This Terms of Service (this “Agreement”) is a contract between you (“You” or “User”) and USTECHLAND Corporation (hereinafter USTECHLAND, “We”, or “Us”), a New Jersey Corporation. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.ustechland.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our successors in interest, (collectively, the “Site”), all services, applications and products that are accessible through the Site and all USTECHLAND mobile applications that link to or reference this Agreement (“Site Services”).
Subject to the conditions set forth herein, USTECHLAND may, in its sole discretion, amend this Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by USTECHLAND, USTECHLAND 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 or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, 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. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with USTECHLAND.
“Buyer” means any authorized User utilizing the Site to seek and/or obtain Provider Services from another User. From time to time, USTECHLAND may act as a Buyer, and the terms and conditions of this Agreement applicable to Buyers will apply to USTECHLAND when USTECHLAND acts in this way.
“Buyer Deliverables” means requests, intellectual property, and any other information or materials that a Provider receives from a Buyer to perform Provider Services.
“Confidential Information” means Buyer Deliverables, Provider Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Provider Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Provider or Buyer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Corporate Provider” means any authorized User utilizing the Site to advertise and provide Services to Buyers that is directly employed by a business with a Corporate Account and has been approved to provide Services to a Buyer.
“Engagement” means an engagement for Provider Services that a Provider provides to a Buyer under a Service Contract on the Site.
“Fixed-Price Contract” means a Service Contract for which Buyer is charged a fixed fee agreed between a Buyer and a Provider, prior to the commencement of a Service Contract, for the completion of all Provider Services contracted by Buyer for such Service Contract.
“Provider” means any authorized User utilizing the Site to advertise and provide Services to Buyers.
“Provider Deliverables” means requests, intellectual property, and any other information or materials that a Buyer receives from a Provider for a particular Service Contract.
“Provider Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Provider in the Time Logs, multiplied by the hourly rate set by the Provider; (b) for a Fixed-Price Contract, the fixed fee agreed between a Buyer and a Provider; and (c) any bonuses or other payments made by a Buyer.
“Provider Services” means all services performed for or delivered to Buyers by Providers.
“Hourly Contract” means a Service Contract for which Buyer is charged based on the hourly rate set by the Provider.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to USTECHLAND, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as USTECHLAND may accept from time to time in our sole discretion.
“Service Contract” means, as applicable, the contractual provisions between a Buyer and a Provider governing the Provider Services to be performed by a Provider for Buyer for an Engagement.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
Time Logs” means the report of hours recorded for a stated period by a Provider for the Provider Services performed for a Buyer.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to USTECHLAND.
“Work Product” means any tangible or intangible results or deliverables that Provider agrees to create for, or actually delivers to, Buyer as a result of performing the Provider Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
2. DIGITAL SIGNATURE
By registering for a USTECHLAND account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Terms of Service, and any amendments.
3. USTECHLAND ACCOUNTS
3.1 ACCOUNT ELIGIBILITYTo use the Site and certain Site Services, you must register for an Account. USTECHLAND offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee of a registered Corporate Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Provider Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. USTECHLAND reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in USTECHLAND’s sole discretion.
You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
3.2 ACCOUNT REGISTRATION; PROFILEBy registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users. If you are a Provider, unless you use the Site solely as an employee of a Corporate Account, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. 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 and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Buyer Account and one Provider Account without express written permission from us (except that you may register for a Corporate Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3.3 IDENTITY VERIFICATIONWhen 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 and your ability to represent your business on USTECHLAND, if it is a separate legal entity. You authorize USTECHLAND, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
3.4 CORPORATE ACCOUNTSYou may create an account through which Corporate Providers may act on your behalf in the roles you assign for your account (a “Corporate Account”). A User creates a Corporate Account on behalf of a business (the “Corporate User”), which may be the Provider as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Provider that registered the Corporate Account may also grant certain account administration privileges for the Corporate Account to one or more Corporate Providers (each, an “Corporate Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Corporate Account and the Corporate Account Administrators can add or remove Corporate Providers to or from the Corporate Account.
Each Corporate User must have an Account and a Profile. You understand and agree that the Corporate User may determine the Profile visibility and hourly rate of any of its Corporate Providers, and you authorize the Corporate User to do so by becoming a Corporate Provider. Each Corporate Provider must be a User and must be a real person or legally recognized entity. Each Corporate Provider’s Account Profile must contain the Corporate Provider’s real name, and Corporate Providers must comply with all Terms of Service. Corporate Providers’ identities will be subject to verification. If any of your Corporate Providers violate the Terms of Service, it may affect your ability to use the Site. Upon closure of an Corporate Account, USTECHLAND may close any or all related Accounts.
You agree to grant access to the Corporate Account, including with respect to any Corporate Providers, only to Users authorized to act on your behalf and only in accordance with the Terms of Service. Additionally, you agree to be fully responsible and liable for any action of any Corporate Provider and any other User who uses the Corporate Account, including Corporate Account Administrators.
Each Corporate Provider is either an employee or an independent contractor of the Corporate User, as determined by the Corporate User. The Corporate User acknowledges and agrees that it assumes all liability for the classification of its Corporate Providers as employees or independent contractors. The Corporate User further acknowledges and agrees that the Corporate User is responsible for paying its Corporate Providers. Corporate Providers acknowledge and agree that their Corporate User is solely responsible for paying them for work on behalf of the Corporate User and that such payments will not be made through the Site.
Your Corporate Account (including feedback) and username are transferable only upon USTECHLAND’s approval, at USTECHLAND’s sole discretion.
You understand and agree that Corporate Providers’ Profiles may display work history that includes work done under the Corporate User, including after the Corporate Provider is no longer a Corporate Provider.
3.5 USERNAMES AND PASSWORDSWhen you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Corporate Account Administrator will also be asked to choose the initial username and password for any Corporate Account that is added to the Account (and can change the password for the Corporate Account at any time).
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Corporate Account username and password. You authorize USTECHLAND to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Corporate Account or any unauthorized access to your password or the password of any User of your Account (or any related Corporate Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Corporate Account at any time.
3.6 MARKETPLACE FEEDBACKYou acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that USTECHLAND 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, if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that USTECHLAND will make feedback results available to other marketplace Users, including composite or compiled feedback. USTECHLAND provides this feedback system as a means through which Users can share their opinions publicly and USTECHLAND does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback relate only to the business advertised in the Provider Profile and not to any individual person.
USTECHLAND does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that USTECHLAND do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. USTECHLAND 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, USTECHLAND reserves the right (but is under no obligation) to remove posted feedback or information that, in USTECHLAND’s sole judgement, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify USTECHLAND of any error or inaccurate statement in your feedback results, and that if you do not do so, USTECHLAND may rely on the accuracy of such information.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a job management website to connect freelancers with potential job opportunities. Subject to the Terms of Service, USTECHLAND provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Provider Services, a Service Contract is formed directly between such Users. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
4.1 deposit accountUSTECHLAND provides deposit account services to Users to deliver, hold, or receive payment for an Engagement, and to pay transaction fees to USTECHLAND (“Services”). The Deposit Account Services are intended for business use, so you agree to use the Services only for business purposes and not for consumer, personal, family, or household purposes.
Depending on your needs and the applicable Instructions, USTECHLAND will establish and maintain one of two different types of Deposit Account Service, subject to the applicable Agreement:
(a) Buyer Deposit. After entering into a Service Contract, the first time a Buyer makes a payment for an Engagement, USTECHLAND will establish and maintain a “Buyer Deposit” to hold funds for the Buyer to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to USTECHLAND for payment processing and transaction fees.
(b) Provider Deposit. After entering into a Service Contract, the first time a Provider uses the Site to receive payment for an Engagement, USTECHLAND will establish and maintain a “Provider Deposit” for the Provider to receive payments for Engagements, pay transaction fees to USTECHLAND, and issue refunds to Buyers.
You hereby authorize and instruct USTECHLAND to act as agent in connection with the payment, holding, and receipt of funds for each Engagement in accordance with the Terms of Service.
You further hereby authorize USTECHLAND’s service provider, Dwolla, Inc. to originate credit transfers to your designated financial institution account.
5. CONTRACTUAL RELATIONSHIP BETWEEN BUYER AND PROVIDER
You acknowledge and agree that a Service Contract is comprised of: (a) the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand USTECHLAND’s obligations or restrict USTECHLAND’s rights under the Terms of Service; (b) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand USTECHLAND’s obligations or restrict USTECHLAND’s rights under the Terms of Service; and (c) any other contractual provisions accepted by both the Buyer and the Provider, to the extent that the provisions do not, and do not purport to, expand USTECHLAND’s obligations or restrict USTECHLAND’s rights under the Terms of Service. You acknowledge and agree that USTECHLAND is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between USTECHLAND and any Provider.
6. PAYMENT TERMS
6.1 transaction FEEThe fees to use the Site and Site Services (the “Transaction Fee”) are paid either by the Provider or the Buyer. The User responsible for paying the Transaction Fee is determined by the terms of the Service Contract between the Buyer and the Provider. If the obligation to pay the Transaction Fee is on the Buyer, USTECHLAND will deduct an amount equal to the Transaction Fee from the Deposit Account of the Buyer in addition to the amount due to the Provider under the Service Contract and place the combined amount on hold. If the obligation to pay the Transaction Fee is on the, USTECHLAND will deduct the Transaction Fee from the amount payable to the Provider when the Provider is paid.
6.2 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTSUSTECHLAND does not introduce Buyers to Providers and does not help Providers secure Engagements. USTECHLAND merely makes the Site Services available to enable Providers to do so themselves. Therefore, USTECHLAND does not charge a fee when a Provider finds a suitable Buyer or finds an Engagement. However, a Buyer and a Provider are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, USTECHLAND does not charge any fee or dues for posting public feedback and composite or compiled feedback.
6.3 DISBURSEMENTS TO PROVIDERSUnder the relevant Instructions, USTECHLAND disburses funds that are payable to a Provider for the Engagement (less any applicable USTECHLAND fees) to Providers within 3 days of the Provider choosing to withdraw Deposit Funds via the Site. Provider agrees that it will not receive interest or other earnings on the funds held by USTECHLAND prior to disbursement to Provider.
Notwithstanding any other provision of the Terms of Service or the Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, USTECHLAND may hold the disbursement of the Provider Fees. Additionally, USTECHLAND may also hold the disbursement of the Provider Fees if: (a) we require additional information, such as Provider’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Provider 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 a Service Contract or this Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.
In cases of fraud, abuse, or violation of the Terms of Service, USTECHLAND reserves the right to revoke any payments, hold and reclaim all Provider Fees due to Provider (not just the Provider Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any charge-back from the Payment Method used by you, or used by your Buyer if you are a Provider. Failure to pay for reimbursements of charge-backs is cause for termination of the applicable Deposit Account and revocation of your access to the Site.
6.4 FORMAL INVOICES AND TAXESUSTECHLAND will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Provider Fees. Provider will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Provider Fees and for issuing any invoices so required. Provider will also be solely responsible for determining whether: (a) Provider or USTECHLAND 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 Provider Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or USTECHLAND, as appropriate; and (b) USTECHLAND is required by applicable law to withhold any amount of the Provider Fees and for notifying USTECHLAND of any such requirement and indemnifying USTECHLAND (either by USTECHLAND, at our sole discretion, offsetting the relevant amount against a future payment of Provider Fees to Provider or Provider reimbursing USTECHLAND for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of USTECHLAND, Provider agrees to promptly cooperate with USTECHLAND and provide copies of Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Provider is engaging in an independent business as represented to USTECHLAND.
6.5 PAYMENT METHODSIn order to use certain Site Services, Buyer must provide account information for at least one valid Payment Method.
Buyer hereby authorizes USTECHLAND, to run credit card authorizations on all credit cards provided by Buyer, to store credit card and banking or other financial details as Buyer’s method of payment for Services, and to charge Buyer’s credit card (or any other Payment Method).
By providing Payment Method information through the Site, Buyer represents, warrants, and covenants that: (a) Buyer is legally authorized to provide such information; (b) Buyer is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Buyer’s use of such Payment Method(s) or applicable law. When Buyer authorizes a payment using a Payment Method via the Site, Buyer represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Terms of Service cannot be collected from Buyer’s Payment Method(s), Buyer is solely responsible for paying such amounts by other means.
You acknowledge and agree that a substantial portion of the compensation USTECHLAND receives for making the Site available to you is collected through the Transaction Fee described in Section 6.1. USTECHLAND only receives this Transaction Fee when a Buyer and a Provider 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 must 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 “USTECHLAND Relationship”).
You agree to notify USTECHLAND immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to USTECHLAND by sending an email message to firstname.lastname@example.org.
8. SERVICE CONTRACT TERMS
Unless otherwise expressly agreed to in writing by both Users, the default terms and conditions of the Service Contract that a Provider enters directly with a Buyer when the Provider agrees to provide Provider Services to the Buyer are as set forth in this Section 8. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of USTECHLAND or violate the Terms of Service. USTECHLAND is not a party to any Service Contract by or between Users.
Users agree that the terms concerning the Service Contract described on the Site, including Provider Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.3) or accept such changes by continuing to work on the Service Contract.
8.1 SERVICESProvider will perform the Provider Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Provider Services will be determined and controlled solely by Provider, which is engaged by Buyer as an independent contractor.
8.2 BUYER PAYMENTS AND BILLINGBuyer becomes obligated for Provider Fees once Provider has completed the Engagement to the satisfaction of the Buyer and Buyer has signalled approval on the Site.
8.3 TERMINATION OF A SERVICE CONTRACTUnder Hourly Contracts, either Buyer or Provider has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Provider Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Buyer remains obligated to pay the Provider Fees for any Provider Services provided prior to termination of the Hourly Contract.
8.4 WORKER CLASSIFICATIONBuyer is responsible and assumes all liability for determining whether Providers are independent contractors or employees and engaging them accordingly; USTECHLAND disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Provider does not have authority to enter into written or oral (whether implied or express) contracts on behalf of USTECHLAND. For Service Contracts classified as independent contractor relationships, Buyer may not require an exclusive relationship. A Provider classified as an independent contractor is free at all times to provide Provider Services to persons or businesses other than Buyer, including any competitor of Buyer.
9. RECORDS OF COMPLIANCE
Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to USTECHLAND upon request. Nothing in this subsection requires or will be construed as requiring USTECHLAND to supervise or monitor a User’s compliance with this Terms of Service, or a Service Contract.
10. RELATIONSHIP WITH USTECHLAND
USTECHLAND is not a party to the dealings between Buyer and Provider, including posts, proposals, screening, selection, contracting, and performance of Provider Services. USTECHLAND does not introduce Providers to Buyers or help Providers find Engagements. USTECHLAND merely makes the Site Services available to enable Providers to identify and determine the suitability of Buyers for themselves and to enable Buyers to identify and determine the suitability of Providers for themselves. USTECHLAND does not, in any way, supervise, direct, or control Provider or Provider’s work. USTECHLAND does not set Provider’s work hours, work schedules, or location of work, nor is USTECHLAND involved in determining if the Provider Fees will be set at an hourly or fixed rate for a Service Contract. USTECHLAND will not provide Provider with training or any equipment, labor, or materials needed for a particular Service Contract. USTECHLAND does not provide the premises at which the Provider will perform the work. USTECHLAND makes no representations about, and does not guarantee the quality, safety, or legality of, the Provider Services; the truth or accuracy of Provider’s listings on the Site; the qualifications, background, or identities of Users; the ability of Providers to deliver the Provider Services; the ability of Buyers to pay for the Provider Services; or that a Buyer or Provider can or will actually complete a transaction.
USTECHLAND does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Buyer or Provider, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Provider’s performance, and Buyer’s acceptance, of Provider Services.
USTECHLAND is not required to and may not verify any feedback or information given to us by Providers or Buyers, nor does USTECHLAND perform background checks on Providers or Buyers.
You hereby acknowledge and agree that USTECHLAND may provide information on the Site about a Provider or Buyer, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on data that Providers or Buyers voluntarily submit to USTECHLAND and does not constitute and will not be construed as an introduction, endorsement, or recommendation by USTECHLAND; USTECHLAND provides such information solely for the convenience of Users.
11. THIRD-PARTY BENEFICIARY
Users appoint USTECHLAND as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, USTECHLAND hereunder. For example, Section 5.1(b) of this Agreement prohibits certain terms in any Service Contract and USTECHLAND is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that USTECHLAND has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and USTECHLAND, except and solely to the extent expressly stated in this Agreement.
12. COMMUNICATIONS FROM YOU TO USTECHLAND
All notices to USTECHLAND or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: 2414 Morris Ave, Union, NJ 07083; or (c) in writing via email to email@example.com. All such notices are deemed effective upon receipt by USTECHLAND. USTECHLAND does not accept service of any legal process by email or mail; all such service should occur by hand delivery on USTECHLAND or its registered agent for service of process.
13. USTECHLAND’S ROLE
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Buyers and/or Providers; (b) USTECHLAND is not a party to any Service Contracts between Buyers and Providers; (c) you are not an employee of USTECHLAND, and USTECHLAND does not, in any way, supervise, direct, or control the Provider or Provider Services; (d) USTECHLAND will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) USTECHLAND has no control over Providers or the Provider Services offered or rendered by Providers; and (f) USTECHLAND makes no representations as to the reliability, capability, or qualifications of any Provider or the quality, security, or legality of any Provider Services, and USTECHLAND disclaims any and all liability relating thereto.
14. LICENSES AND THIRD-PARTY CONTENT
14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTSSubject to and conditioned on compliance with the Terms of Service, USTECHLAND grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Provider Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without USTECHLAND’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without USTECHLAND’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by USTECHLAND. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. USTECHLAND 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. Any USTECHLAND logos and names are trademarks of USTECHLAND and may be 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. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of USTECHLAND’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
14.2 USER CONTENT LICENSEWhen you post User Content on the Site or through the Site Services or provide USTECHLAND with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that USTECHLAND may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant USTECHLAND and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
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 USTECHLAND under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free 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, USTECHLAND does not waive any rights to use similar or related ideas known or developed by USTECHLAND or obtained from sources other than you.
14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWAREYou agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of USTECHLAND and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of USTECHLAND or any third party
14.4 THIRD-PARTY VERIFICATIONThe Site may make available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of USTECHLAND. USTECHLAND 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 USTECHLAND’s authorized employees acting in their official capacities.
14.5 LINKS AND APPLICATIONSThe 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 are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that USTECHLAND is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. 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 via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
14.6 MOBILE AND OTHER DEVICESWhen using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
14.7 SITE UPDATESWe may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. USTECHLAND reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree USTECHLAND will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
15. CONFIDENTIAL INFORMATION
15.1 CONFIDENTIALITYTo the extent a Buyer or Provider 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, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Provider Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Provider); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Provider Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
15.2 RETURNIf and when Confidential Information is no longer needed for the performance of the Provider Services for a Services Contract or at Buyer’s or Provider’s written request (which may be made at any time at Buyer’s or Provider’s sole discretion), the party that received Confidential Information, will, at its expense, 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. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
15.3 PUBLICATIONWithout limiting Section 15.1 (Confidentiality), Buyer, Provider, and USTECHLAND will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Provider Services for a Services Contract.
16. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. USTECHLAND MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USTECHLAND 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 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST USTECHLAND WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
17. LIMITATION OF LIABILITY
USTECHLAND is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL USTECHLAND, ANY AFFILIATES, LICENSORS, OR THIRD-PARTY SERVICE PROVIDERS OF USTECHLAND 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 USTECHLAND, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY USTECHLAND WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS BUYER OR PROVIDER DURING THE THREE-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 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.
In addition to the recognition that USTECHLAND is not a party to any contract between Users, you hereby release USTECHLAND, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Provider Services provided to Buyer by a Provider and requests for refunds based upon disputes.
This release will not apply to a claim that USTECHLAND failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless USTECHLAND, 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: (a) use of the Site and the Site Services by you or your agents, including any payment obligations 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 Provider as an independent contractor; the classification of USTECHLAND as an employer or joint employer of Provider; 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.
20. AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and USTECHLAND 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 support@USTECHLAND.com. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Terms of Service until all such Engagements have closed on the Site; (b) USTECHLAND will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to USTECHLAND for any Site Services and to any Providers for any Provider Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or USTECHLAND 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. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting USTECHLAND’s other rights or remedies, we may temporarily suspend, indefinitely suspend, 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 other parts 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 USTECHLAND or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without USTECHLAND’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.
Without limiting USTECHLAND’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed USTECHLAND or our Affiliates under the Terms of Service, you must pay USTECHLAND, and you authorize USTECHLAND or its Affiliate to charge you, for all fees owed to USTECHLAND and our Affiliates and reimburse USTECHLAND for all losses and costs (including any and all time of USTECHLAND’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, USTECHLAND will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which USTECHLAND will have no liability whatsoever.
20.1 ENFORCEMENT OF AGREEMENTUSTECHLAND has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Terms of Service or violated our rights or those of another party. Without limiting USTECHLAND’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or USTECHLAND.
20.2 CONSEQUENCES OF AGREEMENT TERMINATIONTermination of this Agreement and/or closing of your Account will not relieve Buyer of the requirement to pay for Provider Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Buyer hereby authorizes USTECHLAND to charge.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. 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 USTECHLAND DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, USTECHLAND HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
20.3 SURVIVALAfter this Agreement terminates, the terms of the Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, 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.
21. CANCELLATIONS, REFUNDS, AND DISPUTES
21.1 DISPUTE PROCESS AND SCOPEIf a dispute arises between you and USTECHLAND or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, USTECHLAND, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to the Terms of Service, your relationship with USTECHLAND (including any claimed employment with USTECHLAND or one of its Affiliates or successors), the termination of your relationship with USTECHLAND, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, payments or agreements, any payments or monies you claim are due to you from USTECHLAND or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, 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, 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 USTECHLAND or the termination of that relationship.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Class Action/Jury Trial Waiver.”
21.2 CHOICE OF LAWThe Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
21.3 INFORMAL DISPUTE RESOLUTIONBefore f a Claim, you agree to first notify USTECHLAND of the Claim at 2444 Morris Ave, Union, NJ 07083 or by email to firstname.lastname@example.org, and USTECHLAND agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from USTECHLAND must include pertinent account information, a brief description of the Claim, and USTECHLAND’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and USTECHLAND will have 30 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.
22.1 ENTIRE AGREEMENTThis Terms of Service, sets forth the entire agreement and understanding between you and USTECHLAND 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 USTECHLAND 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 USTECHLAND because of the authorship of any provision of the Terms of Service.
22.2 SIDE AGREEMENTSNotwithstanding subsection 22.1 (Entire Agreement), Buyers and Providers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand USTECHLAND’s obligations or restrict USTECHLAND’s rights under the Terms of Service.
22.3 COMPLIANCEUser will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
22.4 MODIFICATIONSNo modification or amendment to the Terms of Service will be binding upon USTECHLAND unless in a written instrument signed by a duly authorized representative of USTECHLAND. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by USTECHLAND to the Site from time to time.
22.5 NO WAIVERThe failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
22.6 ASSIGNABILITYUser may not assign the Terms of Service, or any of its rights or obligations hereunder, without USTECHLAND’s prior written consent in the form of a written instrument signed by a duly authorized representative of USTECHLAND (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). USTECHLAND may freely assign this 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 will inure to the benefit of the successors and permitted assigns of the parties.
22.7 SEVERABILITYIf and to the extent any provision of the 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.
22.8 FORCE MAJEUREThe parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder 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 time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Terms of Service will terminate, except as provided in Section 20.3.
23. CONTACTING US
If you have questions or need assistance, please contact Customer Support.