The following Terms of Service, is a a legally binding contractual agreement between you ("User", "you," "your") and Circ ’ool Analytics/ Circ ’ool Professions com "we", "us") (hereinafter collectively referred to as the "Terms of Service"). By visiting or using the services available from the domain and sub-domains of www.Circ ’oolprofessionals.com (the "Website"), you agree to be legally bound by these Terms of Service. We reserve the right to revise these Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.
Circ ’ool Professionals is an online marketplace that enables buyers of professional services ("Employers") to search for, enter into and manage transactions with providers of professional services ("Freelancers" and, collectively with Employers, "Registered Users"). The Website contains features that enable Freelancers and Employers to do, among other things, the following:
Employers : Post Jobs, search for Freelancers, communicate with Freelancers, negotiate with Freelancers, award Jobs to Freelancers, manage Jobs, leave feedback for Freelancers, and pay Freelancers.
Freelancers : Create profiles, advertise capabilities, submit Quotes, negotiate with Employers, obtain Job awards, invoice, obtain feedback from Employers, and receive payment from Employers.
We also provide registered users with certain services described in, and subject to, these Terms of Service (as further defined below, the "Services"). We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted in advance on the Website. Capitalized terms used in these Terms of Service have the following meanings:
Account : means the account created by the Website upon registration.
Assumed Payment Liabilities : shall mean that portion of a Freelancer “s total service charges for a Job which Circ ’ool Professionals agrees to assume in consideration of the Service Charges.
Employer “s Acceptance of Services : shall mean: (i) with respect to an Invoice, a transfer of funds by Employer to Circ ’ool Professionals in respect of such Invoice or (ii) with respect to the payment Service, the earlier to occur of the following: (a) Employer and the Freelancer agree as to the rightful recipient of the funds or (b) Employer and Freelancer have concluded the process comprising the Arbitration Service.
Circ ’ool Billing and Payment Services : means, collectively, the Circ ’ool Invoice Service and the Payment service
Service Charges : means, as applicable, the Job, Handling, Withdraw, and Arbitration Service Fees.
Escrow Account : Means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
Escrow Instructions : means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions
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, in each case, under the laws of any state, country, territory or other jurisdiction.
Payment Method : means a valid credit card issued by a bank acceptable to Circ ’ool Professional, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Circ ’ool Analytics may accept from time to time in our sole discretion.
Project : means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
Website : means the world wide web site operated by Circ ’ool Professionals at http://www.Circ ’oolProfessionals.com or any replacement URL. Registration
(A) Eligibility
To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) Abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) Be financially responsible for your use of the Website and the purchase or delivery of services; and (3) Perform your obligations as specified by any Job Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. Circ ’ool Professionals reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
(B) Registration
To become a Registered User and to access Services you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.
(C) Accounts and Profiles
General. Once you have registered with the Website as a Registered User, the Website will create your Account with Circ ’ool Professionals and associate it with an account number. You may create a profile under your Account, in accordance with Section 2(D). Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Circ ’ool Professionals to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the account.
(D) Membership
Circ ’ool Professionals provides Registered Users several different membership options. The availability of these membership options is dependent upon (i) the Registered User “s status as an Employer or a Freelancer (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration.
Employers : All Employers have the free membership benefits.. Note, membership benefits may change at the sole discretion of Circ ’ool Professionals.
Freelancers : Freelancers can choose from different membership optionsas described in the website
Each membership option includes a certain number of "Bids." As described on the Website, a Freelancer uses Bids to submit Quotes for Jobs. If a Freelancer requires additional Bids in a given month, the Freelancer has the option to buy additional Bids as described atthe Circ ’ool Professionals website. We reserve the right to change membership fees, the monthly number of Bids included in the membership options or the price of Bids or institute new fees at any time, at the sole discretion of Circ ’ool Professionals and upon reasonable notice posted in advance on the Website. No refunds of membership fees or Bids already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
(A) Employer and Freelancer
Job Agreement : The engagement, contracting and management of a Job are between an Employer and a Freelancer. Upon acceptance of a Quote, the Employer agrees to purchase, and the Freelancer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the Job Agreement between Employer and Freelancer including the Quote, Job Description, and other terms and conditions as communicated between Employer and Freelancer on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Circ ’ool Professionals (collectively, the "Job Agreement"). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Job Agreement in conflict with these Terms of Service is void. Employer is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Job Agreement in a timely manner. Freelancer is responsible for the performance and quality of the services in accordance with the Job Agreement in a timely manner. Employer and Freelancer each covenants and agrees to act with good faith and fair dealing in performance of the Job Agreement.
Independence : Employer and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Freelancer and Employer or between Circ ’ool Professionals and any Employer or Freelancer.
(B) Registered Users and Circ ’ool Professionals
General : Circ ’ool Professionals is not a party to the dealing, contracting and fulfilment of any Job between an Employer and a Freelancer. Circ ’ool Professionals has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of Job listings, the qualifications, background, or abilities of Registered Users, the ability of Freelancers to perform services, the ability of Employers to pay for services, or that an Employer or Freelancer can or will actually complete a Job. Circ ’ool Professionals is not responsible for and will not control the manner in which a Freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between an Employer and a Freelancer. Circ ’ool Professionals will not provide any Freelancer with any materials or tools to complete any Job. Employers and Freelancers must look solely to the other for enforcement and performance of all the rights and obligations arising from Job Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
Third-Party Beneficiary of Job Agreement : Employer and Freelancer each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Job Agreement. Employer and Freelancer therefore appoint Circ ’ool Professionals as a third-party beneficiary of their Job Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Circ ’ool Professionals by these Terms of Service. Employers and Freelancers further agree that Circ ’ool Professionals has the right to take such actions with respect to the Job Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Circ ’ool Professionals in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
Agency : These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Circ ’ool Professionals, except and solely to the extent expressly stated.
Taxes : Registered Users are responsible for payment and reporting of any taxes. Other than in connection with the 1099 Service, Circ ’ool Professionals is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Circ ’ool Professionals. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Circ ’ool Professionals receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, Circ ’ool Professionals will deem such receipt a breach of this section and will suspend your Account until Circ ’ool Professionals received an Internal Revenue Service Release.
(A) Membership Fee
Freelancers can choose various membership programs to subscribe to different levels of participation on the Website, as detailed on our website
(B) Service Fees
Circ ’ool Professionals deducts one or more of the following fees, as applicable, from payments made by Employers to Freelancers using the Circ ’ool Billing and Payment Services:
Job Fee : Circ ’ool Professionals charges all Freelancers a Job Fee at 7% which is subject to review from time to time.
Employer Payment Handling Fee : When an Employer pays a Freelancer, a Payment Handling Fee (3%) will be added to the invoice total.
Freelancer Transfer Method Fee : If, upon a Freelancer “s request, funds are to be disbursed via a wire transfer, a Freelancer Transfer Method Fee will be charged to the Freelancer. . Transfers made through use of automated clearinghouse, Paypal and debit card methods will incur no such fee.
Dispute Resolution : For disputes arising between Clients and Freelancers, 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 Circ ’ool Professionals will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
(C) We reserve the right to change any fees associated with Circ ’ool Professionals at any time, at the sole discretion of Circ ’ool Professionals. No refunds of fees already paid will be given. If we exercise our right to cancel a membership as provided under these Terms of Service, at any time, we will not refund the membership fee already paid.
(A) Circ ’ool Invoice Service
The Circ ’ool Invoice Service enables Freelancers to issue invoices and enables Employers to make payments for services.
General : When a Freelancer delivers services to the Employer, the Freelancer will complete the electronic invoice form (the "Invoice") and submit it to Circ ’ool Professionals via the Website. A Freelancer must complete and submit an Invoice to Circ ’ool Professionals for each and every payment.
(B) Funds Transfer
General : To receive funds due to you, you must request such funds and indicate your selection of the funds transfer methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if Circ ’ool Professionals determines in its sole discretion that a Registered User has violated the conditions and restrictions of the Website or Terms of Service, Circ ’ool Professionals has the right to refuse to process such request.
Hold on Transfers :Circ ’ool Professionals reserves the right, at its sole discretion, to place a hold on requested transfers if Circ ’ool Professionals suspects monies may be subject to charge back, bank reversal, failure to clear or fraud. Circ ’ool Professionals will release a hold as soon as practical.
(C) Legal Relationship
Circ ’ool Professionals is not your agent with respect to any funds that have been transferred to Circ ’ool Professionals for any Assumed Payment Liabilities.
Each Freelancer must properly discharge and credit Employers for all payments that Circ ’ool Professionals makes to such Freelancer in respect of services provided to such Employers.
Circ ’ool Professionals acts as a payment provider by creating, hosting, maintaining, and providing the Circool billing and Payment Services to you via the Internet. Circ ’ool Professionals does not have any control over the services invoiced or paid for with the Circ ’ool Billing and Payment Services. Additionally, Circ ’ool Professionals does not control whether an Employer or Freelancer will actually complete the underlying transaction. Circ ’ool Professionals is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Freelancer as a result of an awarded Job. Nothing in these Terms of Service will be deemed to constitute Circ ’ool Professionals as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
By using the Circool Billing and Payment Services, you expressly acknowledge that
Circ ’ool Professionals is not acting as a trustee or a fiduciary of Employers or Freelancers and that the Circool Billing and Payment Services are provided to Registered Users administratively;
Circ ’ool PROFESSIONALS IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH Circ ’ool PROFESSIONALS ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
(D) Miscellaneous Payment Terms
Authorized Payments Are Final : Your use of the Circ ’ool Billing and Payment Services constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When an Employer “s Acceptance of Services has occurred, (i) Circ ’ool Professionals shall have no further liability to any party with respect to Payment for such services, (ii) Employer acknowledges that Circ ’ool Professionals has provided a complete service in respect of the payment made by Employer for the Assumed Payment Liability or Invoice, as applicable and (iii) Employer hereby releases Circ ’ool Professionals from any and all liability with respect to such Payment.
Fraudulent Transactions : Erroneous or Duplicate Transactions; Charge Backs. Circ ’ool Professionals reserves the right to seek reimbursement from you, and you will reimburse Circ ’ool Professionals, if Circ ’ool Professionals discovers a fraudulent transaction, erroneous or duplicate transaction, or if Circ ’ool Professionals receives a charge back or reversal from any Employer “s credit card company, bank, or PayPal for any reason. You agree to and acknowledge Circ ’oolProfessionals “ right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Circ ’ool Professionals in an effort to investigate fraud. You agree that Circ ’ool Professionals has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
Currency : The Circool Billing and Payment operate in US Dollars and therefore Circ ’ool Professionals is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Circ ’ool Professionals responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.
Exclusivity and Non-Circumvention : Employers agree to use the Circ ’ool Billing and Payment Services to make all payments to Freelancers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Circ ’oolBilling and Payment Services or any associated fees. As a Freelancer, you agree to use Circ ’ool Billing and Payment Services to receive all payments from Employers identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the Circ ’ool Billing and Payment Services or any associated fees.
Notification : As an Employer, you agree to notify Circ ’ool Professionals immediately if your Freelancer solicits payment from you outside the Website. As a Freelancer, you agree to notify Circ ’ool Professionals immediately if your Employer seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Circ ’oolBilling and Payment Services, please submit a confidential report to Circ ’ool Professionals by
Agreement to Pay : If, for any reason, Circ ’ool Professionals does not receive payment for any amounts that you have authorized to be paid through your use of the Circool Billing and Payment Services, you agree to pay such amount immediately upon demand by Circ ’ool Professionals. You also agree to pay any interest charges, attorneys “ fees and other costs of collection incurred by Circ ’ool Professionals in collecting from you the authorized but unpaid amount. In such case, Circ ’ool Professionals may, at its option, stop processing any further payments made by you and apply any amounts then held by Circ ’ool Professionals on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Circ ’ool Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
(C) Communication
You agree and acknowledge that (i) Circ ’ool Professionals will use the e-mail address corresponding with your Account registered at the time Arbitration is opened to notify and communicate with you with regard the Arbitration and (ii) you are solely responsible for the receipt of any notification or communication sent by Circ ’ool Professionals using the e-mail address corresponding with your Account registered at the time Arbitration is opened.
(D) Acknowledgements
You agree and acknowledge that (i) Circ ’ool Professionals is not providing legal services to you, (ii) Circ ’ool Professionals will not advise you regarding any legal matters and (iii) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Circ ’ool Professionals for any such counsel. You agree to indemnify and hold harmless Circ ’ool Professionals and any of our affiliates against any damages or liability you may suffer as a result of using the Arbitration Service. If you do not agree to use this Arbitration Service under these terms, you should not request Circ ’ool Professionals to assume the Assumed Payment Liabilities.
(A) Circ ’ool Professionals Escrow 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, Circ ’ool Professionals Escrow will establish and maintain one of three different types of Escrow Accounts:
Client Escrow Account After entering into a Service Contract, the first time a Client makes a payment for a Project, Circ ’ool Professionals Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Circ ’ool Professionals .
Freelancer Escrow Account After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Circ ’ool Professionals Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments to Circ ’ool Professionals and issue refunds to Clients.
Fixed-Price Escrow Account When you enter into a Fixed-Price Contract, Circ ’ool Professionals Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
Direct Contract Escrow Account When you enter into a Direct Contract, Circ ’ool Professionals Escrow will establish and maintain a “Direct Contract Escrow Account” to receive, hold, and release payments pursuant to the Direct Contract Escrow Instructions for the Project that is the subject of that Direct Contract.
You hereby authorize and instruct Circ ’ool Professionals Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
(B) Freelancer Appointment Of Circ ’ool Professionals Escrow And Subsidiaries As Agent
If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Circ ’ool Professionals Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Circ ’ool Professionals Escrow is Freelancer “s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer “s Client for all payments and releases that Circ ’ool Professionals Escrow receives on Freelancer “s behalf from or on behalf of such Client.
(C) Title To Funds
Circ ’ool Professionals,Circ ’ool Professionals Escrow and our Affiliates are not banks. Circ ’ool Professionals Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Circ ’ool Professionals and each of our Affiliates. Circ ’ool Professionals Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Circ ’ool Professionals Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
(D) No Interest
You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Circ ’ool Professionals,
(E) Escrow Agent Duties
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
(F) Escrow Agent Right
We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Circ ’ool Professionals Escrow may be merged or converted or with which Circ ’ool Professionals Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Circ ’ool Professionals Escrow may be transferred will succeed to all the rights and obligations of Circ ’ool Professionals Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
Term : Termination and Suspension
These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Circ ’ool Professionals as provided for under the terms of this section.
Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) Circ ’ool Professionals shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) You shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Circ ’ool Professionals for any service and to any Freelancer for any services.
Any termination of an Account will automatically lead to the termination of all related profiles.
Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Circ ’ool Professionals or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the Circ ’ool Billing and Payment Services or otherwise reduce fees owed Circ ’ool Professionals under these Terms of Service, you must pay Circ ’ool Professionals for all fees owed to Circ ’ool Professionals and reimburse Circ ’ool Professionals for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts and proposals.
Privacy And Confidentiality
Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Circ ’ool Professionals Privacy Policy. It is your responsibility to review the Circ ’ool Professionals Privacy Policy, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Website and may be updated from time to time. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.
(A) Circ ’ool Professionals Content
Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Circ ’ool Professionals IP Policy. It is your responsibility to review the Circ ’ool Professionals IP Policy, which is incorporated by reference, and we suggest that you review the IP Policy and print a copy for yourself. The IP Policy is posted on the Website and may be updated from time to time.
(B) Registered User Content
You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, "Multimedia Content"), (b) any posting or listing made in any public message area, through any email feature or through Circ ’ool Professionals “s feedback feature (collectively, "">Non-Multimedia Content") and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies ("Personal Content"). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
You hereby assign to Circ ’ool Professionals your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Circ ’ool Professionals products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
Your information must not : (a) infringe any third party “s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.
We do not endorse any information posted by Registered Users and we are not liable for any such information posted on the Website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the Website which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.
(A) Registered User Representations and Warranties
All Registered Users represent, warrant, and agree:
(B) Warranty Disclaimer
THE SERVICES PROVIDED BY Circ ’ool PROFESSIONALS OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(C) Limitation of Liability
IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE WEBSITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
(D) General Release
If you have a dispute with another Registered User, you release Circ ’ool Professionals (and our 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 such dispute.
(E) Indemnity
You agree to defend, hold harmless and indemnify Circ ’ool Professionals from and against any and all losses, costs, expenses, damages or other liabilities incurred by Circ ’ool Professionals from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Circ ’ool Professionals: (1) in connection with your use of the Services including any payment obligations incurred through use of the Circ ’ool Billing and Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment of fees to any Freelancer; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Freelancer. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
(G) Links
The Website may contain links to third-party web sites not under the control or operation of Circ ’ool Professionals. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
(H) Data
You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on Circ ’ool Professionals “s part to store, backup, retain, or grant access to any information or data for any period.
(A) Compliance with Law
You are responsible for compliance with applicable international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
(B) Modification and Waiver
Circ ’ool Professionals will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Circ ’ool Professionals. No delay or omission by Circ ’ool Professionals in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
(C) Severability
If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
(D) Assignment or Transfer
You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Circ ’ool Professionals, and any attempt to do so will be null and void. Circ ’ool Professionals may assign these Terms of Service in its sole discretion.
(E) Force Majeure
Except for the payment of fees to Circ ’ool Professionals, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour 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 shall be extended by the period of such delay.
(F) Notice
All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.
(F) Headings and Labels.
The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.
(H) Integration.
These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and Circ ’ool Professionals with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.
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