Werkadoo facilitates the posting of professional service contract work (“Jobs”) by “Business” on its website at werkadoo.com or on its partner websites (collectively the “Site”) and the bidding and performance of those Jobs by remote professionals and project managers (“Werkers”), who may work alone or as a member of a team (the “Service”). In addition to providing a marketplace for contracting remote professional services, the Service (i) matches Werkers to Jobs as well as Werkers to Teams, (ii) provides Werkers with Werkadoo Tools for better performing their Jobs remotely, (iii) hosts discussion forums for the Werker community, and (iv) facilitates the invoicing of completed Jobs through the Service.

1. Eligibility

The Service is directed to individuals, who are at least 18 years of age or older, and Business that are capable of forming legally binding contracts. To use the Site and the Service you agree that you will abide by this Agreement and the processes, procedures, and guidelines described throughout the Site and perform your obligations as specified by any Job Contract that you accept, unless such obligations are prohibited by law or by this Agreement. You further acknowledge that you are not an employee, agent or contractor of Werkadoo and that Werkadoo reserves the right in its sole discretion to refuse, suspend, or terminate the service to anyone for any reason or no reason.

2. Werkadoo’s role

2.1 Valuable Intermediary. The Werkadoo Service facilitates the contracting of professional services by (i) creating a venue for contracting professional services, (ii) providing matching tools which help find the appropriate professionals for the tasks, and (iii) providing professionals with Tools for performing their work remotely. Users of the Service acknowledge the following:

(a) Werkadoo is not a party to a Job Contract by and among Werkers and Business (the ”Members”);

(b) Werkadoo shall have no obligations or liabilities under the Job Contracts;

(c) Werkadoo has no control over the accuracy of job listings, the ability of Business to pay for jobs completed, the accuracy of the stated skills and background of Werkers, or the quality, reliability, completeness, security, legality and on time completion of work contracted; and

(d) Members must look solely to the other for enforcement and performance of all the rights and obligations arising from Job Contracts and any other terms, conditions, representations, or warranties associated with such dealings.

2.2 Information. Werkadoo enables Members to post information about themselves on the Site. Werkadoo has no control over this information and does not represent whether the information is true or false. Werkadoo may provide additional information about Members. Such additional information is provided for the solely for the convenience of the Members, the accuracy of the additional information is not guaranteed, and the additional information is not an endorsement or recommendation by Werkadoo.

2.3 Matching. Werkadoo utilizes its own proprietary techniques for matching Werkers to Jobs and Werkers to Teams. Matching is a service provided by Werkadoo for the benefit of the Members. Matching is provided for the solely for the convenience of the Members, the success of matching is not guaranteed, and a recommended match is not an endorsement or recommendation by Werkadoo.

2.4 Tools. Werkadoo provides Members with online tools for better completing Job Contracts (the “Tools”). These Tools are proprietary tools of Werkadoo and/or its partners. Members are granted a non-exclusive revocable license to use the Tools.

2.5 Third-Party Beneficiary. Members acknowledge and agree that the value, reputation, and goodwill of the Service depend on their performance of their covenants and agreements as set forth in their Job Contracts. Members agree that Werkadoo as a valuable intermediary has an interest in the Job Contracts and therefore Members appoint Werkadoo as a third-party beneficiary of their Job Contracts for purposes of enforcing the obligations owed to, and the benefits conferred on, Werkadoo by this Agreement. Members further agree that Werkadoo has the right to take such actions with respect to the Job Contracts or their Accounts, including without limitation suspension, termination, or legal actions, as Werkadoo in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Service.

2.6 Compensation. Werkadoo is paid transaction fees for the administration of the Service. All fees are non-refundable, whether or not Jobs were satisfactorily completed.

3. ACCOUNTS

3.1 Account Registration. To become a Member and access the Service through our Site you must register for an “Account”. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Werker Account and one Business Account without express written permission from Werkadoo.

3.2 Teams. As a Member, you may start a “Team” and administer the “Team Page” as the “Team Administrator” or join an existing Team. Any or all Teams and/or Team Pages may be suspended or terminated without warning at the sole discretion of Werkadoo.

3.3 Member Account Representations. Member represents, warrants, and agrees to grant access to the Account only to agents authorized to act on behalf of the Member and only in accordance with this Agreement. We highly recommend that organizations register separate Accounts for each of its agents and coordinate Jobs through Team Pages. Additionally, Member represents, warrants, and agrees to be fully responsible and liable for any action of any user who uses the Account. You agree (1) not to use any Account, username, or password of another Member of the Site that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Account.

3.4 Transfer of Account. Your Account and username are not transferable, and any transfer or attempted transfer to another party is null and void.

4. USERNAMES AND PASSWORDS

When a Member registers for an Account, the Member will be asked to choose a username and password for the Account. As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. You authorize Werkadoo to assume that any person using the Service with your username and password 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 the Account or access to your password.

5. Site Access

5.1 Security. Certain areas and features of the site (i.e. MyWerkspace, payment invoicing, etc.) require an encryption level of at least 128 bits. You understand and agree to immediately stop using or accessing these areas and features if your browser does not support such a level of encryption. If your browser does not allow such encryption then you may be blocked from using the Site.

5.2 Prohibited Conduct. You agree that you will not: (i) modify, publish, transmit, frame, embed, distribute, perform, sell, or create derivative works based on the Content and Services; (ii) rent, lease, loan, or sell access to the Services; (iii) decompile, reverse engineer, or copy any Content (other than the Content you provide) or the Services for which the source code is not provided to you; (iv) remove, obscure, or alter copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Site; (v) you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission; (vi) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (vii) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (viii) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (ix) transmit spam, chain letters, or other unsolicited communications; (x) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (xi) upload invalid data, viruses, worms, or other software agents through or to the Site; (xii) collect or harvest any personally identifiable information, including account names, from the Site; or (xiii) access any content on the Service through any technology or means other than those provided or authorized by the Service.

6. Your Content

6.1 Member Content. You retain all your ownership rights in any content you post to the Site or Service (“Member Content”). By posting any Member Content on the Service, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such Member Content in any and all media or distribution method (now known or later developed) throughout the world. No compensation will be paid with respect to the Member Content that you submit, upload, post, transmit or otherwise make available through the Service. You should only upload Member Content to the Service that you are comfortable sharing with others under the terms and conditions set forth herein. Other users of the Service will be able to view any Member Content you post to the Service, subject to your limited ability to prevent access to your Member Content by changing your account preferences and settings.

6.2 Liability for Member Content. Werkadoo takes no responsibility and assumes no liability for any Member Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Member Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Werkadoo is not responsible for any public display or misuse of your Member Content. You understand and acknowledge that you may be exposed to Member Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that Werkadoo shall not be liable for any damages you allege to incur as a result of such Member Content. Werkadop has no editorial control over Member Content posted by Members on the Site and is not responsible for and does not monitor such content for accuracy or reliability.

6.3 Werkadoo Right to Remove Member Content. Werkadoo reserve the right to remove content that we determine in our sole discretion are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. Any account posting or hosting objectionable content or recommending objectionable actions or services are subject to termination. Also, we reserve the right to remove content that we determine in our sole discretion is primarily intended to promote a competing product or service.

6.4 Feedback. You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Werkadoo under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Werkadoo does not waive any rights to use similar or related ideas previously known to Werkadoo, or developed by its employees, or obtained from sources other than you.

7. Links

The Site may contain links to other websites or resources and access and use of certain services offered by third parties, including online communication services such as chat, email and calls and your access and use of those websites, resources or services, including the online communication services, will be governed by the terms and policies of the website or resource or service provider.

8. Werkadoo License

Subject to and conditioned on compliance with this Agreement, Werkadoo grants you a limited non-exclusive and revocable license to access and to use this Site, Werkadoo Tools, and the Service in furtherance of conducting business through the Site.

Werkadoo and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. The Werkadoo logo and name are trademarks of Werkadoo, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in this Agreement confers any license under any of Werkadoo's or any third party's Intellectual Property Rights, whether by estoppel, implication or otherwise.

You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Werkadoo or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Werkadoo.

9. PAYMENT

In connection with the Service, Werkadoo collects fees for completed transactions (“Transaction Fee”), payment processing (“Payment Processing Fee”) and certain other fees described within the site.

9.1 Transaction Fees. Werkers and Business acknowledge that Werkadoo relies on the Transaction Fee to provide the Service to its Members. Werkers and Business agree to not circumvent the Transaction Fee for any Job Contract originated through the Service.

9.2 Payment Processing. Werkers and Business hereby authorizes Werkadoo to run credit card authorizations on all credit cards provided by the User, to store credit card and bank account information for payment of the Service, and to charge Business' credit card or bank account (or any other form of payment authorized by Werkadoo or mutually agreed to between Werker and Business).

9.3 Formal Invoices and Taxes. Werkadoo shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to paid or received Job Contract fees.

10. WARRANTY DISCLAIMER

10.1 Disclamer

THE SITE IS PROVIDED “AS IS”, AS AVAILABLE. WERKADOO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICE, MARKETPLACE, WERKADOO TOOLS, MATCHING OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WERKADOO DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USER'S SOLE AND EXCLUSIVE REMEDY AGAINST ODESK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION IS TERMINATION OF THE SERVICE.

10.2 Data. You are 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 Werkadoo's part to store, backup, retain, or grant access to any information or data for any period.

10.3 Personal Information. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL WERKADOO BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF WERKADOO TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) $100, OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, 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.

12. RELEASE

If you have a dispute with another Member, you release Werkadoo (and our officers, directors, agents, affiliates, partners and employees) 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 such dispute.

13. INDEMNITY

You agree to indemnify, defend and hold Werkadoo and its affiliates, and their respective officers, directors, owners, agents, content providers and third party licensors (collectively, the “Werkadoo Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorneys' fees) incurred by any Werkadoo Party in connection with any misuse of or alleged misuse of the Service. Werkadoo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Werkadoo's defense of such claim.

14. SPECIAL ADVISORY FOR INTERNATIONAL VISITORS

As a consequence of the global nature of the Internet, you agree to comply with all local rules regarding user conduct on the Internet and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

15. TERMINATION

This Agreement shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account terminated in accordance with this Section.

15.1 Termination. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, provided that any such termination for convenience shall not affect the validity of any Job Contracts that have been concluded prior to termination and this Agreement shall continue to apply with respect to such Job Contracts.

15.2 Consequences of Termination. Termination shall not relieve Business of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Business following termination pursuant to Section 9 Payment.

15.3 Survival. Sections 6 through 16 of this Agreement shall survive any termination thereof.

16. AUDIT RIGHTS

Business and Werker each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Job Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Werkadoo upon request. Werkadoo, or Werkadoo's advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Werker's operations and records to confirm compliance.

17. MISCELLANEOUS

Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas, without reference to principles of choice of law. Jurisdiction and Venue. You and Werkadoo each irrevocably consent to the personal jurisdiction of the federal or state courts located in Harris County, Texas (the “Courts”) with respect to any action, suit or proceeding arising out of or related to this Agreement or to the Service (including without limitation any Member Content) and waive any objection to venue in any of the Courts for such an action, suit or proceeding (whether based on forum non conveniens or otherwise); additionally, you agree that you will not bring any such action, suit or proceeding in any court other than the Courts. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Service, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. Survival. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, (i) such provision shall be interpreted in such a manner as to preserve, to the maximum extent possible, the intent of the parties, (ii) the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and (iii) such decision shall not affect the validity, legality or enforceability of such provision under other circumstances.

18. Contacting Werkadoo

Please contact Werkadoo with any questions or comments about this Agreement, the Service, or your Account by email at support@Werkadoo.com.

Additional questions? Visit our Contact Us Page.