Last Update: May 11, 2014, effective [●]
This LLCbox.com User Agreement (the "Agreement") is a contract between you (the "User") and LLCbox.com Limited, a UK company with its principal place of business at [●]. ("LLCbox.com", "we" or "us"). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.LLCbox.com.com (the "Site") and related software and services. LLCbox.com may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by LLCbox.com. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the LLCbox.com Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein or linked from the URL [www.LLCbox.com.com/info/terms/], as such agreements and policies may be modified by LLCbox.com from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls. Capitalized terms are defined throughout the Agreement and in Section 12. YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE LLCBOX.COM PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE LLCBOX.COM PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
1. THE LLCBOX.COM PLATFORM.
1.1 Purpose of the LLCbox.com Platform.
The LLCbox.com Platform allows Clients and Service providers to identify each other and enable them to buy and sell Services online. Under this Agreement, LLCbox.com provides services to both Clients and Service providers, including curating Clients and Service providers, facilitating the formation of contracts between Clients and Service providers, and managing disputes related to those contracts. Service providers post jobs/services and invite Clients to choose any type of their services. Clients choose the jobs/services. If a Client and Service providers agree on terms, a Service Contract is formed directly between such Client and Service provider subject to the provisions set forth in Section 3 (Service Contract Terms Between Client and Service provider). LLCbox.com pays Service providers in connection with their delivery of services through the LLCbox.com platform. LLCbox.com collects payment from Clients in connection with Client’s receipt of services through the LLCbox.com platform.
The LLCbox.com Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to UK or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified in any UK Government List or otherwise ineligible to receive items subject to UK export control laws and regulations, or other economic sanction rules of any sovereign nation.
2. LLCBOX.COM GENERAL USER POLICIES
2.1 LLCbox.com Fees.
LLCbox.com charges Service providers a fee for the services of connecting them with the Clients that hire them and collecting payment for work as well as for services for creating, hosting, maintaining and providing the Site Services. Typically, this fee is equal to 10% of Client's payments, plus a fee for disbursements. This fee may be varied depending on the jurisdiction of the respective Service provider. If Service provider elects disbursement through a third party, the third party may assess additional fees. If Service provider elects disbursement in foreign currency, LLCbox.com adds a conversion fee of 1.5% to the spot rate quoted by its foreign exchange vendor.
2.2 General User Obligations.
You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services. You agree not to "scrape" or disaggregate data from the Site (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Site, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.
2.3 Identity and Account Security.
LLCbox.com reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize LLCbox.com, 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. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's LLCbox.com account password. User agrees not to disclose this password to anyone (or, in the case of an Agency (as defined below in Section 3), not to disclose this password to anyone who is not a subcontractor of such Agency), and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the LLCbox.com Platform. You must notify LLCbox.com Support immediately if you suspect that your password has been lost or stolen. By using your LLCbox.com User account, you acknowledge and agree the LLCbox.com's account security procedures are commercially reasonable.
2.4 Disbursements to LLCbox.com
LLCbox.com will automatically disburse funds to Service providers according to the payment instructions on file with LLCbox.com no more than one month after funds become payable (or within six months, for amounts less than $100). Funds become payable to Service providers after Clients accept work submitted by a Service provider. Service providers may ask LLCbox.com to expedite payments. LLCbox.com reserves the right to refuse any such request and may assess a processing fee in connection with such a request.
Client shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through Paypal and/or credit cards.
Notwithstanding the provisions set forth above, Users may agree to provide or receive Services outside of the LLCbox.com Platform with Users identified through LLCbox.com. If the Services are rendered more than three (3) years after the Client identifies the Service provider through LLCbox.com, no LLCbox.com Fees or buyout provisions apply. If Services are rendered outside of LLCbox.com less than three (3) years after the Client identifies the Service provider through LLCbox.com, payments for such Services will not be subject to the LLCbox.com Fees, provided that the Client pays LLCbox.com a "Buy-Out" amount in accordance with the procedure set forth below: Prior to contracting outside of LLCbox.com to receive Services from a User identified through the LLCbox.com system, the Client will notify LLCbox.com in writing of its intent to pay the Buy-Out fee in lieu of the LLCbox.com Fees. The Client will provide a good faith estimate of the then anticipated amount to be paid to the Service provider for such Services during the fifty-two week period immediately following the date of such notice.
If Client fails to pay amounts due under this Agreement, Client's LLCbox.com account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse LLCbox.com for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (2.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, LLCbox.com may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
2.9 Dispute Resolution Policy.
It is the Client's responsibility to review the status of the Service Contract on a weekly basis and to file any disputes on a timely basis. Once the dispute period has passed, the charges are accepted by the Client and can no longer be disputed and can only be refunded by the Service provider. 2.10 Enforcement of Agreement and Policies. LLCbox.com has the right, but not the obligation, to suspend or cancel your access to the LLCbox.com Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting LLCbox.com's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the LLCbox.com Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (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, our Users or for LLCbox.com. Once suspended or terminated, you MAY NOT continue to use the LLCbox.com Platform under a different account or reregister under a new account. If you attempt to use the LLCbox.com Platform 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 outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the LLCbox.com Platform, including data, messages, files and other material you keep on LLCbox.com.
3. SERVICE CONTRACT TERMS BETWEEN CLIENT AND SERVICE PROVIDER.
Unless otherwise agreed to in a writing signed by both Client and Service provider, the terms and conditions of the Service Contract are as set forth in Sections
3.12 below ("Standard Terms").
Client and Service provider may not agree to any other terms and conditions that affect the rights or responsibilities of LLCbox.com.
Service provider shall perform Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product.
3.2 Client Payments and Billing.
Client shall pay the agreed-upon amount the approved project to Service provider, and Client will have no obligation of payment to LLCbox.com. Service provider agrees that when a Client pays a Service provider or funds related to the services are otherwise released to a Service provider as required by the applicable Escrow Instructions, EEC credits the Service provider and then deducts a Service Fee that LLCbox.com earns and Service provider agrees to pay LLCbox.com their fees and Service provider will not have any recourse against LLCbox.com if Service provider is not paid by Client. For all payments under Contracts, Client is billed immediately.
3.3 Termination of a Service Contract.
Client may terminate Contract at any time but may not recover any payments already made. The Service provider may terminate a Contract at any time if no payment has been made. If a payment has been made, the Service provider may terminate only with the Client's consent or after the payment has been refunded.
3.4 Client Deliverables.
Client grants Service provider a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Deliverables as necessary for the performance of the Services. Client reserves all other rights and interest. Upon completion or termination of the Service Contract, or upon written request by the Client, Service provider shall immediately return all Client Deliverables to the Client and further agrees to purge all copies of Client Deliverables and Work Product contained in or on Service provider's premises, systems, or any other equipment otherwise under Service provider's control. Within ten (10) days of Client's request, Service provider agrees to provide written certification to the Client that all Client Deliverables have been returned or purged.
3.5 Worker classification.
Client assumes all liability for proper classification of Service providers as independent contractors based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Client and Service provider. Service provider does not have authority to enter into written or oral - whether implied or express - contracts on behalf of Client. Client and Service provider will be 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 Service provider's performance of Services. Client and Service provider agree to indemnify, hold harmless and defend LLCbox.com from any and all claims arising out of or related to their Service Contract, including but not limited to any liabilities arising from a determination by a court, arbitrator, government agency or other body that Service provider was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees).
3.6 Audit Rights
Client and Service provider each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to LLCbox.com upon request. LLCbox.com, or LLCbox.com's advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Service provider's operations and records to confirm compliance. Nothing in this provision should be construed as providing LLCbox.com with the right or obligation to supervise or monitor the actual Services performed by Service provider.
3.7 Third Party Beneficiary
LLCbox.com is hereby named as a third party beneficiary of each Service Contract. 3.8 General. Service Contracts shall be governed by Sections 6 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy. 3.9 Entire Agreement. The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed by Client and Service provider shall constitute the entire agreement and understanding of Client and Service provider with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
4. ACKNOWLEDGMENTS BY USER OF LLCBOX.COM'S ROLE.
4.1 Service Contracts.
User expressly acknowledges, agrees and understands that: (i) the LLCbox.com Platform is merely a venue where Users may act as Clients or Service providers; (ii) LLCbox.com is not a party to any Service Contracts between Clients and Service providers; (iii) LLCbox.com shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (iv) LLCbox.com has no control over Service providers or over the Services promised or rendered by Service providers; and, (v) LLCbox.com makes no representations as to the reliability, capability, or qualifications of any Service provider or the quality, security or legality of any Services, and LLCbox.com disclaims any and all liability relating thereto.
4.2 Proprietary Rights.
LLCbox.com and its licensors reserve all Proprietary Rights in and to the LLCbox.com Platform. User may not use the LLCbox.com Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. LLCbox.com reserves the right to withdraw, expand and otherwise change the LLCbox.com Platform at any time in LLCbox.com's sole discretion. User shall not be entitled to create any "links" to the LLCbox.com Platform, or "frame" or "mirror" any content contained on, or accessible through, the LLCbox.com Platform, on any other server or internet-based device.
4.3 LLCbox.com's Compensation.
All LLCbox.com Fees are non-refundable, whether or not Service Contracts were completed.
5. INVOICES AND PAYMENT METHODS.
5.1 Formal Invoices and Taxes.
LLCbox.com shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Service provider Fees. Instead, Service provider shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Service provider Fees and for issuing any invoices so required. Service provider shall also be solely responsible for: (a) determining whether Service provider or LLCbox.com 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 Service provider Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or LLCbox.com, as appropriate; and (b) determining whether LLCbox.com is required by applicable law to withhold any amount of the Service provider Fees, notifying LLCbox.com of any such requirement and indemnifying LLCbox.com (either by permitting LLCbox.com to offset the relevant amount against a future payment of Service provider Fees or by refunding to LLCbox.com the relevant amount, at LLCbox.com's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. LLCbox.com shall have the right, but not the obligation, to audit and monitor Service provider's compliance with applicable tax laws as required by this Section
in the event of an audit of LLCbox.com, Service provider agrees to promptly cooperate with LLCbox.com and provide copies of Service provider's tax returns, and other documents as may be reasonably requested for purposes of such audit.
5.2 Payment Methods.
Client hereby authorizes LLCbox.com to run credit card and paypal authorizations on all credit cards provided by Client, to store credit card and paypal details as Client's method of payment for Services, and to charge Client's credit card and/or paypal (or any other form of payment authorized by LLCbox.com or mutually agreed to between Client and LLCbox.com).
5.3 Payment Guarantee.
LLCbox.com guarantees payment to Service providers where the Client has a verified payment method, the time represented is captured online using the LLCbox.com Team software, the work performed and captured pertains directly to the Service Contract billed (the "Payment Guarantee"). Determination of whether these criteria have been met is at the sole discretion of LLCbox.com. The Payment Guarantee will not apply to Service providers or Contracts in violation of this Agreement, where Service provider does not meet clear specifications of the Service Contract, where the Service provider is aware of or complicit in another User's violation of this Agreement, or where there is any other involvement in fraudulent activities or abuse of this Payment Guarantee.
6. CONFIDENTIAL INFORMATION.
To the extent a Client or Service provider provides Confidential Information to the other, the recipient shall protect the secrecy of the 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 shall not: (i) disclose Confidential Information to anyone except, in the case of LLCbox.com, to any Client or Service provider engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through LLCbox.com Platform for use by Service provider).
If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Client's or Service provider's written request (which may be made at any time at Client's or Service provider's sole discretion), Client or Service provider (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Service provider, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.
Without limiting Section 6.1 (Confidentiality), Client, Service provider and LLCbox.com shall not publish, or cause to be published, any Confidential Information, except as may be necessary for performance of Services for a Contract. 7. WARRANTY DISCLAIMER. LLCbox.com makes no express representation or warranties with regard to the services, work product, LLCbox.com platform or any activities or items related to this agreement. To the maximum extent permitted by law, LLCbox.com disclaims all express or implied conditions, representations and warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Section 10.2 (Termination) states user’s sole and exclusive remedy against LLCbox.com with respect to any defects, non-conformances or dissatisfaction.
8. LIMITATION OF LIABILITY.
In no event will LLCbox.com be liable for any special, consequential, incidental, exemplary or indirect costs or damages, litigation costs, installation and removal costs, or loss of date, production or profit. The liability of LLCbox.com to any user for any claim arising out of or in connection with this agreement shall not exceed the greater of $ 1,500. These limitations shall apply to any liability, arising from any cause of action whatsoever, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of the essential purpose 9. INDEMNIFICATION.
9.1 Proprietary Rights.
Each User shall indemnify, defend and hold harmless LLCbox.com and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.
9.2 Indemnification by Client.
Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Client's use of Services, any Service Contract entered into between such Client and a Service provider.
9.3 Indemnification by Service provider.
Each Service provider shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Service provider's provision of Services, or (ii) any Service Contract entered into between such Service provider and a Client.
10. TERM AND TERMINATION.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
10.3 Consequences of Termination.
Termination shall not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to Client's credit card or other form of payment pursuant to Section 5.2 (Payment Methods). 10.4 Survival. Sections 4 through 12 of this Agreement shall survive any termination thereof.
11.1 Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
11.2 Side Agreements.
Section 11.1 notwithstanding, Clients and Service providers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand LLCbox.com's obligations or restrict LLCbox.com's rights under this Agreement.
User shall not violate any laws or third party rights on or related to the LLCbox.com Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.
Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the LLCbox.com Platform. Notices hereunder shall be invalid unless made in writing and given (a) by LLCbox.com via email (in each case to the email address that you provide) or (b) a posting on the LLCbox.com Site. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement shall be binding upon LLCbox.com unless in a written instrument signed by a duly authorized representative of LLCbox.com. For the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
11.6 No Waiver.
The 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 shall 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 each party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without LLCbox.com's prior written consent in the form of a written instrument signed by a duly authorized representative of LLCbox.com (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). LLCbox.com may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall 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 shall 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.
11.9 Choice of Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, ("Claims") shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.10 Dispute Resolution;
Arbitration; Personal Jurisdiction and Venue. LLCbox.com and User hereby agree that any Claims shall first be settled through negotiation or according to the Dispute Resolution Policy set forth in Section 2.9 above. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by LLCbox.com. A final judgment will be made by LLCbox.com. In case of enrollment of LLCbox.com as a party to the Claim either party will have the right to demand binding non-appearance based arbitration by the third party under the LCIA Rules. A final judgment will be made by the arbitrator, which must be adhered to by both parties and by LLCbox.com, as applicable. You agree that any Claim you may have against LLCbox.com, if not resolved as set forth above, must be resolved by the English court.
11.11 Prevailing Language.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
12.1 "Service Provider"
means a legally recognized entity with the ability to contract.
means any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract.
means any User utilizing the LLCbox.com Platform to request Services to be performed by a Service provider. From time to time, LLCbox.com may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to LLCbox.com when acting in this way.
12.4 "Client Deliverables"
means instructions, requests, intellectual property and any other information or materials that a Service provider receives from a Client for a particular Service Contract.
12.5 "Confidential Information"
means Client or Service provider Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, 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 Service provider or Client; (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 Confidential Information.
12.6 "Effective Date"
means the date of acceptance of this Agreement.
means a fixed fee agreed between a Client and a Service provider, prior to the commencement of a Contract, for the completion of all Services requested by Client for such Contract.
means a Service Contract for which Client is charged a Fixed-Price.
12.9 "Service provider"
means any company or individual User utilizing the LLCbox.com Platform to offer Services to Clients.
12.10 "Service provider Deliverables"
means instructions, requests, intellectual property and any other information or materials that a Client receives from a Service provider for a particular Service Contract.
12.11 "Service provider Fees"
means: (a) the Fixed-Price; and (b) any bonuses paid or other payments made by a Client for a Service Contract.
12.12 "Indemnified Party"
means LLCbox.com and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.
12.13 "Moral Rights"
means any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights".
12.14 "LLCbox.com Platform"
means the online platform operated by LLCbox.com, including related software and services, that allows Clients and Service providers to identify each other and enable them to buy and sell Services online.
12.15 "LLCbox.com Team"
means the online platform accessed using LLCbox.com's downloaded Team software that enables time tracking, chat and screen shot sharing with other team members.
12.16 "Payment Guarantee"
means the guaranteed payment to Service providers
12.17 "Payment Period"
shall mean the one-week period beginning on Monday at 12:00 AM UTC.
12.18 "Pre-Existing IP"
means pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Service provider or a third party including, without limitation, code written by proprietary software companies or developers in the open source community.
12.19 "Proprietary Rights"
means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
12.20 "Service Contract"
means a particular project or set of ongoing tasks for which a Client has requested Services to be performed by a Service provider and the Service provider has agreed on the LLCbox.com Platform.
means company formation, accounting, audit, bank registration, administrative, marketing, sales, general business services or any other human services.
12.22 "The Site"
means our website located at www.LLCbox.com.
12.23 "Work Product"