Scope of Agreement
Solvers reserves the right to modify the terms of this Agreement at any time, and will post a notice of such changes. The changes become effective immediately upon posting (the "Effective Date"). If any change to the Agreement is not acceptable to you, you must stop using the Services. Your use of the Services after the Effective Date shall constitute your acceptance of such changes. If we make any new products or services available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.
Solvers has created a marketplace to connect Project Owners and Service Providers using the Platform, which enables Service Providers to ease project management, logistics and the like, including all the self-aid tools provided online. Solvers Platform hereby also includes third party communication tools deployed by Solvers in its provision of Services. The Platform enables both Project Owners and Service Providers procure and provide services online (Services), which can stem from specific design packages standardized by Solvers, or consist of various tasks mutually agreed between Project Owner(s) and Service Provider(s) on an individual basis by applying skills that are concurrent or compatible with the service requirements. If a Project Owner accepts a Service Provider’s project application and makes payment, a contractual relationship is formed directly between the said Project Owner and Service Provider with Solvers as the third-party contract signing witness (the Contract). Solvers collects payment from the Project Owner on behalf of the Service Provider and escrows the payment on the Platform. Service Providers will provide design, planning and deliverables (collectively, "Work(s)") otherwise listed in the Collaboration Agreement for the Project Owner based on the agreed Design Packages and Tasks made upon initiation of the project. Note that the Platform is to facilitate connection and service trade, it is not responsible for providing or representing other service provision(s) outside the defined scope of works set forth in individual projects. Solvers is not liable for a Member’s need to seek contractors.
In the case of additional tasks mutually agreed between Project Owners and Service Providers, which may include offline services at their own discretion and responsibility and may be materially different from the contractual relationship between Project Owner and Service Provider(s); it will not limit or modify Solvers’s rights in any way, nor will it make Solvers liable for any individual decisions, disputes, issues, or complications otherwise outside a Solvers’s standardized design packages. In addition, the Platform is only self-aid tools provided for Members as reference; Solvers is not liable for any issues incurred by implementation or usage otherwise of the said tools.
In the case where the standard Solvers Contract terms are not used at any stage of a said project conducted on the Solvers Platform, Solvers reserves the right to carry out thorough reviews and analysis to the documents as per request of the Members. In any point of a project, Solvers can actively follow up on the project’s progress and resolve conflicts through the Solvers Project Protection system. Note that only activities and agreements recorded in the Solvers Platform are protected by said system. We are not responsible or liable for any damages that may result from third-party or offline agreements which are not explicitly represented by Solvers Contracts and/or approved by the Platform.
Solvers uses a third-party payment processor (the "Payment Processor") to link credit card accounts to the Solvers Platform. The processing of payments or credits, as applicable, in connection with your use of the Solvers Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your respective credit card issuer in addition to this Agreement. Solvers is not responsible for any errors or disputes incurred by the Payment Processor.
Project Owners shall pay Service Providers the agreed-upon fees for delivery and acceptance of the Work as agreed in the Service Contract. All amounts paid by a Project Owner shall be paid through the Solvers Platform to Solvers as the Service Provider’s agent, and a Project Owner’s obligation of payment to a Service Provider is met when payment is made to Solvers.
Each Service Provider must properly discharge and credit its Project Owner for all payments Solvers received and moderated from said Project Owner. Each Member understands and agrees to that of the following:
- The transmission of payments in the manner described herein is not a separate and discrete service that Solvers provides in addition to the Solvers Platform and all relevant Services, Tools and Information. Rather, transmission of payments in an auditable manner is an integral part of the Solvers Platform that Solvers is providing.
- The Solvers payment account is a custodial account administered by Solvers to facilitate disbursement of the Project Owner’s payment to the Service Provider.
- Solvers acts as an agent of the Member and not as a trustee or fiduciary with respect to payments received through the Solvers Platform. The duties of Solvers as an agent shall be entirely administrative and not discretionary save as expressly set forth herein.
- Solvers holds payments delivered to it in a commingled account at a bank, and may include in the titling of that account "Solvers for the benefit of others" or similar words. Solvers will not voluntarily make your payments available to its creditors in the event of bankruptcy.
- You agree that you will not receive interest or other earnings on the payments that Solvers handles as your agent and places in commingled accounts. In consideration for your use of the Solvers Platform, you irrevocably transfer and assign to Solvers any ownership right that you may have in any interest that may accrue on payments held in commingled accounts. This assignment applies only to interest earned on your payments, and nothing in this Agreement grants Solvers any ownership right to the principal of the payments you maintain with Solvers. In addition to or instead of earning interest on commingled accounts, Solvers may receive a reduction in fees or expense charged for banking services by the banks that hold your payments.
- In the event of any dispute regarding the payment amounts held by Solvers, Solvers shall have the right (in addition to all other rights it may have) to deposit all payments held pursuant to this Agreement into the courts of Republic of Ireland.
Additionally, in the event that a Project Owner and Service Provider cannot agree upon whether Work(s) (including but not limited to a Fixed-Price or Hourly charged) has been completed, and one of such parties advises Solvers that there is a dispute in that regard, then Solvers may determine if the project has been substantially completed and release the payments it holds to either the Project Owner and/or Service Provider as deemed appropriate at its sole and absolute discretion and without any liability of Solvers to any party whatsoever. Members do hereby irrevocably authorize Solvers to determine whether any project has been completed, and to disburse the amounts it is holding on behalf of the Project Owner / Service Provider as it so determines to the appropriate parties.
Registered Users Account, Password and Security
In consideration of your use of the Site, you represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the Republic of Ireland or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the relevant portions of the Site (the "Registration Data") and (b) maintain and promptly update your Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Solvers has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Solvers has the right to suspend or terminate your access to the Site and refuse any and all current or future use of the Site, or any portion thereof.
You are solely responsible for maintaining the strict confidentiality of your User IDs and passwords and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your User IDs/passwords, your disclosure of your User IDs/passwords, or your authorization to allow another person to access and use the Services using your User IDs/passwords. You agree to immediately notify us if you become aware of any unauthorized use of your User IDs/passwords or other need to deactivate a User ID/password due to security concerns.
All identity information associated with a Solvers Member account must be real and verifiable. Each Solvers Member account must be used by only one person, and each person is allowed to use only one Member account. Solvers reserves the right to validate Member 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 Member’s identity. You authorize Solvers, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about your identity and your business when requested is a violation of this Agreement.
Ownership and Use of Solvers Intellectual Property
Ownership and Use.
Solvers Intellectual Property, which excludes the User Content you upload, post or otherwise transmit via Interactive Services (the " Solvers Intellectual Property"), is owned by Solvers or licensed to us by our third party partners. Solvers Intellectual Property does include, however, any content developed and/or posted via the Interactive Services that has been created in whole or in part by Solvers. You have no rights in or to such Solvers Intellectual Property and you agree you will not copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any Solvers Intellectual Property, except as specifically permitted under this Agreement.
As a courtesy to our customers and members, we have posted to the Site certain Solvers Content. Unless otherwise specifically set forth on the Site or we give you written permission, you may only access and download the Solvers Content for your personal use, and you agree you will not alter, erase or otherwise obscure our copyright, proprietary or other notices on the Solvers Content. You may not do or allow anyone else to do anything with the Solvers Content which is not specifically permitted under this Agreement. You acknowledge and agree that the Solvers Content is made available for informational and educational purposes only without representation or warranty of any kind and is not a substitute for legal advice or your professional judgment. Your reliance upon Solvers Content obtained by you on or through the Services is solely at your own risk. All rights not expressly granted in this Agreement are reserved to Solvers.
Links to Third Party Sites. As a courtesy to Users, we may provide links to other websites or resources owned and operated by third parties. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or otherwise made available via such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services made available on or through any such site or resource.
Billing and Payments
Members shall make all billing transactions relating to, or in any way connected with, a Contract (including, without limitation, bonuses) exclusively through the Solvers Platform, including request, make, and receive all payments. Any action that encourages or solicits complete or partial payment outside of the Solvers Platform is a violation of this Agreement.
Project Owners shall immediately notify Solvers if a Member requests that Project Owners make a payment directly to it or through any channels other than those provided or specified by Solvers. Members shall not accept any payments relating to a Contract (including, without limitation, bonuses) from a Project Owner directly or through any payment channels other than the Solvers Platform. Members shall immediately notify Solvers if a Project Owner attempts to make a payment to said Members directly or through any payment channels other than those provided or specified by Solvers.
Message Boards, Chat Boards, Blogs, Virtual Communities and Other Interactive Media ("Interactive Services")
In connection with your use of the Services, you may have access to and use of discussion groups, chat rooms, message boards, blogs, virtual communities, wikis and other collaborative websites, and other interactive functionality ("Interactive Services"). If you participate in or use any Interactive Services, you are responsible for User Content you upload, post, link to or otherwise transmit (collectively "transmit") and the consequences thereof. If you choose to transmit any User Content using such Interactive Services, you agree that you own or have a license to post the User Content to the Site and do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the User Content you may transmit using these Interactive Services. Additionally, we do not represent, warrant or guarantee the truthfulness, accuracy, quality, or reliability of any of the User Content posted, displayed, linked to or otherwise transmitted via any Interactive Services. We also do not endorse any opinions expressed in or through any Interactive Services. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.
Although we do not actively monitor, regulate or pre-screen your use of the Services, we reserve the unconditional right (but not the obligation) to remove, move or edit any User Content we consider in our sole discretion to be harmful, offensive, disruptive, in violation of law, regulation or any agreement, including, without limitation, which is or may be in violation of this Agreement. We have no liability or responsibility to you or any other person or entity for performance or nonperformance of such monitoring activities.
Additionally, you agree to:
- not post, email, upload, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- not impersonate any person or entity;
- not post, email, upload, transmit or otherwise make available any content that harms minors in any way;
- not forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;
- not post, email, upload, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- not post, email, upload, transmit or otherwise make available any content that infringes the intellectual property rights of any party;
- not post, email, upload, transmit or otherwise make available any content comprising any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation;
- not post, email, upload, transmit or otherwise make available any content comprising any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- not disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges;
- not interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- not intentionally or unintentionally violate any applicable local, state, national or international law;
- not provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- not "stalk" or otherwise harass any person;
- not collect or store personal data about other users; or,
- Not advertise or solicit anyone to buy or sell products or to make donations of any kind absent prior written approval from Solvers.
- not to make negative or disparaging references to Solvers, its services or its members or otherwise compare Solvers, its services or its members unfavorably to others
License to Solvers
You hereby grant to Solvers a non-exclusive, worldwide, royalty-free, irrevocable perpetual license (with right to sublicense) to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any User Content you submit via the Interactive Services by all means and in any media now known or hereafter developed, solely for the purposes for which such User Content was submitted. Solvers will not use this User Content for any purpose other than the purpose(s) for which it was submitted unless you agree to such use. You retain ownership of User Content you submit and Solvers does not obtain ownership in or to such User Content (or in the case of third-party owned User Content submitted by you with the owner's permission, the third party retains ownership).
Use of Content Posted by Other Users
Copyright in the User Content posted, with the exception of Collaborative Content, shall remain with the User or third party who has posted or consented to posting the User Content on the Site. You have no rights in or to such User Content posted by other Users and you agree you will not copy, reproduce, publish, create derivative works based upon or otherwise retransmit any User Content without the express written permission of the owner of such User Content.
Collaborative Content posted by Users for the purposes of collaboration may be modified, reproduced, distributed, transmitted or otherwise used by other Users and is not subject to the limitations on User Content listed in the paragraph above. Such Collaborative Content shall be considered in the public domain and freely available to be used, distributed or modified by the other Users of the Site. For the purposes of distinguishing User Content from Collaborative Content, any Collaborative Content shall be clearly marked as such and/or shall be submitted via areas of the Site facilitating User collaboration.
Claims of Copyright or Trademark Infringement
Agent to Receive Notices of Claimed Infringement
Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CONTENT ON THE SITE (INCLUDING BUT NOT LIMITED TO ALL SOLVERS INTELLECTUAL PROPERTY, TEXT, MATERIALS, SOFTWARE, FUNCTIONS, SERVICES, AND INFORMATION MADE AVAILABLE HEREIN OR ACCESSED BY MEANS HEREOF) IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL SOLVERS BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE INTERACTIVE SERVICES. SOLVERS DOES NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE SITE, OR ANY SITE LINKED TO THE SITE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE AND ANY INFORMATION ON THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability and Release
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SOLVERS, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SITE AND SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SOLVERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and upon notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
Right To Terminate and/or To Block Access
Solvers reserves the right to terminate, block or restrict your access to or use of the Site for any breach or violation of any term(s) of this Agreement. In such event, we may terminate this Agreement, restrict, suspend or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall immediately cease.
Any relevant terms and conditions, policies and notices shall be governed by and construed in accordance with the laws of Republic of Ireland without giving effect to any principles of conflict of law. You hereby consent to the exclusive jurisdiction of Republic of Ireland in respect of any disputes arising in connection with the website, or any relevant terms and conditions, policies and notices or any matter related to or in connection therewith.
This Agreement is personal to you, and you may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of Solvers.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
Survival of Terms
Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination, including but not limited to the ownership, intellectual property rights and licensing provisions set forth in this Agreement.
Limitation on Actions
You agree that regardless of any applicable law providing for a statute of limitations to the contrary, any claim or cause of action arising out of or related to the use of the Site or Services, or otherwise relating to this Agreement, must be filed within one (1) year after the claim or cause of action arose, or will be forever barred.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement, including any terms/conditions posted by Users via the Interactive Services.