PLEASE READ THIS USER AGREEMENT AND THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and FlexTal™ (“Assemble Technologies, Inc”, “Assemble”, “Company”, “we” or “us”).  You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.flextal.com or any part of our Sites or Services (defined in the Terms of Service).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time:  Terms of Service, Privacy Policy, and any Estimates, Quotes or Independent Contractor Agreements (aka Work Assignments).

Subject to the conditions set forth herein, Company may, in its sole discretion, amend this Agreement and the other related contracts, agreements or policies (“Documents”) at any time by posting a revised version on the Site.  Company will provide reasonable advance notice of any amendment that includes a substantial change, by posting the updated Document on the Site, providing notice on the Site, and/or sending you notice by email.  Any revisions to a Document will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OUTLINED IN THE DOCUMENT.  IF YOU DO NOT ACCEPT THE TERMS OUTLINED IN THE DOCUMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE TERMS OF USE.

IF YOU AGREE TO THE TERMS OUTLINED IN THE DOCUMENTS 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 AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS.  IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

1. COMPANY ACCOUNTS

 1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Services (an “Account”), by using the Site or Services after the Effective Date if you had an Account on the Effective Date, or by accepting the Terms of Service, you agree to abide by this Agreement and the terms outlined in the other Documents.

To access and use certain portions of the Site and the Services, you must register for an Account.  Subject to the Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted.  Company reserves the right to decline a registration to join Company or to assign an Account type such as a Customer, Talent, Project Manager, Associate, Mid-Senior Level, Director, Executive for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

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

Company offers the Sites and Services for your business purposes only and not for personal, household, or consumer use.  To register for an Account or use the Site and 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  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 (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

1.3 ACCOUNT PROFILE

To register for an Account to join the Sites, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings.  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 you or your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES

As described in this Section, there are two different Account types: those accounts set up for Customers, and those for Talent. Each Account will be assigned privileges according to the User’s role.

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, you represent and warrant that (a) the User is authorized toact 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 agreements by accepting Quotes or Estimates.  If any such User violates the Terms of Service, it may affect your ability to use the Site.  Upon closure of an Account, Company 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 FlexTal™.  You authorize Company, 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, which includes, but is not limited to, providing official government or legal documents.

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 Company to assume that any person using the Site with your username and password, either is you or is authorizedto 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 orlog 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. COMPANY TALENT MATCHING SERVICES

As described in the Terms of Service, Company Service(s) include: (a) the Sites, (b) FlexTal™’s software-as-a-service platform for recruiting, vetting, matching, and hiring high-quality (“Matching Services” or “Talent Matching Services”) talent (“Talent” or “Contractor” or “Employee” or “Contract to hire” or ” Contract Staffing” or “Permanent Placement” or “Freelance Talent”, “Associate”, “Mid-Senior Level”, “Director”, or “Executive”), or a team of Talent (“Flash Team^TM”) comprised of a freelance project manager (“Project Manager”) and any number Talent, that work on assignments under contract (“Independent Contractor Agreements” or “Work Assignments”) related to a customer’s (“Customer”) job or project (“Job” or “Project”), (b) managing the invoicing and payments for the work completed by the Talent, (c) all software (including the Software, as defined below), mobile applications, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”), and (d) any new features added to or augmenting the Service are also subject to this TOS.

2.1 RELATIONSHIP WITH COMPANY

The Service is designed to match and facilitate the working of talent with Customers of Company for the purposes of providing non-standard, staffing services or Jobs, or to provide permanent, contract, or freelance services (i.e. working as Talent on Projects) in the creation and delivery of end products.  Services will be subject to additional terms, including those outlined on the associated Estimate or Quote for the Job or Project that includes the scope, quote, payment terms and other Job or Project related information (e.g. “Description”, “Assumptions”, “Legal”).  A Customer will be required to approve the Estimate or Quote and may be required to make a deposit before Company will provide its Talent Matching Services, and/or before work on the Job or Project will begin.  Talent will be required to choose and then accept their Work Assignments (related to the Job or Project) by accepting Independent Contractor Agreements before beginning their work.

2.2 TAXES AND BENEFITS

Talent acknowledges and agrees that they are solely responsible (a) for all tax liability associated with payments received from Company, and that Company will not withhold any taxes from payments to them; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that the Talent is not covered by or eligible for any insurance from Company; (c) for determining whether they are required by applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Work Assignment fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (d) if outside of the United States, for determining if Company is required by applicable law to withhold any amount of the Work Assignment fees and for notifying Company of any such requirement and indemnifying Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).  In the event of an audit of Company, Talent agrees to promptly cooperate with Company and provide copies of their tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Talent is engaging as an independent contractor or business as represented to Company.

2.3 RATING FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users may publish and request Company to publish on their behalf information on the Site about the User, such as feedback in the form of ratings (“Ratings”), and other information such as areas of expertise and contact information.  You acknowledge and agree that User feedback in the form of ratings benefits the Service, all Users, and the efficiency of the Site and you specifically request that Company post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site.

You acknowledge and agree that 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.

Company 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, Company reserves the right (but is under no obligation) to remove posted feedback or information that, in Company’s sole judgment, violates the Terms of Service or negatively affects our Service, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Company.  You acknowledge and agree that you will notify Company of any error or inaccurate statement in your feedback results, and that if you do not do so, Company and other Users may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN TALENT AND COMPANY

This section outlines a portion of the general expectations of Users entering into work related contracts or agreements.  Additional and specific contractual terms and conditions are outlined in Work Order Contracts between Customers and Company, and in Agreements between the Talent and Company.

3.1 INDEPENDENT CONTRACTOR AGREEMENTS

When Talent and Company decide to enter into an Independent Contractor Agreement, the Independent Contractor Agreement is a contractual relationship directly between the Talent and Company.  Talent and Company have complete discretion both with regard to whether to enter into an Independent Contractor Agreement with each other and with regard to the terms of any Independent Contractor Agreement.  You acknowledge, agree, and understand that the formation of an Independent Contractor Agreement between Company and the Talent will not, under any circumstance, create an employment relationship between Company and the Talent, or a partnership or joint venture between Company and any User.

3.2 QUOTES, ESTIMATES, AND CONTRACTS

When a Customer accepts a Company Quote or Estimate in a written form (including through email), the Customer and Company enter into a contractual relationship with respect to the services outlined. The Customer and Company have complete discretion both with regard to whether to enter into the contractual relationship and with regard to the terms of any related contract.  You acknowledge, agree, and understand that the formation of a Contract between Company and a Customer will not, under any circumstance, create an employment relationship between any Talent and any Customer, or a partnership or joint venture between Company and any User unless otherwise agreed upon.

3.3 DISPUTE RESOLUTION AND JURY WAIVER

THIS AGREEMENT AND RELATED AGREEMENTS (LIKE THE TOS) IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of this TOS or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware; (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section XIII.

In the case of a dispute, the parties agree to adhere to the following process:

1. Negotiation:The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Agreement.
2. Mediation/Arbitration:If good faith negotiation fails to resolve the dispute, either Party may initiate mediation or binding arbitration in a forum mutually agreed to by the Parties.
3. Litigation:If litigation is necessary, this Agreement will be interpreted based on the laws of the State of Delaware, regardless of any conflict of law issues that may arise.  The Parties agree that the dispute will be resolved at a court of competent jurisdiction in the agreed upon State.
4. Attorney’s Fees:The prevailing party will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.

3. CONFIDENTIAL INFORMATION

For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a User or designated as confidential by such User (the “Disclosing User”), as well as information about which a User (the “Receiving User”) obtains knowledge or access, through or as a result of this Contract (INCLUDING COMPANY PROPRIETARY INFORMATION SUCH AS BILLING RATES DESCRIBED IN THE TERMS OF SERVICE).  Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of a related agreement or contract or that is generally employed by the trade at or after the time the Receiving User first learns of such information; b) generic information or knowledge which the Receiving User would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving User lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving User rightfully knew prior to receiving such information from the Disclosing User to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving User develops independent of any information originating from the Disclosing User.

The Parties hereby agree that during the term of a related agreement or contract and for a reasonable amount of time thereafter as outlined in the related agreement or contract, and except as specifically permitted herein or in a separate writing signed by the Disclosing User, the Receiving User shall not use, commercialize or disclose Confidential Information to any person or entity.  Upon termination of a related contract or agreement, or at any time upon the request of the Disclosing User, the Receiving Party shall destroy or return to the Disclosing User all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.

4. FEES FOR WORK

 4.1 FEES FOR TALENT WORK

All Talent are independent contractors (a.k.a. freelancers) hired by Company to fulfill Work Assignments that relate to a Customer’s Project or Job.  Company will offer the Work Assignments for Projects with a defined scope and timeline to the Talent via Purchase Orders for a set amount, unless there is a Change Order created and accepted by the Customer, Company and the Talent.  Company will also offer Work Assignments for Jobs via a contract with extended time frames and flexible hours, but with set rates per hour.

Company will pay for each fully receipted Purchase Order upon completion of each Project.  A Project will be considered complete once the Deliverable have been received and approved by the Customer. Company will pay for work done on a Job on agreed upon intervals if the work hours have been submitted and approved.

4.2 ACCOUNT AND PROFILE

All Talent must have a Company Account with an up-to-date profile that includes ACH banking information in order to get paid quickly.  A service charge may be levied on payments not made by ACH to cover extra handling and any related transaction fees.

4.3 CUSTOMER PAYMENTS

Customers will pay invoices for deposits, and for work done, by credit card, debit card or bank transfer unless otherwise agreed to by Customer and Company.  Company will typically require a small deposit from a Customer (e.g. $500) to commence Matching Services. Deposits will typically be held until the Job or Project is completed or terminated, at which time they will be netted against the Final Invoice for the Job or Project. See relevant Quotes, Estimates and Invoices for details on deposits and payment terms.

4.4 TAXES AND OTHER GOVERNMENT REQUIREMENTS

Talent agree that each is acting as an independent contractor and not as an employee of Company or the Customer. Each independent contractor the Company acknowledge that fulfilling Work Assignments does not create a partnership or joint venture between them, and is exclusively a contract for service.  Company is not required to (and will not) pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term.  The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

4.5  NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Company does not pay a fee to any Talent for finding a project.  Company does, however, cover its costs by charging the Customer more than the amount it pays for work competed by Talent.  Company may pay a fee to an Independent Sales Representative or Affiliates for some introductions.

4.6 U.S. DOLLARS AND FOREIGN CURRENCY

The Sites and the Services operate in U.S. Dollars.  Company will quote Work Requests and charge Customers in U.S. dollars, and Customers must be pay Company in U.S. dollars.  Company will also set amounts to be paid for Work Assignments in U.S. dollars and pay Independent Contractors for completed Work Assignments in U.S. dollars.

5. WARRANTY DISCLAIMER

Company and Independent Contractor(s) warrant that:

1. they will perform the Services hereunder in a professional and workmanlike manner;
2. the Services provided to Customer will meet the requirements and conform with any specifications agreed to by the Parties as summarized in the relevant Estimate or Quote.

Customer warrants that:

1. it will support the services provided by Company or the Independent Contrator(s) by contributing materials or knowledge and executing approvals as needed, in an efficient and expedited manner;
2. it agrees that the descriptions on the Estimate or Quote cover any and all significant specifications or requirements that the Customer expects from the services.

Disclaimer of Warranties:

COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES PROVIDED WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE.  COMPANY HAS NO RESPONSIBILITY TO CUSTOMER IF THE SERVICES DO NOT LEAD TO CUSTOMER’S DESIRED RESULT(S).

6. LIMITATION OF LIABILITY

Company is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the User Agreement, Terms of Service, or the services rendered including, but not limited to:

• your use of or your inability to use our Sites or Services;
• delays or disruptions in our Sites or Services;
• viruses or other malicious software obtained by accessing, or linking to, our Sites or Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Sites or Services;
• damage to your hardware device from the use of the Sites or Services;
• the content, actions, or inactions of third parties’ use of the Sites or Services;
• a suspension or other action taken with respect to your Account;
• your reliance on the quality, accuracy, or reliability of information made available through the Sites; 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 COMPANY, 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 COMPANY, 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 THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY COMPANY WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CUSTOMER OR INDEPENDENT CONTRACTOR 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. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

7. INDEMNIFICATION

You will indemnify, defend, and hold harmless Company, 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 Services by you or your agents; (b) failure to comply with the Terms of Service by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights orallegations thereof to the extent caused by you or your agents. For purposes of this section, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username andpassword.

“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.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (includingreasonable 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 (includingreasonable 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.

8. AGREEMENT TERM AND TERMINATION

 8.1.    TERMINATION

Unless both you and Company 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, (provided all related agreements or contracts have been completed) which will result in the termination of the other Terms of Service as well, except as otherwise provided herein.  In the event you properly terminate this Agreement, your right to use the Sites and Services is automatically revoked, and your Account will be closed.  If you attempt to terminate this Agreementwhile having one or more open Jobs or Projects or Work Assignments, you agree (a) you hereby instruct Company to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Jobs or Projects or Work Assignments have closed on the Site; (c) Company will continue to perform the Services necessary to complete any open Job or 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 contracts, whichever is later, to Company for any Services or such other amounts owed under the Terms of Service, Job or Project agreements, and to any other party for services rendered.

Without limiting Company’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Sites or Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all 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 Company 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 Company’s prior written consent.  If you attempt to use the Site under a different Account, we reserve the right to 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 contracts.  You therefore agree as follows: IF COMPANY DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, COMPANY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO NOTIFY OTHER USERS OF YOUR CLOSED ACCOUNT STATUS.  YOU AGREE THAT COMPANY 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.

8.2 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 Sites and that that any closure of your Account may involve deletion of any content stored in your Account for which Company will have no liability whatsoever.  Company, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

8.3 SURVIVAL

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 Company 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.

9. GENERAL

9.1 ENTIRE AGREEMENT

This Agreement, (together with the other Terms of Service, Privacy Policy, and Estimate or Quote, and/or Independent Contractor Agreement) sets forth the entire agreement and understanding between you and Company 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 this Agreement are included for ease of reference only and have no binding effect.

9.2 MODIFICATIONS; WAIVER

No modification or amendment to this Agreement will be binding upon Company unless in a written instrument signed by a duly authorized representative of Company or posted on the Site by Company.  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.

9.3 ASSIGNABILITY

You may not assign this Agreement without the prior written consent of Company, but Company may assign or transfer this Agreement, in whole or in part, without restriction.

9.4 SEVERABILITY

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 themaximum 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.

9.5 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.

9.6 ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Company makes no representations that the Site is appropriate or available for use outside of the United States.  Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Site or Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

10. DEFINITIONS

Capitalized terms not defined below or above have the meanings described in the Terms of Service or elsewhere in the related Independent Contractor Agreements or Work Order Contracts.

“Job” refers to work that is non-standard or flexible in duration or time.

“Project” refers to a defined amount of work with a set duration or deliverables.

“Estimate” refers to a quote for a Job or large Project.

“Quote” refers to a quote for a Project or specific services.

“Work Assignment” means a portion of a Project or Job to be completed by Talent.

“Talent” is an Independent Contractor who completes Work Assignments.

“Project Manager” is Talent that is hired to manage a Project or Job.

“Flash Team^TM” is a group comprised of Talent and a Project Manager assigned to complete a Project or Job.