MyMRPlace will have no liability whatsoever. MyMRPlace, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or MyMRPlace from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
14. DISPUTES BETWEEN YOU AND MYMRPLACE
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and MyMRPlace or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, MyMRPlace, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with MyMRPlace (including without limitation any claimed employment with MyMRPlace or one of our Affiliates or successors), the termination of your relationship with MyMRPlace, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”). Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from MyMRPlace or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims.
14.2 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with MyMRPlace ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the MyMRPlace Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. The Arbitration Process will be carried out by a Single Arbitrator or a Panel of Arbitrators, as decided by MyMRPlace. The selection of Arbitrator(s) shall be the exclusive right of MyMRPlace. The jurisdiction for all disputes shall be Navi Mumbai.
15.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and MyMRPlace relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though MyMRPlace drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or MyMRPlace because of the authorship of any provision of the Terms of Service.
15.2 MODIFICATIONS AND WAIVER
No modification or amendment to the Terms of Service will be binding upon MyMRPlace unless in a written instrument signed by a duly authorized representative of MyMRPlace or posted on the Site by MyMRPlace. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without MyMRPlace’s prior written consent in the form of a written instrument signed by a duly authorized representative of MyMRPlace. MyMRPlace may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
15.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
15.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in India.
15.7 CONSENT TO USE ELECTRONIC RECORDS
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form.
Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Supplier or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Escrow Account” means Client Escrow Account, Supplier Escrow Account, or Fixed-Price Escrow Account.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Supplier, prior to the commencement of a Service Contract, for the completion of all Supplier Services contracted by Client for such Service Contract.
“Supplier Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Supplier, multiplied by the hourly rate charged by Supplier); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Supplier; and (c) any bonuses or other payments made by a Client to a Supplier.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Supplier.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Supplier for Supplier Services performed for a Client. The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to MyMRPlace, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as MyMRPlace may accept from time to time in our sole discretion.
“Project” means an engagement for Supplier Services that a Supplier provides to a Client under a Service Contract on the Site.
“Staffing Employee” means a Supplier enrolled in MyMRPlace Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Supplier Services to one or more Client(s).
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Supplier governing the Supplier Services to be performed by a Supplier for Client for a Project; or (b) if you use MyMRPlace Payroll, the contractual provisions between Supplier and the Staffing Provider for the provision of services to Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“MyMRPlace App” means the online platform accessed using MyMRPlace’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“Work Product” means any tangible or intangible results or deliverables that Supplier agrees to create for, or actually delivers to, Client as a result of performing the Supplier Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
Standard Nondisclosure Agreement Between myMRPlace Client and Supplier
Standard Nondisclosure Agreement Between myMRPlace Client and Supplier
This agreement is entered into as of the date below (the “Effective Date”) by and between the MyMRPlace Client (“Client”) and the Supplier indicated below (“Supplier”).
Client and Supplier recognize that there is a need to disclose to Supplier certain Confidential Information of Client to be used by Supplier only for the purpose of engaging in a MyMRPlace project and to protect such Confidential Information from unauthorized use or disclosure.
In consideration of the disclosure of such information by CLIENT, SUPPLIER agrees as follows:
1. This Agreement will apply to all confidential and proprietary information disclosed by Client to SUPPLIER (hereinafter referred to as “Confidential Information”).
2. Notwithstanding the foregoing, Confidential Information does not include (i) information that was already known to the public at the time of its disclosure to SUPPLIER, (ii) information that CLIENT can establish by appropriate documentation was already known to SUPPLIER prior to the disclosure hereunder, or (iii) information that is subsequently disclosed to SUPPLIER by a third party who obtained the same by lawful means and who is not under any restriction imposed by CLIENT regarding disclosure or use of such information.
3. SUPPLIER agrees that the Confidential Information is confidential and proprietary information of CLIENT (or its clients or other business associates). SUPPLIER agrees (i) to hold all of the Confidential Information in strict confidence, (ii) not to disclose any of such Confidential Information to any third party, and (iii) not to use any of such Confidential Information for any purpose except for the myMRPlace Project. SUPPLIER may disclose the Confidential Information to its responsible employees who have a bona fide need to know, but only to the extent reasonably necessary to carry out the myMRPlace Project. SUPPLIER agrees to instruct all such employees not to disclose any Confidential Information to third parties or to use, or allow third parties to use, any such Confidential Information without first obtaining CLIENT written consent.
4. SUPPLIER hereby acknowledges that all Confidential Information is owned solely by CLIENT (or its clients or other business associates, as the case may be) and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, SUPPLIER agrees that CLIENT will have the right to seek an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law and equity for such a breach.
5. Upon the written request of CLIENT, SUPPLIER will return to CLIENT all materials or other tangible items representing Confidential Information and all copies thereof, and will confirm SUPPLIER’s compliance with its obligations under this Paragraph 5 in writing.
6. SUPPLIER recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or any commitment by either party to enter into any further agreement with respect to the myMRPlace Project or otherwise.
7. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. No amendment or supplement to this Agreement will be effective unless made in writing and signed by both parties. No waiver by either party of any provision of this Agreement shall be effective unless made in writing and signed by the party granting the waiver. SUPPLIER may not assign this Agreement without CLIENT prior written approval.
8. If any provision of this Agreement shall be found by a court to be unenforceable it shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
IN WITNESS WHEREOF, the SUPPLIER hereby agrees to abide by this agreement by virtue of signing this document. The CLIENT agrees by virtue of selecting this agreement to be associated with the myMRPlace Project.