Terms and Conditions

Web Site Terms and Conditions of Use
 
The following terminology applies to these Terms and Conditions, Privacy Statement and any or all Agreements:  “You” and “Your” refers to you, the person accessing The Company’s website and accepting the Company’s terms and conditions. Additionally, the term “Client” refers to you if you will be accessing the site to utilize its services seeking information, resources, services, or other business startup or growth offerings of The Company’s website. “Provider” refers to you if you are a contractor, affiliate, or any other service provider offering your services through, in concert with, in partnership with, or in affiliation with The Company’s website or our company. "The Company", “Ourselves”, “We” and "Us", refers to our Company. “The Terms”, “Terms and Conditions”, and “Agreement” refer to this Terms and Conditions Agreement in its entirety. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
 
Introduction
These terms and conditions govern your use of The Company’s website; by using The Company’s website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use The Company’s website.
 
You must be at least [18] years of age to use The Company’s website. By using The Company’s website [and by agreeing to these terms and conditions] you warrant and represent that you are at least [18] years of age. Copyright and other relevant intellectual property rights exist on all text relating to the Company’s services and the full content of The Company’s website.
                                                                    
License to use website
Unless otherwise stated, The Company and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.
 
You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
 
You must not: republish material from The Company’s website (including republication on another website); sell, rent or sub-license material from the website; show any material from the website in public; reproduce, duplicate, copy or otherwise exploit material on The Company’s website for a commercial purpose except for content specifically and expressly made available for redistribution.
 
Acceptable use
You will not attempt to access the website except through the provided interface.  You must not use The Company’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
 
You must not attempt to reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code or create derivative works from the software contained on the website.
 
You must not use The Company’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
 
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to The Company’s website without The Company’s express written consent. You must not use The Company’s website to transmit or send unsolicited commercial communications. You must not use The Company’s website for any purposes related to marketing without The Company’s express written consent.]
 
Restricted access
Access to certain areas of The Company’s website is restricted.  The Company reserves the right to restrict access to other areas of The Company’s website, or indeed this entire website, at The Company’s discretion.
 
If The Company provides you with a user ID and password to enable you to access restricted areas of The Company’s website or other content or services, you are solely responsible for maintaining and securing the confidentiality and safety of your account password.  You agree not to share with, disclose to, or reveal your password to any third party.  You, as user of The Company’s website and its services, are solely responsible for any actions taken on The Company’s website through the use of your password.  No action may be performed by any third party using your password, unless it is an authorized The Company employee.  If you know or suspect that your password has been stolen you must immediately notify The Company.
 
The Company may disable your user ID and password under The Company’s sole discretion without notice or explanation.
 
User content
In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to The Company’s website, for whatever purpose.
 
You grant to The Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to The Company the right to sub-license these rights, and the right to bring an action for infringement of these rights.
Your user content and/or job posting must not be illegal or unlawful, must not violate any third party’s copyright or intellectual property rights or infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or The Company or a third party (in each case under any applicable law).
 
Any user content or job posting which contains or is concerning the design or  involvement of adult content or pornography are expressly prohibited. The solicitation and/or creation of acting, modeling, and/or talent search sites are also expressly prohibited.
 
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
The Company reserves the right to edit or remove any material submitted to The Company’s website, or stored on The Company servers, or hosted or published upon The Company’s website.
Notwithstanding The Company rights under these terms and conditions in relation to user content, The Company does not undertake to monitor the submission of such content to, or the publication of such content on, The Company’s website.
The Company reserves the right to reject or modify any job posting in violation of these guidelines.
 
 
Client and Provider Communications
In addition to providing certain direct services, The company also provides, in part, a platform for Clients and Providers to connect and establish contracts for services to be rendered by Providers to Clients through The Company’s website.
 
While The Company has the right to monitor, advise, and hold accountable the actions and quality of work of Providers and attempts do so when warranted to maintain high quality standards, The Company does not guarantee the management of the work of individual Providers or the Providers themselves, nor does it guarantee the work itself.
 
Clients and providers must comply with all The Company terms and policies as outlined in this agreement.  Clients and providers must also comply with any and all applicable laws related to their activities.  Any defamatory or legally actionable remarks, information, content or comments posted to The Company’s website by you may result in you being held legally liable for damages suffered by The Company, other Company users or by third parties as a result of such actions.  If posting on The Company’s website, you agree to post only respectful and professional comments and feedback about The Company, other customers and other providers. The company does not monitor comments or communications posted between Clients and Providers, and is not legally responsible for any such comments or any other content posted through The Company’s website by any Client, Provider, or other third party.
 
Pricing
Clients are charged a fee by The Company for services rendered by Providers advertising their services on The Company’s website. This fee is always included in any price listing published on The Company’s website for a Provider’s services or in any quote provided by a Provider offering services through The Company’s website.
 
The Company also offers services provided directly by The Company. Any direct services will also have their price listed and confirmed prior to any purchase.
 
Payments / No your DoAvenue wallet
The Company offers Clients the ability to make payments under the terms of a contract to a Provider through The Company's website. The Company does not offer an your DoAvenue wallet service. The Company does, however, offers it’s Clients and Providers the benefit of a “wallet” system, a system which requires Clients to deposit funds into a virtual “wallet” in order to verify that they are legitimate clients and possess enough funds to cover a given project. These funds, however, are not specifically allocated nor earmarked for any given project and are not required to be released for any particular project. Clients are, however, responsible for depositing and releasing funds in accordance with any terms set forth between a Client and Provider for any given project (including, but not limited to, specified milestones and/or fulfillment of work performed under an hourly contract), notwithstanding the amount of funds in a Client’s “wallet” and independent of the timing of when the deposits take place.
 
The Company reserves the right to collect, by any legal means, any amounts owed to The Company, if the Client’s account has insufficient funds to cover any such outstanding charges or fees.
 
Any monies received by The Company from a Client who has not logged in within one (1) year after the money was received and has not provided payments instructions to The Company within that same time period will be refunded to the Client’s account.
 
Invoicing
The Company does not provide official invoices to Clients or Providers for tax or any other purposes. Clients and Providers may print any and all system information documenting billing details, payments, and other time and financial tracking data, as needed.
 
No Services Rendered Externally
All payments related to projects initiated through The Company’s website (including, but not limited to, direct payments per terms agreed upon, expense reimbursements, bonuses, and adjustments to agreed upon amounts) must be made through The Company’s website. Any solicitation or initiation of payment arrangements for a project to be made outside The Company’s website is strictly prohibited and considered a violation of these Terms.
 
You may not agree to initiate new projects nor provide or receive services nor negotiate fees outside of The Company’s website, with anyone originally identified through The Company’s website within a period of no less than four (4) years. No penalties will be applied if services are solicited and/or rendered after four (4) years from the last date of contact through the system.  However, if you solicit services or have services rendered for you by a Provider you originally identified through The Company’s system, you agree that, given the unique and often exclusive or semi-exclusive nature of the relationships The Company has with its Providers, it would be impossible or inadequate to measure and calculate The Company’s damages from any such breach of the terms set forth in this clause.  Therefore, you agree that if you breach any portion of this clause, you will be required to pay to The Company a minimum of $100,000.00, in addition to any other rights or remedies available, including, but not limited to, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this clause.
 
Independent Agreements
As deemed necessary and appropriate by Clients and Providers, Clients and Providers may initiate and enter into any independent agreements as desired. Any such independent agreements solely involve the Client and Provider parties entering into the agreement and neither indicate nor imply the involvement or agreement of The Company in any included terms of such agreement. Additionally, the terms set forth in this Terms and Conditions Agreement override any conflicting terms in any Client and Provider independent agreement, particularly as they may relate to The Company’s rights and obligations.
 
Non-Disclosure Between Clients And Providers
 
Trade secrets, ideas, or patents:
Providers understand and acknowledge that Clients’ trade secrets, ideas, or patents consist of information and materials that are valuable and not generally known by Clients’ competitors. Clients’ trade secrets, ideas, or patents include:
 
(a)   Any and all information concerning Clients’ current, future or proposed products, including, but not limited to, unpublished computer code (both source code and object code), drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development agreements and related agreements.
 
(b)   Information and materials relating to Clients’ purchasing, accounting and marketing, including, but not limited to, marketing plans, sales data, unpublished promotional material, cost and pricing information and customer lists.
 
(c)   Information of the type described above which Clients obtained from another party and which Clients treat as confidential, whether or not owned or developed by Clients.
 
Nondisclosure:
In consideration of Clients’ disclosure of its trade secrets, ideas, or patents to Providers, Providers agrees that they will treat Clients’ trade secrets, ideas, or patents with the same degree of care and safeguards that it takes with its own trade secrets, ideas, or patents, but in no event less than a reasonable degree of care. Recipient agrees that, without Clients’ prior written consent, Provider will not:
 
(a)   disclose Clients’ trade secrets, ideas, or patents to any third party;
 
(b)   make or permit to be made copies or other reproductions of Clients’ trade secrets, ideas, or patents; or
 
(c)   make any commercial use of the trade secrets, ideas, or patents within its own capacity as the current registered organization.
 
(d)   contribute to, assist with, participate in, or develop any software which would compete with any portion of the software disclosed by Clients.
 
Providers will not disclose Clients’ trade secrets, ideas, or patents to Clients’ employees, agents and consultants, under their current contract unless:
 
(a)   they have a need to know the information in connection with their employment or consultant duties; and
 
(b)   they personally agree in writing to be bound by the terms of this Agreement.
 
(c)   Return of Materials: Upon Clients’ request, Providers shall promptly (within 30 days) return all original materials provided by Clients and any copies, notes or other documents in Providers’ possession pertaining to Clients’ trade secrets, ideas, or patents.
 
(d)   Exclusions: This agreement does not apply to any information which:
 
(e)   was in Providers’ possession or was known to Providers, without an obligation to keep it confidential, before such information was disclosed to Provider by a Client;
 
(f)     is or becomes public knowledge through a source other than Provider and through no fault of Client;
 
(g)   Term of Agreement: This Agreement and Providers’ duty to hold Clients’ trade secrets, ideas, or patents in confidence shall remain in effect until a Client sends a Provider written notice releasing a Provider from this Agreement pertaining to their individual relationship, or a period of no more than 5 years from the signing latest use of this site, and hence agreement to these Terms and Conditions, whichever comes earlier.
 
(h)  No Rights Granted: Provider understands and agrees that this Terms and Conditions Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Clients’ trade secrets, ideas, or patents to Provider.
 
Since Providers can not acknowledge under such general terms as outlined in this Agreement that they (Providers) have not previously known or been in possession of all Clients’ trade secrets, ideas, or patents, Providers are required to disclose to Clients within 5 days of receipt of any Clients’ trade secrets, ideas, or patents that they have already been in possession of such trade secrets, ideas, or patents, along with evidence of such prior knowledge.
 
Providers as Independent Contractors
Providers available for hire through The Company’s website are independent contractors, and neither Providers nor Providers’ staff are, or shall be deemed, Clients’ employees. Client assumes all liability associated with properly classifying Providers as independent contractors based on applicable law.  In their capacity as independent contractors, Providers agree and represent, and Clients agree, as follows:
 
(a)   Providers have the right to perform services for others during the term of this Agreement subject to non-competition provisions set out in this Agreement, if any.
 
(b)   Providers have the right to perform the services required by this Agreement at any place or location and at such times as Providers may determine.
 
(c)   Providers will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Providers’ work must be performed on or with Clients’ computer or existing software.
 
(d)   Neither Providers nor Providers’ staff shall be required to devote full-time to the performance of the services required by this Agreement.
 
(e)   Clients shall not withhold from Providers’ compensation any amount that would normally be withheld from an employee's pay.
 
Work Product
Intellectual Property Infringement Claims:
Providers warrant that Providers will not knowingly infringe on the copyright or trade secrets of any third party in performing services under this Agreement. To the extent any material used by Providers contains matter proprietary to a third party, Providers shall obtain a license from the owner permitting the use of such matter and granting Providers the right to sub-license its use. Providers will not knowingly infringe upon any existing patents of third parties in the performance of services required by this Agreement, but Providers MAKES NO WARRANTY OF NON-INFRINGEMENT of any United States or foreign patent.
 
Providers represents, BUT DOES NOT WARRANT, that to the best of its knowledge the software or other work product delivered to Client under this Agreement will not infringe any valid and existing intellectual property right of any third party.
 
Limitation of Providers’ Liability to Clients:
 
(a)   In no event shall Providers be liable to Clients for lost profits of Clients, or special or consequential damages, even if Providers have been advised of the possibility of such damages.
 
(b)   Providers shall not be liable for any claim or demand made against Clients by any third party.
 
(c)   Clients shall indemnify Providers against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising out of the use of the software or other work product provided under this Agreement.  Providers shall promptly notify Clients in writing of any third party claim or suit and Clients shall have the right to fully control the defense and any settlement of such claim or suit.
 
Terms of Work Product Agreements:
Agreements for work product between Clients and Providers shall commence on the date of acceptance of any project proposal by a Client and shall continue until full performance by both parties, or until earlier terminated by one party via communication through The Company’s website.
 
Termination of Work Product Agreement:
Both Clients and Providers shall have the right to terminate an agreement to produce a work product with any given client with or without cause, effective immediately upon written communication to the other party through The Company’s website.
                                      
If Provider terminates an agreement to produce a work product with any given client due to Client's default, all of the following shall apply:
 
(a)   Provider will not be required to deliver any undelivered software or other work product.
 
(b)   All amounts payable or accrued to Provider under any work product Agreement shall become immediately due and payable.
 
Any work product agreement may be terminated by a Client for its convenience at any point upon written notice to Provider through The Company’s website. Upon such termination, all amounts owed to Provider under the work product agreement for accepted work shall immediately become due and payable and Provider will not be required to deliver any undelivered software or other work product.
 
Rights and Ownership
Once payment has been made in full for any contracted service between a Client and a Provider, the Client will be the owner and author of any works created under the contract which was performed for such payment. In the case of an hourly contract, such work would include the result of all work performed during the period being paid. In the case of a fixed price contract, such work would include the result of all work performed for a given milestone as agreed upon between the Client and Provider for the given milestone being paid. Once payment has been made in full in accordance with the above payment terms, Provider assigns to Client its entire right, title and interest in anything created or developed by Provider for Client under this Agreement ("Work Product") including all patents, copyrights, trade secrets and other proprietary rights. Work Product includes, but is not limited to, the programs and documentation, including all ideas, routines, object and source codes, specifications, flow charts and other materials, in whatever form, developed solely for Client under each software or website development agreement.
 
Until the Client has released payment to the Provider, all works for hire and copyrightable works prepared for the Client by the Provider shall be owned by the Provider.  During such time, Clients grant Providers a limited, revocable, non-exclusive, right to use the trade secrets, ideas, or patents provided by a Client, in the process of performing the services under contract for the Client providing the information or materials. Each Client reserves all other rights and interest to all such information and materials. Despite ownership, the Provider is still bound by any and all non-disclosure requirements between Clients and Providers outlined further in these terms of use. In the event the Client cancels a contract or otherwise refuses payment to a Provider, whether for quality reasons, dispute, or other reasons, the Provider may retain ownership of the Work Product only if the Provider refunds any amount paid for the product within 30 days from the date of cancellation, dispute, or other cause.
 
Ownership of Background Technology:
Client acknowledges that Provider owns or holds a license to use and sublicense various preexisting development tools, routines, subroutines and other programs, data and materials that Provider may include in the Software developed under this Agreement. This material shall be referred to as "Background Technology."
 
Provider retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology. Subject to full payment of the consulting fees due under this Agreement, Provider grants Client a nonexclusive, perpetual worldwide license to use the Background Technology in the Software developed for and delivered to Client under this Agreement, and all updates and revisions thereto. However, Client shall make no other commercial use of the Background Technology without Provider's written consent
 
Work Product Warranties:
 
Disclaimer of all warranties: The website or software development work product(s) furnished under any agreement between Clients and Providers is provided on an as “as is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance or trade usage. Providers do not warrant that the software or other work product will meet Client's needs or be free from errors, or that the operation of the software or other work product will be uninterrupted. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the software or other work product.
 
The work product warranties set forth in this agreement are the only warranties granted by Providers for the website and/or software development portion of any agreement between Clients and Providers. Providers disclaim all other warranties express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.
 
No warranties
This website is provided “as is” without any representations or warranties, express or implied. The Company makes no representations or warranties in relation to The Company’s website or the information and materials provided on The Company’s website.
 
Without prejudice to the generality of the foregoing paragraph, The Company does not warrant that The Company’s website will be constantly available, or available at all; or the information on The Company’s website is complete, true, accurate or non-misleading, including in relation to any inaccuracies or omissions in The Company’s website. Nothing on The Company’s website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial, medical or other professional matter, you should consult an appropriate professional.
 
Limitations of liability
In no event shall The Company or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) in relation to the contents of, use of, inability to use or otherwise in connection with, The Company’s website : for any indirect, special or consequential loss; or for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data, even if The Company has been notified of the possibility of such damage.
                                       
These limitations of liability apply even if The Company has been expressly advised of the potential loss.
 
Exclusions
The information on this web site is provided on an "as is" basis. To the fullest extent permitted by law, The Company:
(a)   Excludes all representations and warranties relating to The Company’s website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in The Company’s website and/or the Company’s literature; and
 
(b)   Excludes all liability for damages arising out of or in connection with your use of The Company’s website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised The Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
The Company does not however exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.
 
Reasonableness
By using The Company’s website, you agree that the exclusions and limitations of liability set out in The Company’s website disclaimer are reasonable. If you do not think they are reasonable, you must not use The Company’s website.
 
Other parties
You accept that as a corporation, The Company has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against The Company’s officers or employees in respect of any losses you may suffer in connection with the website.
 
Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in The Company’s website disclaimer will protect The Company’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as The Company.
 
Links to Other Websites
Our Website may contain links to third party websites. These links are provided as a convenience to you.  We do not monitor or review the content of other party’s websites which are linked to from The Company’s website. Opinions expressed and/or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material.
 
The Company has no control over the legal documents and privacy practices of third party websites; as such, and in accordance with federal law, The Company is not legally responsible for any information, content or statements posted by you or any third party on The Company’s website. The inclusion of any link does not imply any endorsement, guarantee or warranty by The Company of the site. Use of any such linked web site is at the user's own risk.
 
The Company may at times accept affiliate compensation for links to third party websites. 
 
Indemnity
You hereby indemnify The Company and undertake to keep The Company indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by The Company to a third party in settlement of a claim or dispute on the advice of The Company’s legal advisers) incurred or suffered by The Company arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].
 
Breaches of these terms and conditions
Without prejudice to The Company’s other rights under these terms and conditions, if you breach these terms and conditions in any way, The Company may take such action as The Company deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
 
Variation
The Company may revise these terms of use for its web site at any time without notice.  Your use of The Company’s website after the date of publication of any revisions constitutes your acceptance of its terms.
 
Assignment
The Company may transfer, sub-contract or otherwise deal with The Company’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
 
You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
 
Severability
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
 
About these website terms and conditions
This document is based, in part, on a Contractology website terms and conditions template available at www.freenetlaw.com. The Contractology website supplies a wide variety of legal documents, including consultant contract precedents.
 
Entire agreement
These terms and conditions together with Our “Provider Agreement” (required of and applicable to Providers only) constitute the entire agreement between you and The Company in relation to your use of The Company’s website, and supersede all previous agreements in respect of your use of The Company’s website.
 
Law and jurisdiction
These terms and conditions will be governed by and construed in accordance with Texas law, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of Denton County Texas.