AGBs

Last update: 5/3/2016

Welcome to Yeeply!

Thanks for thinking of us for your next project. We know you’re chomping at the bit to get going but before we get started we need to go through a few important points.

1. Accepting the Yeeply Terms & Conditions

This Yeeply User Agreement (the “Agreement”) is a contract between you (the “User”) and Yeeply Mobile S.L., a Spanish incorporated corporation (“Yeeply”, “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 https://www.yeeply.com (the “Site”), our subdomains https://en.yeeply.com, https://fr.yeeply.com, https://pt.yeeply.com, https://it.yeeply.com, https://de.yeeply.com and related software and services (collectively with the Site, the “Yeeply Platform”).

Yeeply may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Yeeply provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.

Your access to and use of the Yeeply Platform is also governed by information, guidelines and policies made available on the Site, including but not limited to the Yeeply Privacy Policy, which can be accessed at Privacy Policy. To the extent that there are any conflicts between the terms and conditions of this Agreement and the Site, the terms and conditions of this Agreement will govern.

YOU UNDERSTAND THAT BY USING THE YEEPLY 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 YEEPLY 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, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

2. The Yeeply Platform

Yeeply has created a marketplace to connect Project Owners and Professionals using the Yeeply Platform. The Yeeply Platform enables both Project Owners and Professionals to buy and sell Services online. Project Owners post projects and invite Professionals to apply. Professionals apply to projects. If a Project Owner accepts a Professionals’ project application, a contract (the “Service Contract”) is formed directly between such Project Owner and Yeeply, and between Yeeply and such Professional, subject to the terms specified in Section 3 (Service Contract Terms Between parties).

Yeeply is not a service company and does not provide services or manage individual Professionals or their work, in any manner.

Yeeply collects payment directly from the Project Owners, as Yeeply is the sole provider for all Project Owners in Yeeply Platform. At the same time, Yeeply is the sole customer for all Professionals in Yeeply Platform. Yeeply doesn’t charge Professionals any fee for the use of the Yeeply Platform and the services it provides, but obtains a profit margin for every closed project (the “Yeeply Margin”). This Margin may vary depending of the project and is equal to X% of Project Owners’ total payments.

Yeeply uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Yeeply Platform. The processing of payments or credits, as applicable, in connection with your use of the Yeeply Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Yeeply is not responsible for any errors by the Payment Processor.

3. Getting started

3.1 Eligibility

The Yeeply 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.

Project Owners and Professionals agree that they are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; or (b) a citizen or resident of, or located in, a country or region that is subject to U.E. country sanctions or embargoes.

3.2 Expectations

Yeeply expects a consistent and high level of courtesy, respect and professionalism from all of its Project Owners and Professionals toward each other. Project Owners and Professionals agree to use good judgment when posting information, comments, or other content regarding other Project Owners and Professionals, Yeeply or any third party anywhere within the Yeeply Platform. Project Owners and Professionals may be held legally responsible for damages suffered by other Project Owners and Professionals, Yeeply or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Yeeply Platform. All Project Owners and Professionals are to comply with all laws applicable to them or to their activities, and with all posted Yeeply Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Yeeply’s discretion, and the currently effective policies will be deemed to be part of this Agreement.

When submitting any content to or otherwise using the Yeeply Platform, you agree not to post or transmit to or from the Yeeply Platform:

1. any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;
2. any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;
3. any falsehoods or misrepresentations that could damage us, our users or any third party;
4. any private information concerning another person, without their permission;
5. anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;
6. anything which solicits a user's password or other account information;
7. anything which harvests user names, addresses, or email addresses for any purpose; and
8. any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.

You will not access (or attempt to access) the Yeeply Platform by any means other than the interface provided, and you will not use information from the Yeeply Platform 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 Yeeply Platform. 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 do further hereby agree to use the Yeeply Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Yeeply Platform:

1. attempt to access or search the Yeeply Platform or download content from the Yeeply Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
2. access, tamper with, or use non-public areas of the Yeeply Platform, our computer systems, or the technical delivery systems of our providers;
3. gather and use information, such as other users’ names, real names, email addresses, available through the Yeeply Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation;
4. use the Yeeply Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement;
5. violate any applicable law or regulation; or
6. advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.

Yeeply is not legally responsible for any remarks, information or other content posted or made available on the Yeeply Platform by any Project Owner or Professional or third party, even if such information or content is defamatory or otherwise legally actionable. Yeeply is not legally responsible for any negative outcome of the relationship between Project Owners and Professionals. Yeeply is not responsible for and does not monitor or censor content for accuracy or reliability. However, Yeeply reserves the right to remove or restrict access to any information or content posted or made available on the Yeeply Platform if ordered to do so by a government authority or if Yeeply considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.

3.3 Identity and Account Security

All identity information associated with a Yeeply Project Owner and Professional account must be real and verifiable. Each Yeeply Project Owner and Professional account must be used by only one person, and each person is allowed to use only one Project Owner and Professional account. Yeeply reserves the right to validate Project Owner and Professional 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 Project Owner and Professional’s identity. You authorize Yeeply, 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 you and your business when requested is a violation of this Agreement.

The Project Owner and Professional is solely responsible for ensuring and maintaining the secrecy and security of the Project Owner and Professional’sYeeply account password. Project Owners and Professionals agree not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Yeeply. You must notify Yeeply Support (support@yeeply.com) immediately if you suspect that your password has been lost or stolen.

By using your Yeeply Project Owner or Professional account, you acknowledge and agree the Yeeply’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your Yeeply Project Owner and Professional account.

4. Working in Yeeply

4.1 Posting a project

All projects posted to Yeeply must be in English, Spanish, French, German, Italian or Portuguese, and not contain any information enabling or requesting contact or payment outside of the Yeeply Platform. Project postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Project postings related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

4.2 Applying to a project

All information provided in a project application must be true, accurate and complete. Yeeply reserves the right (but has no obligation) to verify any and all information provided on a Project Owner or Professional’s profile or project application. By applying to a project, the Project Owner or Professional is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the project posting. Yeeply reserves the right (but Yeeply does not have the obligation) to verify the skill and ability of the Professional.

4.3 Managing Projects

Project Owners agree to respond promptly to communications with and requests for information from the Professional.

Any requests for feedback should be answered within 72 hours of request. If this does not happen to the satisfaction of Yeeply, the project can be put under review by Yeeply. If input on a project part is delayed by more than 7 days from the delivery date, Yeeply has the right, at its sole and absolute discretion, to put the project under review, determine fair compensation, and disperse funds between the parties as it sees fit, without Yeeply incurring any liability whatsoever.

4.4 Working on Projects

The Project Owner is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Project Owner. Professionals agree to respond to all Project Owner communications and requests for information within 24 business hours. If the Professional will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Project Owner at least 1 week prior. After the completion of a Service Contract, the Professional can provide timely, honest and objective feedback on the Project Owner.

5. Billing and Payments

5.1 Fixed-Price Agreements

Projects on Yeeply can be organized only in a Fixed-Price agreement. Payments for Fixed-Price agreements would need to use Yeeply’s payment system to manage payments. Fixed-Price agreements can be modified and extended as long as both the Project Owner and Professional agree.

5.2 Disintermediation

Except pursuant to the Buyout Policy in Section 5.3 below, Project Owners shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Yeeply Platform. Any action that encourages or solicits complete or partial payment outside of the Yeeply Platform is a violation of this Agreement.

Should a Project Owner be found in violation of this section of this Agreement, it may result in a termination of their Yeeply account and the Project Owner shall pay to Yeeply Margin equal to € 5,000.

Project Owners shall immediately notify Yeeply if a Professional requests that Project Owners make a payment directly to it or through any channels other than those provided or specified by Yeeply. Professionals shall not accept any payments relating to a Service Contract (including, without limitation, bonuses) from a Project Owner directly or through any payment channels other than the Yeeply Platform. Professionals shall immediately notify Yeeply if a Project Owner attempts to make a payment to Professional directly or through any payment channels other than those provided or specified by Yeeply.

5.3 Buyout Policy

Notwithstanding the provisions set forth above, Project Owners and Professionals may agree, with Yeeply’s prior written approval, to provide or receive Services outside of the Yeeply Platform with Project Owners and Professionals identified through the Yeeply marketplace, but only on the terms set forth in this Section.

If the Services are rendered more than two (2) years after the Project Owner identifies the Professional through the Yeeply Platform, no Yeeply Margin or buyout provisions apply. If Services are rendered outside of the Yeeply Platform less than two (2) years after the Project Owner identifies the Professional through the Yeeply Platform, payments for such Services will not be subject to the Yeeply Margin, provided that the Project Owner pays Yeeply a “Buy-Out” fee in accordance with the procedure set forth below:

Prior to projecting outside of the Yeeply Platform to receive Services from a Project Owner and Professional identified through the Yeeply Platform, the Project Owner will notify Yeeply in writing of its intent to pay the Buy-Out fee in lieu of paying through the Yeeply Platform.

Together with such notice, the Project Owner will pay or authorize Yeeply to deduct from its account the greater of:

1. twenty percent (20%) of the original project budget that has been approved on Yeeply; or
2. one thousand euros (€ 1,000).

5.4 Payment accounts

Each User understands and agrees that:

1. The transmission of funds in the manner described herein is not a separate and discrete service that Yeeply provides in addition to its Yeeply Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Yeeply Platform services that Yeeply is providing.
2. Yeeply acts as the sole provider for the Project Owner in Yeeply Platform, and collects Project Owner’s payments through Yeeply Platform.
3. Yeeply acts as the sole customer for the Professional in Yeeply Platform, and make payments to Professional through Yeeply Platform.
4. Yeeply holds funds delivered to it in a commingled account at a bank.
5. You agree that you will not receive interest or other earnings on the funds that Yeeply handles as your agent and places in commingled accounts. In consideration for your use of the Yeeply Platform, you irrevocably transfer and assign to Yeeply any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Yeeply any ownership right to the principal of the funds you maintain with Yeeply. In addition to or instead of earning interest on commingled accounts, Yeeply may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.
6. In the event of any dispute regarding the amounts held by Yeeply, Yeeply shall have the right (in addition to all other rights it may have) to deposit all funds held pursuant to this Agreement into the courts of Valencia (Spain).

Additionally, in the event that a Project Owner and Professional cannot agree upon whether a project (including but not limited to a Fixed-Price Project) has been completed, and one of such parties advises Yeeply that there is a dispute in that regard, then Yeeply may determine if the project has been substantially completed and release the funds it holds to either the Project Owner and/or Professional, as it deems appropriate, in its sole and absolute discretion, and without any liability of Yeeply to any party whatsoever. Project Owner and Professional do hereby irrevocably authorize Yeeply to determine whether the project has been completed, and to disburse the amounts it is holding on behalf of Professional and Project Owner as it so determines to the party that it so determines.

5.5 Non-payment

If a Project Owner fails to pay amounts due under this Agreement, whether by cancelling a Project Owner’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Project Owner must reimburse Yeeply for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law.

5.6 Hold on funds

Yeeply reserves the right, in its sole discretion, to place a hold on funds for a Project Owner’s payments to clear or if Yeeply suspects monies may be subject to charge back or if fraud is suspected. Yeeply will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Yeeply payment guarantee shall be revoked and all monies in a Yeeply account may be held and/or reclaimed, not just those from the project(s) under investigation.

5.7 Agencies and Agency Professionals

An “Agency” is an organization seeking to make money on Yeeply by selling the Services of Agency Professionals. An “Agency Professional” is a Professional under agreement to do work on the Yeeply Platform on behalf of an Agency. An Agency must have a manager responsible for the actions of all its Professionals, including its Agency Professionals, administrators in charge of maintaining the Agency’s finances, roster, and profile, and staffing managers in charge of finding and supervising Projects. One Agency Professional may serve in all or multiple roles. Every person who will do work for an Agency must have an individual Professional account and Professional profile associated with that person’s Agency on Yeeply. If an Agency Professional is no longer working for an Agency, the Agency may not use the Professional’s profile in any way. Professionals leaving an Agency must contact the Agency Manager to remove their association. Agencies may not refuse to release an Agency Professional. When leaving the Agency, Agency Professionals keep their profiles. Their histories are meant to reflect work done by them. The Agency’s work will retain the projects of Professionals who have since left the Agency. An Agency that requests the immediate suspension of a Professional must provide the documents and supporting legal authority that prove, to Yeeply’s satisfaction, that the Professional has breached a non-compete agreement or a Yeeply policy.

5.8 Enforcement of User Agreement and Policies

Yeeply has the right, but not the obligation, to suspend or cancel your access to the Yeeply 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 Yeeply’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 Yeeply Platform to you if:

1. you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site;
2. we are unable to verify or authenticate any information you provide to us; or
3. we believe that your actions may cause legal liability for you, our Project Owners and Professionals or for Yeeply.

Once suspended or terminated, you MAY NOT continue to use the Yeeply Platform under a different account or re-register under a new account. If you attempt to use the Yeeply Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment methods 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 Project Owner or Professional account is cancelled, you may no longer have access to any parts of the Yeeply Platform, including data, messages, files and other material you keep on Yeeply. All intellectual property provided by Project Owners for the purposes of completing projects will be returned by Professionals immediately upon termination.

6. Terms for Project Owners and Professionals

Project Owners and Professionals agree that all projects and Service Contracts between any Project Owner and Professional shall:

1. include the terms and conditions provided in Sections 6.1 through 6.10 below (“Standard Terms”);
2. name Yeeply as an express third party beneficiary under the Service Project (but not as a party to that agreement); and
3. make no representations or warranties or enter into any projects on behalf of Yeeply.

Project Owners and Professionals may agree to additional terms in their Service Contract materially different than the Standard Terms; however, nothing in such Service Contract will in any way limit or modify Yeeply’s rights.

6.1 Services

Professionals shall perform services in a professional and workmanlike manner. Under Fixed-Price Projects, Professionals shall deliver the agreed-upon work from the Service Contract.

6.2 Agency

Professionals and Agency agree and acknowledge that an Agency’s employees or project personnel are not employees of Yeeply or employees of Project Owners. Agency is solely responsible for all wages, costs, and expenses of Agency’s employees or project personnel and has the sole and exclusive right to supervise and control them. Neither Project Owners, nor Yeeply, will require Agency’s project personnel to devote full time to performing the projects entered into by Agency as required by this Agreement. Furthermore, both Professionals and Agency acknowledge and agree that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from Yeeply or Project Owners.

6.3 Fees

Project Owners shall pay Professionals the agreed-upon fees for delivery and acceptance of the work in the Service Contract. All amounts paid by a Project Owner shall be paid through the Yeeply Platform to Yeeply as the Professional’s agent, and a Project Owner’s obligation of payment to a Professional is met when payment is made to Yeeply.

6.4 Termination of a Service Contract

Project Owners may terminate at any time but may not recover any payments made to the Professional unless mutually agreeable. The Professional may terminate an agreement at any time if no payment has been made. If a payment has been made on a project, the Professional may terminate only with written agreement from the Project Owner or after the payment has been refunded.

6.5 Project Owner owned items

Project Owners grant Professionals a limited, non-exclusive, revocable (at any time, at Project Owner’s sole discretion) right to use the Project Owner Owned Items as necessary for the performance of the services. Project Owners reserve all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Project Owner Owned Items.

Upon completion or termination of the Service Contract, or upon written request by the Project Owner, Professionals shall immediately return all Project Owner Owned Items to the Project Owner and further agrees to purge all copies of Project Owner Owned Items and work contained in or on Professional’s premises, systems, or any other equipment otherwise under Professional’s control. Professionals agree to provide written certification to the Project Owner certifying the return or purging of Project Owner Owned Items within ten (10) days after the receipt of the Project Owner’s written request to certify.

6.6 Work Product

Any copyrightable works or works for hire prepared by Professional in connection with a project for a Project Owner shall be owned by the Professional until payment has been made by the Project Owner and accepted by the Professional.

To the extent that under applicable law, Proprietary Rights cannot be assigned, Professional hereby irrevocably agrees to grant, and hereby grants, to the Project Owner an exclusive (excluding the Professional), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work in any manner now known or in the future discovered.

To the extent such license grant is not fully valid, effective or enforceable under applicable law, Professional hereby irrevocably agrees to grant, and hereby grants, to the Project Owner, such rights as the Project Owner reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that the Project Owner will be able to acquire, perfect and use such Proprietary Rights, Professional will:

1. transfer possession, ownership, and title to media, models, and other tangible objects containing Work to the Project Owner;
2. sign any documents at the Project Owner’s request to assist the Project Owner in the documentation, perfection and enforcement of its rights; and
3. provide the Project Owner with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Professional also irrevocably authorizes the Project Owner to act and sign on Professional’s behalf and take any necessary steps in order to perfect the Project Owner’s rights under this Agreement.

In the case that under applicable law, Professional retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work or Confidential Information under this Agreement, Professional irrevocably agrees to waive and renounce, and hereby waives and renounces, in favour of the Project Owner, all such rights, or, to the extent Professional cannot waive such rights, Professional agrees not to exercise such rights, until Professional has provided prior written notice to the Project Owner and then only in accordance with any reasonable instructions that the Project Owner issues in the interest of protecting its rights. Professional agrees to assist the Project Owner in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work in any and all countries. Professional will sign all documents that the Project Owner may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Project Owner may select at its sole discretion. Professional’s obligations under this Section 6.6 will continue even after Professional deregisters from or ceases use of the Yeeply Platform. Professional appoints the Project Owner as Professional’s attorney-in-fact to execute documents on Professional’s behalf for the purposes set forth in this Section 6.6.

6.7 Pre-existing Intellectual Property in Work Product

Professional shall ensure that no Work created or delivered by Professional includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by Professional or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Project Owner to the inclusion of such Pre-existing IP in the Work. Professional acknowledges that, without limiting any other remedies, Professional shall not be entitled to payment for, and shall refund any payments made to Professional for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section 6.7.

6.8 Worker classification

Project Owner assumes all liability for proper classification of workers as independent contractor or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between the Project Owner and Professional. Professional does not have authority to enter into written or oral — whether implied or express — projects on behalf of the Project Owner.

Yeeply does not set Professional’s work hours and location of work. Yeeply will not provide Professional with training or any equipment, labor or materials needed for a particular project.

Yeeply will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Project Owner and Professional 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 with respect to Professional’s performance of Services.

For projects classified as independent contractor relationships, the Project Owner may not require an exclusive relationship between the Project Owner and Professional. A Professional classified as independent contractor is free at all times to provide Services to persons or businesses other than the Project Owner, including any competitor of the Project Owner.

Project Owner and Professional agree to indemnify, hold harmless and defend the Indemnified Parties (as hereinafter defined) from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Professional was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Professional was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Yeeply was an employer or joint employer of Professional, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

6.9 Audit Rights

Project Owner and Professional each shall: (i) create and maintain records to document to Yeeply’s 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 Yeeply upon request. Yeeply, or Yeeply’s advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Professional’s operations and records to confirm compliance. Nothing in this provision should be construed as providing Yeeply with the right or obligation to supervise or monitor the actual services performed by the Professional.

The terms and conditions set forth in this Section 6 and any additional or different terms expressly agreed by the Project Owner and Professional shall constitute the entire agreement and understanding of the Project Owner and Professional 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. Notwithstanding the foregoing, the Project Owner and Professional shall always remain subject to the terms of this Agreement.

7. Acknowledgements by Project Owners and Professionals of Yeeply’s role

7.1 Service Contracts

Project Owners and Professionals expressly acknowledge, agree and understand that:

1. the Yeeply Platform is merely a venue where Project Owners and Professionals may cooperate together;
2. Yeeply is the middle party to any Service Contracts between Project Owners and Professionals;
3. Project Owners and Professionals recognize, acknowledge and agree that Project Owners and Professionals are not employees of Yeeply;
4. Yeeply makes no representations as to the reliability, capability, or qualifications of any Professional or the quality, security or legality of any Work, and Yeeply disclaims any and all liability relating thereto.

7.2 Proprietary Rights

Yeeply and its licensors reserve all Proprietary Rights in and to the Yeeply Platform and Yeeply. Project Owners and Professionals may not use the Yeeply Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the Service Contract. Yeeply reserves the right to withdraw, expand and otherwise change the Yeeply Platform at any time in Yeeply’s sole discretion. Project Owners and Professionals shall not be entitled to create any “links” to the Yeeply Platform, or “frame” or “mirror” any content contained on, or accessible through, the Yeeply Platform, on any other server or internet-based device. Yeeply alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Yeeply Platform and Yeeply. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Yeeply Platform and Yeeply, or any Proprietary Rights owned by Yeeply. Yeeply’s name, logo, and the product names associated with Yeeply or the Yeeply Platform are trademarks of Yeeply or third parties, and no right or license is granted to use them.

8 Fees & Payments

8.1 Formal Invoices and Taxes

Yeeply 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 Professional fees. Instead, Professionals shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Professionals fees and for issuing any invoices so required. Professionals shall also be solely responsible for:

1. determining whether Professionals or Yeeply 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 Professional fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Yeeply, as appropriate; and
2. determining whether Yeeply is required by applicable law to withhold any amount of the Professional fees, notifying Yeeply of any such requirement and indemnifying the Indemnified Parties (either by permitting Yeeply to offset the relevant amount against a future payment of Professional fees or by refunding to Yeeply the relevant amount, at Yeeply’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Yeeply shall have the right, but not the obligation, to audit and monitor Professional’s compliance with applicable tax laws as required by this Section.

Further, in the event of an audit of Yeeply, Professional agrees to promptly cooperate with Yeeply and provide copies of Professional’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

8.2 Billing Project Owner

For fixed-price Projects, the Project Owner is billed immediately.

8.3 Payment

Project Owner hereby authorizes Yeeply (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Project Owner, to store credit card details as Project Owner’s method of payment for Work, and to charge the Project Owner’s credit card (or any other form of payment authorized by Yeeply or mutually agreed to between the Project Owner and Yeeply).

9. Confidential Information

9.1 Confidentiality

To the extent a Project Owner or Professional provides Confidential Information to the other and/or to Yeeply, 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:

1. disclose Confidential Information to anyone except, in the case of Yeeply, to any Project Owner or Professional engaged in a project; and
2. use the Confidential Information, except as necessary for the performance of Work for the relevant project (including, without limitation, the storage or transmission of Confidential Information on or through Yeeply Platform for use by Professional).

9.2 Return

If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Project Owner’s or Professional’s written request (which may be made at any time at Project Owner’s or Professional’s sole discretion), the Project Owner or Professional (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 Project Owner or Professional, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 9.2 within ten (10) days after the receipt of disclosing party’s written request to certify.

9.3 Publications

Without limiting Section 9.1 (Confidentiality), the Project Owner, Professional and Yeeply shall not publish, or cause to be published, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant project.

10. Warranty Disclaimer

NOTWITHSTANDING ANYTHING ELSE STATED ON THE YEEPLY PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF YEEPLY’S REPRESENTATIVES, YEEPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, YEEPLY PLATFORM, QUALITY OR CAPACITY OF THE PROJECT OWNER OR PROFESSIONAL, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). YEEPLY DOES NOT REPRESENT OR WARRANT THAT

1. THE USE OF THE YEEPLY PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,
2. THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
4. THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE YEEPLY PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
5. ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR
6. THE YEEPLY PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY YEEPLY. YEEPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YEEPLY’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. YEEPLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

IN NO EVENT SHALL YEEPLY’S AGGREGATE LIABILITY EXCEED THE GREATER OF:

1. CDN € 2,000; AND
2. ANY YEEPLY MARGIN RETAINED BY YEEPLY WITH RESPECT TO PROJECTS ON WHICH PROJET OWNER AND PROFESSIONAL WAS INVOLVED AS PROJECT OWNER OR PROFESSIONAL DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

IN NO EVENT SHALL YEEPLY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). YEEPLY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE YEEPLY PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE PROJECT OWNER OR PROFESSIONAL, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE YEEPLY PLATFORM OR IS REFERRED BY YEEPLY OR THE YEEPLY PLATFORM, EVEN IF YEEPLY HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE YEEPLY PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH PROJECT OWNER OR PROFESSIONAL OR OTHER THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE YEEPLY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE YEEPLY PLATFORM, OR IN ANY WAY RELATED TO THE PROJECT OWNER, PROFESSIONAL OR THIRD PARTIES INTRODUCED TO YOU BY THE YEEPLY PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY PROJECT OWNER AND PROFESSIONAL, AS WELL AS ALL LOSSES RELATING THERETO.

12. Indemnification

12.1 Proprietary Rights

Each Project Owner and Professional shall indemnify, defend and hold harmless Yeeply and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively 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 any claim, judgment, or adjudication that any Work, Services or action or omission by such Project Owner or Professional infringes Proprietary Rights or other rights of any third party.

12.2 Indemnification by Project Owner

Each Project Owner 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:

1. such Project Owner’s use of Services, including without limitation claims by or on behalf of any Professional for Worker’s Compensation or unemployment benefits;
2. any Service Contract entered into between such Project Owner and Yeeply; or
3. any breach of their obligations set forth herein.

12.3 Indemnification by Professional

Each Professional 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:

1. such Professional’s provision of Services,
2. any Service Contract entered into between such Professional and Yeeply; or (iii) any breach of their obligations set forth herein.

12.4 Extended Meaning

Any indemnity in favour of Yeeply, and any release of Yeeply, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.

12.5 Dispute Resolution and Governing Law

This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of Valencia (Spain) without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action in relation to this Agreement will be the City of Valencia and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Yeeply’s Proprietary Rights, Yeeply may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.

12.6 Independent Legal Advice

You acknowledge that Yeeply is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contracts, and that you understand the nature and the consequences of this Agreement and the project agreement.

13. Term and Termination

13.1 Term

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 13.2 below.

13.2 Termination

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.

13.3 Consequences of Termination

Termination shall not relieve Project Owner 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 invoiced to the Project Owner following termination pursuant to Section 8.2 (Billing Project Owner), and charged to the Project Owner’s credit card or other form of payment pursuant to Section 8.3 (Payment). All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement, including, but not limited to, the provisions of Articles 10, 11, and 12 (and any indemnity or release set forth elsewhere in this Agreement).

14. All the Rest

14.1 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.

14.2 Side Agreements

Section 14.1 notwithstanding, Project Owners and Professionals 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.), but which for greater certainty Yeeply will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Yeeply’s obligations or restrict Yeeply’s rights under this Agreement.

14.3 Compliance

Project Owners and Professionals shall not violate any laws or third party rights on or related to the Yeeply Platform. Without limiting the generality of the foregoing, Project Owners and Professionals agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

14.4 Notices: Consent to Electronic Notice

You consent to the use of:

1. electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
2. electronic records to store information related to this Agreement or your use of the Yeeply Platform.

Notices hereunder shall be invalid unless made in writing and given:

1. by Yeeply via email (in each case to the address that you provide),
2. a posting on the Yeeply Site or
3. by you via email to support@yeeply.com or to such other addresses as Yeeply may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

14.5 Modifications

No modification or amendment to this Agreement shall be binding upon Yeeply unless in a written instrument signed by a duly authorized representative of Yeeply. For the purposes of this Section 14.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

14.6 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.

14.7 Assignability

Project Owners and Professionals may not assign this Agreement, or any of its rights or obligations hereunder, without Yeeply’s prior written consent in the form of a written instrument signed by a duly authorized representative of Yeeply (and, for the purposes of this Section 14.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Yeeply 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.

14.8 Severability

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.

14.9 Language

The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English.

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.

That’s it! If you have any questions or comments concerning these Terms you can always contact us at support@yeeply.com