PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
Subject to the conditions set forth herein, TME may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. TME will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you to notice by email. If the Substantial Change includes an increase to Fees charged by TME, TME will provide at least 30 days’ advance notice of the change but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
TME offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Construction Services; 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.
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your products, or the services your business provides and to correct any such information that is or becomes false or misleading.
As described in this Section, there are two different Account types (Contractor and Supplier). If you have a Supplier Account (defined below), you will automatically have a Contractor level access under the same email and password. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
You can register for an Account or add an Account type to use the Site and Site Services as a Contractor (a “Contractor Account”). Each User under a Contractor Account (“Member”) can be given different permissions to act on behalf of the Contractor Account.
You can register for an Account or add an Account type to use the Site and Site Services as a Supplier (a “Supplier Account”). Each User under a Supplier Account (“Member”) can be given different permissions to act on behalf of the Supplier Account.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, TME may close any or all related Accounts.
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 TME. You authorize TME, 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.
When you register for an Account, you will be asked to choose a business email and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your email and password and agree not to share your email or password with any person who is not authorized to use your Account. You authorize TME to assume that any person using the Site with your email and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the email 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.
Section 2 discusses what TME does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Supplier or Contractor, as detailed below.
The Site is a marketplace where Contractors and Suppliers can identify each other and advertise, buy, and sell Supplier Services online. Subject to the Terms of Service, TME provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
TME merely makes the Site and Site Services available to enable Suppliers and Contractors to find and transact directly with each other. TME does not introduce Suppliers to Contractors, find Product/Services for Suppliers, or find Suppliers for Contractors. Through the Site and Site Services, Suppliers may be notified of Contractors that may be seeking the services they offer, and Contractors may be notified of Suppliers that may offer the services they seek; always, however, Users are responsible for evaluating and determining the suitability of any Product/Service, Contractor or Supplier on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and TME is not a party to that Service Contract. You acknowledge, agree, and understand that TME is not a party to the relationship or any dealings between Contractor and Supplier. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Supplier Services, or (e) paying for Service Contracts or Supplier Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). TME does not make any representations about or guarantee the truth or accuracy of any Supplier’s or Contractor’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Suppliers or Contractors, and does not vet or otherwise perform background checks on Suppliers or Contractors. You acknowledge, agree, and understand that TME does not, in any way, supervise, direct, control, or evaluate Suppliers or their work and is not responsible for any Product/Service, Product/Service terms or Work Product. TME makes no representations about and does not guarantee, and you agree not to hold TME responsible for, the quality, safety, or legality of Supplier Services; the qualifications, background, or identities of Users; the ability of Suppliers to deliver Supplier Services; the ability of Contractors to pay for Supplier Services; User Content, statements or posts made by Users; or the ability or willingness of a Contractor or Supplier to actually complete a transaction. You also acknowledge, agree, and understand that Suppliers are solely responsible for determining, and have the sole right to determine, which Product/Services to accept; the time, place, manner, and means of providing any Supplier Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of TME, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) TME will not have any liability or obligations under or related to Service Contracts and/or Supplier Services for any acts or omissions by you or other Users; (iii) TME does not, in any way, supervise, direct, or control any Supplier or Supplier Services; does not impose quality standards or a deadline for completion of any Supplier Services; and does not dictate the performance, methods or process Supplier uses to perform services; (iv) Supplier is free to determine when and if to perform Supplier Services, including the days worked and time periods of work, and TME does not set or have any control over Supplier’s pricing, work hours, work schedules, or work location, nor is TME involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Supplier for a Product/Service; (v) Supplier will be paid at such times and amounts as agreed with a Contractor in a given Service Contract, and TME does not, in any way, provide or guarantee Supplier a regular salary or any minimum, regular payment; (vi) TME does not provide Suppliers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) TME does not provide the premises at which Suppliers will perform the work. Suppliers are free to use subcontractors or employees to perform Supplier Services and may delegate work on Service Contracts or by agreeing with their Contractors to have hourly contracts for Supplier’s subcontractor(s) or employee(s). If a Supplier uses subcontractors or employees, Supplier further agrees and acknowledges that this paragraph applies to TME’s relationship, if any, with Supplier’s subcontractors and employees as well and Supplier is solely responsible for Supplier’s subcontractors and employees. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are always free to engage in such other business activities and services and are encouraged to do so.
Supplier acknowledges and agrees that Supplier is solely responsible (a) for all tax liability associated with payments received from Supplier’s Contractors and through TME, and that TME will not withhold any taxes from payments to Supplier; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Supplier is not covered by or eligible for any insurance from TME; (c) for determining whether Supplier is required by applicable law to issue any particular invoices for the Supplier Fees and for issuing any invoices so required; (d) for determining whether Supplier is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Supplier Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if TME is required by applicable law to withhold any amount of the Supplier Fees and for notifying TME of any such requirement and indemnifying TME for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of TME, Supplier agrees to promptly cooperate with TME and provide copies of Supplier’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Supplier is engaging in an independent business as represented to TME.
You hereby acknowledge and agree that Users publish and request TME to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Suppliers or Contractors voluntarily submit to TME and does not constitute and will not be construed as an introduction, endorsement, or recommendation by TME; TME provides such information solely for the convenience of Users. You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that TME post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by TME on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that TME will make Composite Information available to other Users, including composite or compiled feedback. TME provides its feedback system as a means through which Users can share their opinions of other Users publicly, and TME does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. TME does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties because of or in connection with your User Content if such User Content is legally actionable or defamatory. TME 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, TME reserves the right (but is under no obligation) to remove posted feedback or information that, in TME’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of TME. You acknowledge and agree that you will notify TME of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, TME may rely on the accuracy of such information.
Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
If a Contractor and Supplier decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Contractor and Supplier. Contractor and Supplier have complete discretion both about whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that TME is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between TME and any Supplier or a partnership or joint venture between TME and any User. With respect to any Service Contract, Contractors and Suppliers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand TME’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.
For disputes arising between Contractors and Suppliers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that TME will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions. If Supplier or Contractor intends to obtain an order from an arbitrator or any court that might direct TME to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting TME, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
Users may agree to any terms they deem appropriate with respect to confidentiality. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies. To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
Section 4 discusses what you agree to concern whether a Supplier is an employee or independent contractor and when you agree to use TME Payroll, as detailed below.
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between TME and a User. The contractor is solely responsible for and has complete discretion about the selection of any Supplier for any Product/Service. Contractor is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Suppliers should be engaged as independent contractors or employees of Contractor and engaging them accordingly; TME will have no input into, or involvement in, worker classification as between Contractor and Supplier and Users agree that TME has no involvement in and will have no liability arising from or relating to the classification of a Supplier generally or with regard to a particular Product/Service.
Supplier, acknowledges, understands, and agrees that TME will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Supplier and Staffing Provider and/or Contractor, including the selection of an employee, pay rate, work hours, employment dates and working conditions. The supplier will not have any contract on the TME Site or contact with TME regarding such employment terms.
Section 5 describes what fees you agree to pay to TME in exchange for TME providing the Site and Site Services to you and what taxes TME may collect, as detailed below.
Suppliers pay TME a Service Fee (as defined in Section 5.1) for the use of the Site. TME charges service fees to Suppliers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Supplier. When a Contractor pays a Supplier for a Product/Service or when funds related to a Product/Service are otherwise released to a Supplier as required by the applicable Escrow Instructions (See Section 6.1), TME will credit the Supplier Escrow Account for the full amount paid or released, and then subtract and disburse to TME the Service Fee. Supplier hereby irrevocably authorizes and instructs TME to deduct the Service Fee from the Supplier Escrow Account and pay TME on Supplier’s behalf.
Suppliers pay TME a membership fee if they subscribe for a paid membership. Suppliers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Supplier Membership Agreement.
Contractors pay TME a fee for payment processing and administration related to the Supplier Fees they pay to Suppliers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
TME may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Supplier (the “Taxes“). In such instances, any amounts TME is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to TME under the Terms of Service.
TME does not introduce Contractors to Suppliers and does not help Suppliers secure Product/Services. TME merely makes the Site and Site Services available to enable Suppliers to do so themselves and may from time to time highlight Product/Services that may be of interest. Therefore, TME does not charge a fee when a Supplier finds a suitable Contractor or finds a Product/Service. In addition, TME does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
Section 6 discusses your agreement to pay Supplier Service Fees on Service Contracts and describes how TME’s Escrow Services work, what happens if a Contractor doesn’t pay, and related topics, as detailed below.
TME provides escrow services to Users to deliver, hold, and/or receive payment for a Product/Service, and to pay fees to TME.
TME will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that TME acts merely as an Internet escrow agent. TME has fully delivered the Escrow Services to you if TME provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. TME is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct TME to release or make a payment of funds from an Escrow Account associated with you, TME may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, TME may release or pay funds from an Escrow Account as required by applicable law.
TME will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, TME will establish and maintain one of two different types of Escrow Accounts, subject to the applicable Escrow Instructions: (a) Contractor Escrow Account. After entering into a Service Contract, the first time a Contractor makes a payment for a Product/Service, TME will establish and maintain a “Contractor Escrow Account” to hold funds for the Contractor to use to make payments for Product/Services, to receive refunds in connection with Product/Services, and to make payments to TME for payment processing and administration fees. (b) Supplier Escrow Account. After entering into a Service Contract, the first time a Supplier uses the Site to receive payment for a Product/Service, TME will establish and maintain a “Supplier Escrow Account” for Supplier to receive payments for Product/Services, withdraw payments, make payments for Service Fees and to TME for other fees, and issue refunds to Contractors. You hereby authorize and instruct TME to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Product/Service and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Contractor and Supplier may access current information regarding the status of an Escrow Account on the Site.
If you are a Supplier and you request the release of funds from a Contractor Escrow Account, you hereby appoint TME, as your agent to obtain funds on your behalf and credit them to your Supplier Escrow Account as applicable. Because TME is Supplier’s agent, Supplier must, and hereby does, fully discharge and credit Supplier’s Contractor for all payments and releases that TME receives on Supplier’s behalf from or on behalf of such Contractor.
You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. TME may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
For Service Contracts, Contractor becomes obligated to fund escrow immediately upon sending a Service Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. Contractor acknowledges and agrees that for Service Contracts failure to decline or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Contractor authorizes the payment of the Supplier Fees for a Service Contract on the Site, Contractor automatically and irrevocably authorizes and instructs TME to charge Contractor’s Payment Method for the Supplier Fees.
Under the relevant Escrow Instructions, TME disburses funds that are available and payable to a Supplier upon Supplier’s request. A Supplier can request disbursement of available funds or a partial amount any time. If Supplier does not request a disbursement, TME will automatically disburse available funds no more than 90 days after the Supplier Fees are released to the Supplier Escrow Account. Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, TME may refuse to process or may hold the disbursement of the Supplier Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, TME, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Supplier Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Supplier’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Supplier Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Supplier Fees is no longer necessary, TME will release such hold as soon as practicable. In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Product/Service; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Contractor if you are a Supplier, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing TME to (and TME will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
If Contractor is in “default”, meaning the Contractor fails to pay the Supplier Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of TME), TME will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Contractor will be deemed to be in default on the earliest occurrence of any of the following: (a) Contractor fails to pay the Supplier Fees when due, (b) Contractor fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Contractor fails to pay an invoice issued to the Contractor by TME within the time period agreed or, if none, within 30 days, (d) Contractor initiates a chargeback with a bank or other financial institution resulting in a charge made by TME for Supplier Fees or such other amount due being reversed to the Contractor, or (e) Contractor takes other actions or fails to take any action that results in a negative or past-due balance on the Contractor’s account. If Contractor is in default, TME may, without notice, temporarily or permanently close Contractor’s Account and revoke Contractor’s access to the Site and Site Services, including Contractor’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Supplier Services from other Users through the Site. However, the Contractor will remain responsible for any amounts that accrue on any open Product/Services at the time a limitation is put on the Contractor’s Account because of the default. Without limiting other available remedies, Contractor must pay TME upon demand for any amounts owed, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. TME, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Contractor or held by TME for Contractor, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Contractor acknowledges and agrees that TME will charge Contractor’s designated Payment Method for the Supplier Fees incurred as described in the applicable Escrow Instructions and that once TME charges or debits the Contractor’s designated Payment Method for the Supplier Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. The contractor also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Contractor resolve disputes. To the extent permitted by applicable law, Contractor, therefore, agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Supplier Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Contractor initiates a chargeback in violation of this Agreement, Contractor agrees that TME may dispute or appeal the chargeback and institute collection action against Contractor and take such other action it deems appropriate.
Section 7 discusses your agreement to make and receive payments only through TME for two years from the date you first meet your Contractor or Supplier on the Site, unless you pay an Opt-Out-Fee, as detailed below.
You acknowledge and agree that a substantial portion of the compensation TME receives for making the Site available to you is collected through the Service Fee described in Section 5.1. TME only receives this Service Fee when a Contractor and a Supplier pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “TME Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User. You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
You agree to notify TME immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to TME by sending an email message to firstname.lastname@example.org. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
You may opt-out of the obligation in Section 7.1 with respect to each TME Relationship only if the Contractor or prospective Contractor or Supplier pays TME an opt-out fee for each such relationship (the “Opt-Out Fee”). The Opt-Out Fee is computed as follows
To pay the Opt-Out Fee, you must request instructions by sending an email message to email@example.com. If TME determines, in its sole discretion, that you have violated Section 7, TME or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee if permitted by law or send you an invoice for the Opt-Out Fee, which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of TME’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
Section 8 discusses your agreement to make and keep all required records, as detailed below.
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to TME upon request. Nothing in this subsection requires or will be construed as requiring TME to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for the 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 TME’s part to store, backup, retain, or grant access to any information or data for any period.
Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TME MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TME DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST TME WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
Section 10 discusses your agreement that TME usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most, it will be required to pay you $2,500, as detailed below.
TME is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
ADDITIONALLY, IN NO EVENT WILL TME 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 TME 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 TME WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CONTRACTOR OR SUPPLIER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. 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.
Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that TME is not a party to any contract between Users, you hereby release TME from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exists as of the time you enter into this agreement. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Supplier Services provided to Contractor by a Supplier and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions. This release will not apply to a claim that TME failed to meet our obligations under the Terms of Service.
Section 12 discusses your agreement to pay for any costs or losses we have because of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless TME (“Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Supplier as an independent contractor; the classification of TME as an employer or joint employer of Supplier; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your email and password. “Indemnified Claim” means all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
Section 13 discusses your and TME’s agreement about when and how long this Agreement will last, when and how either you or TME can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and TME expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to firstname.lastname@example.org. In the event, you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. TME is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contractor Product/Service entered into between Users. If you attempt to terminate this Agreement while having one or more open Product/Services, you agree (a) you hereby instruct TME to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Product/Services have closed on the Site; (c) TME will continue to perform those Site Services necessary to complete any open Product/Service or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to TME for any Site Services or such other amounts owed under the Terms of Service and to any Suppliers for any Supplier Services. Without limiting TME’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or TME 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 TME’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You, therefore, agree as follows: IF TME DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, TME HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT TME 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.
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which TME will have no liability whatsoever. TME, in its sole discretion and as permitted or required by law, may retain some or all your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance, after this Agreement terminates or expires, will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or TME 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.
Section 14 discusses your agreement with TME and our agreement with you about how we will resolve any disputes, including that we will both the first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
If a dispute arises between you and TME, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, TME agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with TME (including without limitation any claimed employment with TME), the termination of your relationship with TME, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”). Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from TME, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with TME or the termination of that relationship. Disputes between the parties that may not be subject to the pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
Before serving a demand for arbitration of a Claim, you and TME agree to first notify each other of the Claim. You agree to notify TME of the Claim by email to support@TME.com, and TME agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and TME then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or TME, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and TME will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
Section 15 discusses additional terms of the agreement between you and TME, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and TME relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though TME drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or TME because of the authorship of any provision of the Terms of Service.
No modification or amendment to the Terms of Service will be binding upon TME unless in a written instrument signed by a duly authorized representative of TME or posted on the Site by TME. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without TME’s prior written consent in the form of a written instrument signed by a duly authorized representative of TME. TME may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
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.
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions if any. The Site is controlled and operated from our facilities in the United Arab Emirates.
Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
TABLE OF CONTENTS
Users of the Service may be Contractors or Suppliers (as each is defined in the User Agreement).
Information You Provide to Us
When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the TME platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a massage room. Agencies may also provide us with information about Suppliers associated with the Agency.
You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether the provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
Information Collected Automatically
Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
We and our third-party service providers, including analytics and third-party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve the services we offer you, to improve marketing, analytics, and site functionality.
The information we collect also includes the Internet Protocol (“IP”) address or another unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third-party service providers with information regarding the physical location of the device used to access the Service.
In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
HOW WE RESPOND TO DO NOT TRACK SIGNALS
TME does not respond to Do-Not-Track signals.
Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, TME does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit https://www.allaboutdnt.com.
Suppliers may create a profile, with certain or all information publicly available. Contractors may also create organization profiles.
You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Buildaily users and the general public subject to the privacy choices you make within your Buildaily Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Contractors of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at email@example.com.
Suppliers and Contractors may communicate with each other through the Service. For example, Suppliers and Contractors may wish to discuss Contractor needs and Supplier work request for quotes. If you communicate with a Contractor, that Contractor will also be a “data controller” with respect to such communications.
We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features TME and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the TME Forum Rules and our Terms of Service.
To request removal of your personal information from our blog or community forum, contact us at firstname.lastname@example.org. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent, we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at email@example.com.
Work Listings Through the Service
If you choose to post a work listing via the Service as a Contractor, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Contractor, the names of other Suppliers performing work for the Contractor, Contractor feedback and rating information and timing of project performance.
We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
WE USE INFORMATION WE COLLECT:
We use your Personal Information for the purposes described above:
Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
TME works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons) and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us.
While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit https://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or https://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
We take a number of steps to protect your data, but no security is guaranteed.
TME takes commercially reasonable steps to help protect and secure the information it collects and stores about Buildaily users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Buildaily users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, TME cannot ensure and does not warrant the security of any information you transmit to us.
Even though we are a UAE. the company, we process and store your information in the United States and our service providers may process and store it elsewhere.
When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
Our Service contains links to other websites. If you choose to click on a third-party link, you will be directed to that third-party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third-party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third-party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to TME. For more information about phishing, visit the website of the Federal Trade Commission at https://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third-party pretending to be TME, please report it at firstname.lastname@example.org.
We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly or do not have complete information.
Escrow Instructions If a Contractor and a Supplier enter into a Service Contract, these Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts. To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates. These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
By clicking to fund Escrow (a “Funding Approval”) or to accept a Service Contract, Contractor and Supplier are deemed to have executed these Escrow Instructions electronically, effective on the date Supplier clicks to accept the engagement, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the “E-Sign Act“). Doing so constitutes an acknowledgment that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Service Contract.
Contractor and Supplier irrevocably authorize and instruct TME Worldwide LLC. (“TME“) to release applicable portions of the Escrow Account (each portion, a “Release”) to their Supplier Escrow Account or Contractor Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Supplier’s or Contractor’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
As used in these Escrow Instructions, “Release Condition” means any of the following:
On the occurrence of a Release Condition, Contractor and Supplier are deemed to and hereby agree that the instruction to TME to release funds is irrevocable. Without limiting the foregoing, Contractor’s instruction to TME and its wholly owned subsidiaries to pay a Supplier is irrevocable. Such instruction is Contractor’s authorization to transfer funds to Supplier from the Contractor Escrow Account or authorization to charge the Contractor’s Payment Method. Such instruction is also the Contractor’s representation that the Contractor has received, inspected and accepted the subject work or expense. Contractor acknowledges and agrees that upon receipt of the Contractor’s instruction to pay Supplier, TME will transfer funds to the Supplier and that TME has no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Contractor agrees that once TME has charged Contractor’s Payment Method, the charge is non-refundable.
To be fair to Contractors and Suppliers, TME has a procedure for Service Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means a business term or milestone updates or requests, Escrow Funding, Escrow Release, Escrow Refunds, Funding requests, Release requests, requests to close the Service Contract, Status Report submittals, or actions under the Fixed Price Dispute Assistance Program. A “Dormant Engagement” is a Service Contract that has an Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:
Contractor and Supplier are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Contractor or Supplier can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by the Contractor or Supplier by following the steps below.
If Supplier wants to cancel a contract with funds held in escrow, Supplier must click to close the contract. When Supplier clicks to close the contract, Supplier and Contractor agree that TME is authorized and irrevocably instructed to immediately release to Contractor all Escrow funds associated with the contract.
If the Contractor wants to cancel a contract with funds held in escrow, the Contractor must click to close the contract. The supplier must either click to approve or dispute the Contractor’s cancellation within 7 days. If Supplier approves the cancellation, Supplier and Contractor agree that TME is authorized and irrevocably instructed to immediately release to Contractor all escrow funds associated with the contract. If Supplier is using the Site on a mobile device and does not have the ability to approve or dispute the cancellation with a click on the mobile website or application, Supplier must dispute the Contractor’s cancellation via support ticket within 7 days. If Supplier takes no action within 7 days from the date notification of the cancellation is sent to Supplier, Supplier and Contractor agree that TME is authorized and irrevocably instructed to immediately release to Contractor all Escrow funds associated with the contract. If Supplier disputes the cancellation, Supplier and Contractor will be offered TME Dispute Assistance (as defined in Section 6).
If Contractor and Supplier fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, TME provides this Dispute Assistance Program as a mechanism to resolve the Dispute.
Dispute Assistance is only available (i) after the initial funding of the Escrow Account associated with the Service Contract, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the Supplier or the Contractor via the Site after the Dispute Assistance Deadline.
TME will first attempt to assist the Contractor and Supplier by reviewing the Dispute and proposing a mutual, non-binding resolution.
All notices to a User required by these Escrow Instructions will be made via email sent by TME to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with TME, for checking their email and for responding to notices sent by TME to the User’s registered email address.
All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, and TME will have the right to take any other action, including suspension or termination of your Account, and any other legal action as TME deems appropriate in its sole discretion.
TME, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if TME believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Service Contracts that existed prior to termination will be subject to the Terms of Service.
Pursuant to the User Agreement, TME charges Suppliers a Service Fee for each payment their Contractor makes to the Supplier on a Service Contract. Depending on certain features of the Service Contract, the Service Fees will be charged either as “tiered” or “straight” pricing, as discussed in further detail in this Section 1. Where applicable, TME may also collect taxes (such as value added tax (VAT) in Europe) on Service Fees. Pursuant to the Supplier Membership Agreement, TME charges Suppliers a Membership Fee. Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. You hereby authorize TME to charge to you and to collect from you, (consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service), any fees, charges, or taxes described in this Section 1.
Regardless of the type of Payment Method used, we charge Contractors a payment processing and administration fee on each payment made by the Contractor through TME (the “Payment Processing Fee”), except as otherwise provided in this Agreement. Payment Processing and Administration fee for U.S based users: 5.5% Payment Processing and Administration fee for Non-U.S based users: 7.5% If payments made by a Contractor are released to the Contractor Escrow Account for any reason or refunded by a Supplier, the Payment Processing Fee, if applicable, will not be refunded.
If and to the extent permitted by TME in its sole discretion, Users may pay Supplier Fees, Membership Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to TME’s eligibility requirements, if you elect to pay Supplier Fees or any other fees owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize TME to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such fees pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act and economic sanctions oversaw by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 3 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice to cancel your authorization for ACH transfers contained in this Section 3. You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to an ACH debit or credit transfer performed pursuant to your authorization provided in this Section 3. However, we assume no responsibility for our failure to do so. You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules. Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Contractor Escrow Account, as applicable.
TME offers several membership programs for Suppliers. For purposes of this Agreement, “Member” or “you” means a Supplier participating in a membership program. Each membership program includes a certain number of “Connects,” which reserve monthly capacity for you to submit quotes for Contractors’ posted Request for Quotes. If you are a paying Member, you have the right to purchase additional Connects at any time, subject to a cap determined by your membership program and other criteria. Connects you do not use by the end of the month do not carry over into the next month unless you have a paid membership, in which case you may rollover up to two times the monthly allotment of Connects. The conditions under which unused Connects will roll over into the next month may vary from time to time and will depend on your membership program. TME reserves the right to change membership fees, change the monthly number of Connects included in each membership program, change the price for additional Connects or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If TME exercises its right to cancel a membership, TME will not refund the membership fee already paid.
Where applicable, TME may also collect Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for Connects, as set forth in the User Agreement.
You must pay your TME membership fees through your TME Escrow Account. The membership billing period begins on the date that TME receives payment. TME membership fees are calculated from the beginning of that billing period. TME automatically renews your TME monthly membership, and you irrevocably authorize and instruct TME Escrow Inc. to make the required monthly payments to TME on your behalf. Automatic renewal occurs on the first day after the expiration date.
If you change your membership program, the new program and, a new billing period will be based upon the date TME receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period. TME reserves the right to modify its membership programs at any time, upon reasonable notice posted in advance on the Site. For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.
Subject to your compliance with the terms and conditions of this EULA, TME grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.
You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of TME. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.
The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to TME or its licensors or third-party providers. You acknowledge that TME or its licensors or third-party providers own all rights, title, and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by TME, its licensors or third-party providers. “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 other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
THE SOFTWARE IS PROVIDED BY TME AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. TME EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT are WITH YOU. TME DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.
TO THE FULLEST EXTENT PERMITTED BY LAW, TME DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL TME, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF TME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, TME’S, LICENSORS’ AND THIRD-PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY TME.
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless TME and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third-party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. TME reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.
The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to TME. These Screenshots may be displayed in the TME work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as the visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to TME, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to TME, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that TME is not liable to you for security breaches resulting from your use of the Software or otherwise.
TME reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. TME also may update or modify the Software from time to time at its discretion. Your election to continue the use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.
You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.
This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by TME or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from TME if you fail to comply with any of its provisions. Upon termination, you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to TME that all copies have been destroyed.
Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit TME’s other rights it may have by law.
If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.
You agree that, on TME’s request, you will certify in writing your compliance with the terms of this EULA.
You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of TME, at our sole discretion. Notwithstanding the foregoing, TME may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.
This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
TABLE OF CONTENTS
Section 2.1 discusses the rights we give to you to allow you to use the Site, as detailed below:
We try to keep our Site and the Site Services safe, secure and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.
Section 2.2 explains that we can stop allowing you to use the Site, as detailed below:
TME may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon TME providing such notice.
Section 2.3 explains that even though we let you use the Site, we still retain all our rights, as detailed below:
TME and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The TME logos and names are trademarks of TME and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.
Nothing in the Terms of Service grants you a right to use any TME Marks.
Section 2.4.1 explains that you are solely responsible for your use of the Site and any content you post on the Site and that if someone makes a claim against TME because of your content that you will pay TME for our fees and expenses, as detailed below:
When you post User Content on the Site or through the Site Services or provide TME with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.
You acknowledge and agree that the poster of User Content, and not TME, are responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.
You will indemnify, defend, and hold harmless TME, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.
Section 2.4.2 explains that by posting content on the Site, you give others certain limited rights to that content, as detailed below:
Section 2.4.3 explains when you can and what happens if you send your ideas to TME, as detailed below:
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place TME under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, TME does not waive any rights to use similar or related ideas, including those known or developed by TME or obtained from sources other than you.
Section 2.5 explains that third parties, including other Users, are responsible for content posted or linked on the Site, as detailed below:
Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of TME. TME neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than TME’s authorized agents acting in their official capacities.
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
Section 2.6 explains what to do if you think the content on the Site infringes your rights, as detailed below:
TME is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law.
Section 3 explains how you are allowed to use the Site, as detailed below:
TME offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. TME makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through escrow, and receive and provide Supplier Services. In addition, certain Visitor Site Services, such as the TME Blog and Hiring Headquarters, provide and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.
Section 4 explains the uses of the Site that are not allowed, as detailed below:
You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
The following are examples of uses that are prohibited on the Site or when using the Site Services:
Capitalized terms not defined below have the meanings described in the Terms of Service.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with TME.
“Contractor” means any authorized User utilizing the Site to seek and/or obtain Supplier Services from another User.
“Supplier” means any authorized User utilizing the Site to advertise and/or provide Supplier Services to Contractors, including Supplier Accounts that are Agency Accounts or, if applicable, Agency Members. A Supplier is a customer of TME with respect to use of the Site and Site services.
“Supplier Services” means any services provided by Suppliers.
“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.
“Public Site Services” means, collectively, all services, applications, and products that are accessible by any Site Visitor who has not become a User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.
“Site” means, collectively, our website located at www.buildaily.com, all affiliated websites, including mobile websites and TME Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).
“Site Services” means, collectively, all services (except the Supplier Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all TME Mobile Applications.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to TME, including such information that is posted as a result of questions.
“You” means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.