In the course of using the Service, whether as an Oracle Client or Oracle Specialist ("Professional or "Freelancer"), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you ("Personal Information"). Examples of Personal Information include your name, email address, postal address and phone number.
If you use the Service to make or receive payments, we will also collect certain payment information, such as financial account information, and billing address.
The Service is intended for general audience of users 18 years of age and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files.
We and our third-party service providers, including analytics and third-party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with Platforms. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and Platform functionality.
The information we collect also includes the Internet Protocol ("IP") address or other unique device identifier ("Device Identifier") for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third-party service providers with information regarding the physical location of the device used to access the Service.
An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username ("Profile"). The information in your Profile may be visible to all Oraconnect.net Users and the general public subject to the privacy choices you make within your Oraconnect.net Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at admin@Oraconnect.net. firstname.lastname@example.org or by clicking on the Help Me tab on the website to log a support ticket.
You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information, and you must update any changes through your online account. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or if you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so by emailing us at admin@Oraconnect.net. or log a ticket via the Help Me tab on the website. We will use commercially reasonable efforts to honor your request; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted on the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally or for our administrative purposes. It is not always possible to completely remove or delete information from our databases.
Oraconnect.net takes commercially reasonable steps to help protect and secure the information it collects and stores about Oraconnect.net Users. All access to the Platforms is encrypted using industry-standard transport layer security technology (TLS). When you enter sensitive information, we encrypt the transmission of that information using secure socket layer technology (SSL). We also use HTTP strict transport security to add an additional layer of protection for our Oraconnect.net Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your personal data, Oraconnect.net cannot ensure and does not warrant the security of any information you transmit to us.
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Platform (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version", we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
To use certain Platform Services, you must register for an Account. Oraconnect.net offers the Platform Services for your business purposes, and not for personal, household, or consumer use. You must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years of age or older who can form legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Platform or the Platform Services after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account, by using the Platform or Platform Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Platform, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Platform; (b) be financially responsible for your use of the Platform and the purchase and/or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Order that you accept, unless such obligations are prohibited by applicable law or this Agreement. Oraconnect.net reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Platform and Platform Services upon discovery that any information you provided on any form or posted on the Platform is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in Oraconnect.net's sole discretion.
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your skills, or the services your business provides. You must not register for more than one CUSTOMER Account and one CONSULTANT Account without express written permission from us. You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Oraconnect.net, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business when requested.
When you register for an Account, you will be asked to choose a username and password for the Account. Each User will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time). You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. In addition, if you are a User who owns an Agency Account, or if you are an Agency Account Administrator, you agree to safeguard and maintain the confidentiality of all your Agency Account passwords. You authorize Oraconnect.net to assume that any person using the Platform with your username and password or your Agency Account passwords, and the username of any Agency Account added by an Agency Account Administrator (if any) either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account (or any related Agency Account) or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account).
For the benefit of other Users of the marketplace, Oraconnect.net encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Oraconnect.net will make available to other marketplace Users, including composite feedback based on these individual ratings. Oraconnect.net provides its public feedback system as a means through which Users can share their opinions publicly and Oraconnect.net does not monitor or censor these opinions. Oraconnect.net does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Oraconnect.net do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Oraconnect.net is not legally responsible for any feedback or comments posted or made available on the Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Oraconnect.net reserves the right (but is under no obligation) to remove posted feedback or information that in Oraconnect.net's sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.
The Platform is a marketplace where Oracle Customers and Oracle Independent Consultants (Professionals) can identify each other and buy and sell Services online. Subject to the terms of this Agreement, Oraconnect.net provides the Platform Services to Customers and Oracle Independent Consultants, including hosting and maintaining the Platform, enabling the formation of Service Orders, and coordinating disputes related to those Service Orders. If the Oracle Customer and Oracle Independent Consultant agree on terms for Service Order, a Service Order is formed directly between such Oracle Customers (representatives) and Oracle Independent Contractors, subject to the provisions set forth in Section 8 (Contractual Relationship Between Customer and Contractor) When a User enters a Service Orders, the User uses the Platform to engage, communicate, invoice and pay online.ESCROW ACCOUNTS>
Oraconnect.net provides escrow services to Oracle Customer and Oracle Independent Consultants to deliver, hold, or receive payment for a Service Order. The Escrow Services are intended for business use, so you agree to use the Escrow Services for business purposes and not for consumer, personal, family, or household purposes. Depending on your needs and the instructions provided to Oraconnect.net, we will establish and maintain one of two types of Escrows:
You hereby authorize and instruct Oraconnect.net to act as an Escrow Service in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Service Order and other specified purposes (the "Escrow") in accordance with this Agreement and the applicable Escrow Instructions.
You acknowledge and agree that a Service Order is comprised of a Fixed-Price Escrow Instructions and any other contractual provisions accepted by both the Customer and the Consultant, to the extent that the provisions do not, and do not purport to, expand Oraconnect.net's obligations or restrict Oraconnect.net's rights under this Agreement.
You acknowledge and agree that Oraconnect.net is not a party to any Service Order, and that the formation of a Service Order between a Customer and a Consultant will not, under any circumstance, create an employment or other service relationship between Oraconnect.net and the Consultant.
Oraconnect.net positions itself as a networking space between Customers and Consultants, where each could expand their access to another. While we encourage Customer and Consultants to be highly professional and communicate as such, if a dispute does occur as to how a Service Order has been completed, or if the Service Order has not been Customer approved, both Customer or Consultant have the opportunity to dispute the Service Order. Oraconnect.net's arbitrator shall engage to impartially evaluate the requirements and deliver on the Service Order, and make a decision if a Consultant should rework the Service Order, or if Customer requirements on the Service Order has been fulfilled.
THE CUSTOMER CAN SOURCE A CONSULTANT AT ANY TIME, HOWEVER, CUSTOMER HAS TO HAVE SUFFICIENT FUNDS IN ESCROW BEFORE BEING ALLOWED TO AWARD A JOB TO A CONSULTANT (A SERVICE ORDER IS THE VEHICLE OF FORMALLY AWARD THE JOB). CUSTOMERS ARE ASSIGNED CREDIT LIMITS AS TO HOW MUCH NEEDS TO BE IN ESCROW BEFORE THEY CAN SUBMIT A SERVICE ORDER. IF THE CUSTOMER HAS INSUFFICIENT FUNDS, THEN:
AT SERVICE ORDER SUBMISSION, THE CUSTOMER HAS TO RELOAD THEIR ACCOUNTS.
UPON SERVICE ORDER'S APPROVAL, CUSTOMER IS INVOICED THE AMOUNTS DUE, AND HAS TO PAY THE INVOICE WITH PAYMENT TERMS "IMMEDIATE".
THE CUSTOMER SHALL NOT BE ALLOWED TO AWARD MORE THAN ONE SERVICE ORDER IF THE CREDIT LIMIT DOES NOT ALLOW THAT.
When a Customer pays a Consultant, or when funds related to a Service Order are otherwise released to a Consultant from the previously held in Escrow amounts, Oraconnect.net will credit the Consultant Escrow Account and then deduct and disburse to Oraconnect.net a 5% service fee from each of the Customer and Consultant Escrow (total of 10%) that Oraconnect.net earns from and both Customer and Consultant agrees to pay Oraconnect.net for creating, hosting, maintaining, and providing the Platform and Platform Services (the "Service Fee").
Customer and Consultant will subscribe to different levels of privileges on the Platform, by payment of subscription fees as described on Oraconnect.net's website, and as may be revised from time to time upon such notice as may be appropriate, and subject to the Membership Policy. Fees are currently set as per the economic conditions of the country of the client.
Under the relevant Escrow Instructions, Oraconnect.net automatically credits the amounts that are payable to Consultant for the Service Order (less any applicable Oraconnect.net fees) to Consultant account (according to the payment instructions provided to Oraconnect.net). The Consultant Fees are due and payable from Customer.
Consultants submit a withdrawal request to start the disbursement process of his account balance, whether this represent payment for a single or multiple Service Orders. Oraconnect.net shall process the withdrawal request after security period of:
The Consultant's Fees become payable following the expiration of the security period stated above. The security period begins after Customer approves the work submitted by Consultant on the Service Order by clicking on the "Approved" button.
The funds are wire-transferred to the Consultant's Bank account, accurately provided on their membership profile. This security period above shall not include the financial institutions (Sender's and Receiver's) processing time.
The Consultant agrees that it will not receive interest or other earnings on the funds held by Oraconnect.net prior to disbursement.
The Consultant agrees that the funds transferred are discounted to any wire-transfer banking fees applicable both by the Oraconnect.net sending bank, or the Consultant's receiving bank.
Oraconnect.net may, in their sole discretion, deviate from the typical billing cycle. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern. Notwithstanding any other provision of this Agreement or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Platform or this Agreement, Oraconnect.net may hold the disbursement of the Consultant Fees. Additionally, Oraconnect.net may also hold the disbursement of the Consultant Fees if:
(a) we require additional information, such as the Consultant's tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Consultant Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Order, this Agreement, or other Terms of Service; (e) we deem necessary in connection with any investigation; or (f) required by applicable law. In cases of fraud, abuse, or violation of this Agreement, Oraconnect.net reserves the right to revoke any payments unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us if we suspect fraud or criminal activity associated with your payment, withdrawal, or service order; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Customer. You agree that we have the right to obtain such reimbursement by charging your applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Accounts.
If Customer fails to pay the Consultant Fees or any other amounts due under this Agreement, whether by cancelling Customer's pay card, stopping a bank payment, or submitting false proof of bank transfers, initiating an improper chargeback, or any other means, Oraconnect.net may suspend or close Customer Account and revoke Customer access to the Platform, including Customer's authority to use the Platform to process any additional payments or obtain any additional Consultant Services. Without limiting other available remedies, Customer must pay Oraconnect.net upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Oraconnect.net, at our discretion, may set off amounts due against other amounts received from or held by Oraconnect.net for the Customer, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
Customer acknowledges and agrees that Oraconnect.net will charge Customer's Account balances for the Consultant Fees upon Customer's approval of the Consultant's Service. Therefore, and in consideration of the Platform Services and the Escrow Services provided by Oraconnect.net, Customer agrees the charges are non-refundable, except as otherwise required by applicable law. Customer also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for the Client to resolve disputes. To the extent permitted by applicable law, Customer therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Consultant Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Customer initiates a chargeback in violation of this Agreement, Customer agrees that Oraconnect.net may dispute or appeal the chargeback and institute collection action against the Customer.
1. Formal receipts, upon receiving a pre-payment into the Escrow Account; 2. Formal invoices, upon approval of a Service Order completion. The Customer shall be invoiced for the value of the Service Order, plus application Oraconnect.net fees, and if applicable, any dispute fees; Oraconnect.net will have no responsibility for determining, remitting, or withholding any taxes applicable to the Customer Fees for customer outside Canada. However, Oraconnect.net may charge applicable sales tax if both Customer and Consultant do reside in Canada, and the consultant is incorporated, and holds an applicable sales tax account.
Oraconnect.net will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Consultant's Fees. Consultant will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Consultant Fees and for issuing any invoices so required. Consultant will also be solely responsible for determining whether: (a) Consultant or Oraconnect.net 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 Consultant Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Oraconnect.net, as appropriate; and (b) Oraconnect.net is required by applicable law to withhold any amount of the Consultant Fees and for notifying Oraconnect.net of any such requirement and indemnifying Oraconnect.net (either by Oraconnect.net, at our sole discretion, offsetting the relevant amount against a future payment of Consultant Fees to Consultant or Consultant reimbursing Oraconnect.net for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Oraconnect.net, Consultant agrees to promptly cooperate with Oraconnect.net and provide copies of Consultant's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing that the Consultant is engaging in an independent business as represented to Oraconnect.net.
In order to use certain Platform Services, customers must always have sufficient funds in Escrow, or instantly load the Escrow via a valid Payment Method. The Platform makes available: Credit Cards, Bank Transfers or any such methods of payment as Oraconnect.net may accept from time to time in our sole discretion. Customer hereby agrees that their Escrows shall be funded with transferred amounts, discounted by the chosen payment methods fees (This fees is typically up to 3% on credit card payments, and up to 25 USD for a bank transfer, and could be updatable by Oraconnect.net at its discretion)
Customer hereby authorizes Oraconnect.net's payment processing party (Currently PayPal), to run credit card authorizations on all credit cards provided by the Client. Oraconnect.net does not store customer credit card or banking information.
The Consultant authorizes Oraconnect.net to store consultant banking or other financial details as consultant method of payment for Services. Oraconnect.net shall use this information only to the extend required to complete a fund withdrawal request of the Consultant.
The Platform and the Platform Services operate in US Dollars. If Client's Payment Method is denominated in a currency other than US Dollars and requires currency conversion to pay the Escrow or other payments in US Dollars, the Platform shall not display any foreign currency conversion. These foreign currency conversion rates adjust regularly based on market conditions. The customer is responsible with its bank to insure the ?net' transferrable amount, covers their Service Order they intent to engage Consultants on (i.e. after considering the payment method processing fees above).
We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than US Dollars. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
In events when the Customer policy does not allow large funds to be transferred as pre-payment, such Customer will be allowed a credit limit, on discretion of Oraconnect.net. In the rare event when Consultant's Customer happens to be one of these, and the customer does not make payment for legitimate services performed by a Consultant, Oraconnect.net will pay consultant up to the credit limit initially held for the customer. For example, if a Service Order is 1000 USD, and the credit limit of the customer is 20%, Oraconnect.net shall be only liable to pay maximum of 200 USD to the Consultant.
Unless otherwise agreed to in a writing signed by both customer and consultant, the default terms and conditions of the Service Order that a Consultant enters directly with a Customer when the Consultant agrees to provide Consultant Services to the customer are as set forth in this Section 7, Sections 8 through 12, and the other agreements referenced in Section 5.1 (Service Orders). Customer and Consultants may agree between them on any additional or different terms for their Service Orders as long as such terms do not affect the rights or responsibilities of Oraconnect.net nor violate the Terms of Service. Oraconnect.net is not a party to any Service Order by or between Users, except as a third-party beneficiary as described further below.
The Consultant will perform the Consulting Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Consultant Services will be determined and controlled by Service Order description and requirements set forth by the Customer and accepted by the Consultant.
Work under a Consultant's Account must be performed by the Consultant that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members. The Consultant is liable for holding their access secure and only used by them. In the cases when the Consultant deliberately have anyone else access or complete the work, Oraconnect.net will hold the Consultant liable and with take appropriate actions to either suspends its pay for the service performed as a result, or suspend the Consultant's account indefinitely.
Customer shall load their accounts with funds consistent with their agreed credit limits and their need/capacity to award Consultant Service Orders. Once a Service Order is complete by the Consultant and is that Service subsequently approved by the customer, the Customer account is immediately debited, and an Oraconnect.net receivables invoices are issued the customer for that amount.
With respect to disputes arising between Customers and Consultants, you agree to abide by the Dispute Resolution Policy as stated in the Escrow Instructions that apply to your particular Service Order.
Once a Client's Payment Method has been charged to fund the escrow account for the Service, it is non-refundable. A Service Order does not terminate until the Freelancer Services are completed. However, either Customer or Consultant has the right to terminate a Service Order at any time with the consent of the other party. Funds not used on Service Order remain in the Escrow account, and are applicable to any future Service Order or annual Subscription fees payment.
The following capitalized terms have the following meanings:
Consultant shall update Service Order, at start of work, any Background Technology which Consultant proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Consultant discloses no Background Technology, Consultant warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Consultant will separately provide, with each delivery of Work Product to Customer, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Consultant, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Service Order, Consultant agrees that it will not incorporate into Work Product or otherwise deliver to Customer any software code for which the use or distribution of the code will create (or purport to create) obligations for Customer to grant any rights or immunities under Customer intellectual property to a third-party, including without limitation any obligation that the Work Product or Customer software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.License to Background Technology
Upon Consultant's receipt of payment from Customer, Consultant hereby automatically grants to Customer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicenses, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.Customer Materials
Customer grants Consultant a limited, non-exclusive, revocable (at any time, at Customer's sole discretion) right to use the Customer Materials as necessary solely for the performance of the Consultant Services under the applicable Service Order. Customer reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Customer Materials. Upon completion or termination of the Service Order, or upon Customer's written request, Consultant will immediately return all Customer Materials to Customer and further agrees to destroy all copies of Customer Materials and Deliverables (except for Background Technology as permitted by the Service Order) contained in or on Consultant's premises, systems, or any other equipment or location otherwise under Consultant's control. Within ten days of such request from Customer, Consultant agrees to provide written certification to Customer that Consultant has returned or destroyed all Customer Materials and Work Product as provided in this subsectionOwnership of Work Product and Intellectual Property
Upon Consultant's receipt of full payment from Customer, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Customer, and Customer will be deemed to be the author thereof. If Consultant has any Intellectual Property Rights to the Work Product that are not owned by Customer upon Consultant's receipt of payment from Customer, Consultant hereby automatically irrevocably assigns to Customer all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Consultant retains no rights to use, and will not challenge the validity of Customer's ownership in, such Intellectual Property Rights. Consultant hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.License to or Waiver of Other Rights
If Consultant has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Customer by Consultant, Consultant hereby automatically, upon Consultant's receipt of full payment from Customer, unconditionally and irrevocably grants to Customer during the term of such rights, an exclusive, even as to Consultant, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicenses, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Consultant has any rights to such Work Product that cannot be assigned or licensed, Consultant hereby automatically, upon Consultant's receipt of payment from Customer, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Customer or related to Customer's customers, with respect to such rights, and will, at Customer's request and expense, consent to and join in any action to enforce such rights.Assistance
Consultant will assist Customer in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Order, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Customer is unable, after reasonable effort, to secure Consultant's signature on any document needed in connection with the foregoing, Consultant hereby designates and appoints Customer and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Consultant.
Customer and Consultants will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Order, including, without limitation, their respective payment obligations and compliance with tax laws, and (2) provide copies of such records to Oraconnect.net upon request. Nothing in this subsection requires or will be construed as requiring Oraconnect.net to supervise or monitor a User's compliance with this Agreement, the other Terms of Service, or a Service Order.
Oraconnect.net is not a party to the dealings between Customer and Consultant, including posts, proposals, screening selection, contracting, and performance of Consultant Services. Oraconnect.net does not introduce Consultants to Customer or help Consultant find Service jobs. Oraconnect.net merely makes the Platform Services available to enable Consultants to identify and determine the suitability of Customer for themselves and to enable Customer to identify and determine the suitability of Consultants for themselves. Oraconnect.net does not, in any way, supervise, direct, or control Consultant or Consultant's work. Oraconnect.net does not set Consultant work hours, work schedules, or location of work, nor is Oraconnect.net involved in determining if the Consultant Fees will be estimated at the hourly rate or a fixed rate for a Service Job. Oraconnect.net does not provide the premises at which the Consultant will perform the work. Oraconnect.net makes no representations about, and does not guarantee the quality, safety, or legality of, the Consultant Services; the truth or accuracy of Consultant listings on the Platform; the qualifications, background, or identities of Users; the ability of Consultant to deliver the Consulting Services; the ability of Customer to pay for the Consultant Services; or that a Customer or Consultant can or will actually complete a transaction.
Oraconnect.net does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Customer or Consultant, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Consultant's performance, and Customer's acceptance, of the Consultant's Services.Oraconnect.net is not required to and may not verify any feedback or information given to us by Consultant or Clients, nor does Oraconnect.net perform background checks on Consultants or Customers.
You hereby acknowledge and agree that Oraconnect.net may provide information on the Platform about a Consultant or Customer, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Consultant or Customer voluntarily submit to Oraconnect.net and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Oraconnect.net; Oraconnect.net provides such information solely for the convenience of Users.
The Customer and Consultant appoint Oraconnect.net as a third-party beneficiary of their Service Order for purposes of enforcing any obligations owed to, and any benefits conferred on, Oraconnect.net hereunder. The Customer and Consultant further agree that Oraconnect.net has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Orders.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Oraconnect.net, except and solely to the extent expressly stated in this Agreement.
Service Orders by and between Customers and Consultants will be governed by Sections 10 (Service Order Terms),11 (Records of Compliance), 12 (Relationship with Oraconnect.net), 13 (Third-Party Beneficiary), 14 (General - Service Orders), 17 (Confidential Information), 24 (General) and 25 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
The terms and conditions set forth in this Section 14 (General - Service Orders) and any additional or different terms expressly agreed by Customer and/or Consultant will constitute the entire agreement and understanding of Customer and Consultant with respect to each Service Order, will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
You expressly acknowledge, agree, and understand that: (a) the Platform is merely a venue where Users may act as Customers and/or Consultants; (b) Oraconnect.net is not a party to any Service Order between Customer and Consultant; (c) you are not an employee of Oraconnect.net, and Oraconnect.net does not, in any way, supervise, direct, or control the Consultant or Consultant Services; (d) Oraconnect.net will not have any liability or obligations under or related to Service Order or any acts or omissions by you or other Users; (e) Oraconnect.net has no control over Consultant or the Consultant Services offered or rendered by Consultant; and (f) Oraconnect.net makes no representations as to the reliability, capability, or qualifications of any Consultant or the quality, security, or legality of any Consultant's Services, and Oraconnect.net disclaims any and all liability relating thereto.
Subject to and conditioned on compliance with this Agreement, Oraconnect.net grants you a limited license to access and, if you have created an Account, to use the Platform for the purpose of using the Platform Services. You must not access (or attempt to access) the Platform or Platform Services by any means other than the interface provided, and you will not use information from the Platform or Platform Services for any purposes other than the purposes for which it was made available. You agree not to use the Platform or Platform Services for offering any goods or services other than Consultant Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Platform or Platform Services in any way for any public or commercial purpose without Oraconnect.net's prior written consent. You must not use any content of the Platform or Platform Services on any other website or in a networked computer environment for any purpose except your own viewing without Oraconnect.net's prior written consent. You must not frame or link to the Platform or Platform Services except as permitted in writing by Oraconnect.net. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Platform or Platform Services unless expressly permitted by applicable law. You will not access Platform Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Platform Services. Oraconnect.net and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the Platform Services. The Oraconnect.net logos and names are trademarks of Oraconnect.net and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform or Platform Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Oraconnect.net's or any third party's Intellectual Property Rights, whether by estoppel, implication, or otherwise.
When you post User Content on the Platform or through the Platform Services or provide Oraconnect.net with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Oraconnect.net may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The Platform contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission. You will not access the audiovisual content available on the Platform for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Platform's infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Platform) from the Platform, any software code that is part of the Platform, or any services that are offered on the Platform without the prior express written permission of Oraconnect.net and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Platform or any activities conducted on the Platform; (d) bypass any measures we may use to prevent or restrict access to the Platform or any subparts of the Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (g) collect or harvest any personally identifiable information, including Account names, from the Platform; (h) access any content on the Platform through any technology or means other than those provided or authorized by the Platform; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other website, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Platform or the Platform software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Platform or any other software, firmware, hardware, computer system, or network of Oraconnect.net or any third party.
The Platform makes available various services provided by third parties to verify a User's credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Oraconnect.net. Oraconnect.net neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Platform by anyone other than Oraconnect.net's authorized employees acting in their official capacities.
The Platform may contain links to third-party websites. The Platform may also contain applications that allow you to access third-party websites via the Platform. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Oraconnect.net is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Platform does not imply that we endorse the linked Platform or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Platform is on an "as is" and "as available" basis without any warranty for any purpose.
When using our mobile applications, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Platform.
We may from time to time in our sole discretion develop and provide Platform Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Platform Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Oraconnect.net reserves the right, at any time, to modify, suspend, or discontinue Platform Services or any part thereof without notice. You agree Oraconnect.net will not be liable to you or any third party for any modification, suspension, or discontinuance of Platform Services or any part thereof.
To the extent a Customer or Consultant provides Confidential Information to the other, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Consultant Services (including, without limitation, the storage or transmission of Confidential Information on or through the Platform for use by Consultant); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Consultant Services.
If and when Confidential Information is no longer needed for the performance of the Consultant Services for a Services Contract or at Customer's or Consultant's written request (which may be made at any time at Customer's or Consultant's sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party's written request for such certification.
Without limiting Section 15.1 (Confidentiality), Customer, Consultant, and Oraconnect.net will not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Consultant Services for a Services Contract.
You agree not to rely on the Platform, the Platform Services, any information on the Platform or the continuation of the Platform. The Platform and the Platform Services are provided "as is" and on an "as available" basis. Oraconnect.net makes no express representations or warranties with regard to the Platform, the Platform Services, work product, or any activities or items related to this agreement. To the maximum extent permitted by applicable law, Oraconnect.net disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 20 (Term and Termination) states user's sole and exclusive remedy against Oraconnect.net with respect to any defects, non-conformances, or dissatisfaction.
Oraconnect.net is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to
Additionally, in no event will Oraconnect.net, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Oraconnect.net, our affiliates, our licensors, and our third-party service providers to any user for any claim arising out of or in connection with this Agreement will not exceed the lesser of: (a) $2,500; or (b) any fees retained by Oraconnect.net with respect to service orders on which User was involved as Customer or Consultant during the six-month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this agreement, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
In addition to the recognition that Oraconnect.net is not a party to any contract between Customer and Consultant, you hereby release Oraconnect.net, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Consultant Services provided to Customer by a Consultant and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 10.4 (Dispute Resolution). This release will not apply to a claim that Oraconnect.net failed to meet our obligations under this Agreement.
You will indemnify, defend, and hold harmless Oraconnect.net, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Platform and the Platform Services by you or your agents, including any payment obligations incurred through use of the Platform Services; (b) any Service Order entered into by you; (c) failure to comply with this Agreement by you; (d) failure to comply with applicable law by you; (e) negligence, willful misconduct, or fraud by you; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you.
This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Platform and will remain in effect for the duration of your use of the Platform or Platform Services. Unless both you and Oraconnect.net expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to admin@Oraconnect.net. In the event you properly terminate this Agreement, your right to use the Platform is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Platform; (b) Oraconnect.net will continue to perform those Platform Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Oraconnect.net for any Platform Services and to any Consultants for any Consultant Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Order, or Oraconnect.net from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting Oraconnect.net's other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Platform and refuse to provide any or all Platform Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Oraconnect.net or our Affiliates; may be contrary to the interests of the Platform or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Platform under the same Account or a different Account or reregister under a new Account without Oraconnect.net's prior written consent. If you attempt to use the 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 owed by you to the extent permitted by applicable law. Without limiting Oraconnect.net's other rights or remedies, if you engage in actions or activities that circumvent the Platform or otherwise reduce fees owed Oraconnect.net or our Affiliates under this Agreement, you must pay Oraconnect.net for all fees owed to Oraconnect.net and our Affiliates and reimburse Oraconnect.net for all losses and costs (including any and all time of Oraconnect.net's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Platform. If practicable or required by law, Oraconnect.net will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Oraconnect.net will have no liability whatsoever.
Oraconnect.net has the right, but not the obligation, to suspend or revoke your access to the Platform and Platform Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Oraconnect.net's other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Platform or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Oraconnect.net.
Termination of this Agreement and/or closing of your Account will not relieve Customer of the requirement to pay for Consultant Services performed prior to the effective date of the termination or thereafter for any Service Orders executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Customer hereby authorizes Oraconnect.net to charge to its Payment Method pursuant to Section 9 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Oraconnect.net will pay Consultant, in accordance with the provisions of Section 9 (Payment Terms) for open or pending Service Orders executed on or prior to the effective date of the termination.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Platform depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Orders with you. You therefore agree as follows:
If Oraconnect.net decides to suspend or close your account, Oraconnect.net has the right but not the obligation to: (a) notify other users that have entered into service orders with you to inform them of your suspended or closed account status, and (b) provide those users with a summary of the reasons for your account suspension or closure.
After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
For disputes arising between Customers and Consultants, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Order.
If a dispute arises between you and Oraconnect.net or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Oraconnect.net, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Oraconnect.net, the termination of your relationship with Oraconnect.net, or the Platform Services (each, a "Claim") in accordance with this Section.
This Agreement and any Claim will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Consultant located within the United States will be governed by the law of the state in which such Consultant resides.
Before serving a demand for arbitration of a Claim, you agree to first notify Oraconnect.net of the Claim at ATTN: Legal, Oraconnect.net, 210-5800 Ambler Drive, Mississauga, ON - L4W 4J4, Canada or by email to admin@Oraconnect.net. (with the email subject: Legal) and Oraconnect.net agrees to provide to you a notice at your email address on file (in each case, a "Notice") and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Oraconnect.net must include pertinent account information, a brief description of the Claim, and Oraconnect.net's contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Oraconnect.net will have 60 days from the date of the receipt of the Notice to informally resolve the other party's Claim, which, if successful, will avoid the need for further action.
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Oraconnect.net relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Oraconnect.net drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Oraconnect.net because of the authorship of any provision of this Agreement.
Notwithstanding subsection 22.1 (Entire Agreement), Customers and Consultants may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Oraconnect.net's obligations or restrict Oraconnect.net's rights under this Agreement.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties' Intellectual Property Rights
No modification or amendment to this Agreement will be binding upon Oraconnect.net unless in a written instrument signed by a duly authorized representative of Oraconnect.net. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to this Agreement posted by Oraconnect.net to the Platform from time to time.
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 will in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without Oraconnect.net's prior written consent in the form of a written instrument signed by a duly authorized representative of Oraconnect.net (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Oraconnect.net may freely assign this Agreement without User's consent. Any attempted assignment or transfer in violation of this subsection 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 will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement will terminate.
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Platform is controlled and operated from our facilities in Canada. Oraconnect.net makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, Canadian, state, and local laws and regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving Canadian origin products, including services or software.
All notices to Oraconnect.net or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: Legal, Oraconnect.net, 210-5800 Ambler Drive, Mississauga, ON - L4W 4J4, Canada or (c) in writing via email to admin@Oraconnect.net., (with the email subject: Legal). All such notices are deemed effective upon receipt by Oraconnect.net. Oraconnect.net does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Oraconnect.net or its registered agent for service of process.
"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Oraconnect.net.
"Customer" means any authorized User utilizing the Platform to seek and/or obtain Consultant Services from another User. From time to time, Oraconnect.net may act as a Customer, and the terms and conditions of this Agreement applicable to Customers will apply to Oraconnect.net when Oraconnect.net acts in this way.
"Customer Deliverables" means requests, intellectual property, and any other information or materials that a Consultant receives from a Customer to perform Consultant Services.
"Confidential Information" means Customer Deliverables, Consultant Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Order or to perform or assist in performing Consultant Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Consultant or Customer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of another person's Confidential Information.
"Fixed-Price Contract" means a Service Order for which Customer is charged a fixed fee agreed between a Customer and a Consultant, prior to the commencement of a Service Order, for the completion of all Consultant Services contracted by Customer for such Service Order.
"Engagement" means an engagement for Consultant Services that a Consultant provides to a Customer under a Service Order on the Platform.
"Escrow Account" means Customer Escrow Account, Consultant Escrow Account, or Fixed-Price Escrow Account.
"Escrow Instructions" means the Fixed-Price Escrow Instructions, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions, or the Fixed-Price Mobile Escrow Instructions.
"Consultant" means any authorized User utilizing the Platform to advertise and provide Services to Customers.
"Consultant Deliverables" means requests, intellectual property, and any other information or materials that a Customer receives from a Consultant for a particular Service Order.
"Consultant Fees" means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Consultant in the Time Logs, multiplied by the hourly rate set by the Consultant; (b) for a Fixed-Price Contract, the fixed fee agreed between a Customer and a Consultant; and (c) any bonuses or other payments made by a Customer.
"Consultant Services" means all services performed for or delivered to Customers by Consultants.
"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
"Oraconnect.net Team Software" means the online platform accessed using Oraconnect.net's downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
"Payment Method" means a valid credit card issued by a bank acceptable to Oraconnect.net, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Oraconnect.net may accept from time to time in our sole discretion.
"Service Order" means the contractual provisions (service requirements and terms) between a Customer and a Consultant governing the Consultant Services to be performed by a Consultant for Customer for an Engagement.
"Platform Services" means all services that are accessible through the Platform.
"Substantial Change" means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
"Work Product" means any tangible or intangible results or deliverables that Consultant agrees to create for, or actually delivers to, Customer as a result of performing the Consultant Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
"User Content" means any data, feedback, content, text, photographs, /newdesign/images, video, music, or other information that you post to any part of the Platform or provide to Oraconnect.net.
The Oraconnect.net community is made up of independent professionals, agencies and companies from around the globe. To maintain a high-quality workplace for all Oraconnect.net Users, identity information associated with an Oraconnect.net User Account must be real and verifiable.
Great work begins with a great job post. Effective posts are professional, written in English, and accurately describe the services requested.All job posts must adhere to these policies:
Disagreements occasionally arise in every workplace, both online and off. On Oraconnect.net, Customers may dispute work not fulfilling the requirements of any Service Order.
Feedback that is honest and objective contributes to a vibrant and productive marketplace. The best feedback focuses on the facts, while providing helpful information to both the recipient and the community as a whole. We do not monitor, censor, or investigate feedback. However, on very rare occasions, we may delete feedback found to violate our Terms of Service. Attempts to falsify feedback, manipulate, or coerce another user by threatening negative feedback are strictly prohibited, as is any offer to sell or buy services in exchange for positive feedback.
Feedback containing the following types of content may be removed:
The Oraconnect.net community is consisted of independent professionals and companies' representatives from around the globe. To maintain a high-quality workplace for all Oraconnect.net Users, identity information associated with an Oraconnect.net User Account must be real and verifiable:
Successful proposals are complete, accurate, and professional. Applications should be sent only to projects for which a Consultant has the skills and ability to complete successfully.
The following should not be included in an application
Disagreements occasionally arise in every workplace, both online and off. At Oraconnect.net, Customers have the right to dispute any hours worked for hourly contracts. The most common reasons for disputes include:
Please take a minute to familiarize yourself with our official dispute process.
Feedback that is honest and objective contributes to a vibrant and productive marketplace. The best feedback focuses on the facts, while providing helpful information to both the recipient and the community as a whole.
We do not monitor, censor, or investigate feedback. However, on very rare occasions, we may delete feedback found to violate our Terms of Service. Attempts to falsify feedback, manipulate, or coerce another user by threatening negative feedback are strictly prohibited, as is any offer to sell or buy services in exchange for positive feedback. Feedback containing the following types of content may be removed:
The most successful Consultants have an entrepreneurial spirit, a strong work ethic, and consistently deliver great results for their Customers.
Being reliable and responsive is just as important as doing great work. This means responding promptly, meeting deadlines, and delivering on your professional promises. Technically, it requires a consistently working computer, Internet connection, and other technical tools.
As a Consultant, you're responsible for managing your projects, your schedule, and your Customer relationships. Don't overcommit. Set and communicate realistic expectations, meet deadlines, and always do your best work.
If you deliver great work and if you are a pleasure to work with, your Customers will want to work with you again and again.
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