Welcome to WWW.VULPITH.COM. Vulpith is a product of Vulpith E-Services a Private Limited Company registered under Indian company act having its corporate office at Bengaluru.WWW.VULPITH.COM ("Website") is accessible worldwide to anyone with Internet access. The following User Agreement ("Agreement") governs the use of WWW.VULPITH.COM, including unlimited participation in its community and all other areas (except to the extent stated otherwise on a specific page). Your use of and/or registration on any aspect of the Website will constitute your agreement to comply with these Terms & Conditions and act as a legal contract between you and Vulpith E-Services Pvt Ltd, and applies to the services available through www.vulpith.com (collectively the "Services"). If you cannot agree with these rules, please do not use this Website.
Affiliate: means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Vulpith.
Client Deliverables: means requests, Confidential data, and any other information or materials that a Provider receives from a Client for a particular Engagement.
Confidential Information:means Client Deliverables, Provider Deliverables, Work Product, and any other information provided to, or created by, a User for an Engagement, 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 Provider or Client;
(b) subsequent to disclosure here under, 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;
(d) was independently developed by User without use of another person's Confidential Information.
Provider Deliverables: means requests, Confidential data, and any other information or materials that a Client receives from a Provider for a particular Engagement.
Confidential Data 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 Confidential data 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.
Job: means the services that a Provider provides to a Client under an Engagement on the Website.
Vulpith Team Software:means the online platform accessed using Vulpith's downloaded team software that enables time tracking and invoicing, chat, and screen-shot sharing with other Vulpith members.
Payment Method: means a valid credit card issued by a bank acceptable to Vulpith, a bank account linked to your Account, a PayPal account, or such other method of payment as Vulpith may accept from time to time in our sole discretion.
TimeLogs: means the hours recorded for a stated period by a Provider for the Services performed for a Client under an Engagement.
Work Product: means any tangible or intangible results or deliverables that Provider agrees to create for, or actually delivers to, Client as a result of performing the Contractor Services on a particular Engagement, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any Confidential data developed in connection therewith.
User Content: means, in addition to any definition identified herein, any data, feedback, content, text, video, music, or other information that you post to any part of the Website.
Definition of terms Users ? This refers to all the people who visit the website, browse through it, register with it, seek services through it and provide services through it. All such people would be referred to as Users. Wherever the terms YOU or YOUR are used, they mean Users
Vulpith - Unless otherwise stated, "Vulpith", "we", "our", 'owner' or "site" will refer collectively to Vulpith E-Services Pvt Ltd and its affiliates.
Service Provider - "Freelancer" or "Remote Employee" or "Contractor" or "Agency" will be collectively referred to as "Service Provider" Or Provider.
1. Digital signature
By registering for a Vulpith account on the Website you are deemed to have executed this Agreement electronically, effective from the date you register your Account.
2. Consent to use electronic records
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Website, you give us permission to provide these records to you electronically instead of in paper form.
2. 1. Your Consent and Your Right to Withdraw Consent:
By registering for an Account, you consent to electronically receive and access, via email or the Website, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, with sole-discretion, to communicate with you via the India Post Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Website and you will no longer be able to use the services offered by Vulpith. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2. 2. Keeping Your Email Address current with us
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Website or by contacting Vulpith Customer Support.
2. 3. Hardware and Software You Will Need to Use to access the Website
To access and retain the records and notices we provide to you electronically, you will need the following
a valid email address
Any device using which you can access your email and read the attached documents
3. Vulpith accounts
3. 1. Account Eligibility
To use the Platform Services, you must register for an Account. Vulpith offers the Platform for your business purposes, and not for personal, household, or consumer use. To register for an Account, you must be and hereby represent that you are a legal entity or an individual of 18 years or older who can form legally binding contracts. When you register for an Account, you also must agree to the terms of this Agreement.
By registering for an Account, you agree to:
(a) abide by this Agreement and the processes, procedures, and guidelines described on the Website;
(b) be financially responsible for your use of the Website and the purchase and/or delivery of Contractor Services;
(c) perform your obligations as specified by any Engagement that you accept, unless such obligations are prohibited by applicable law or this Agreement. Vulpith reserves the right, with sole discretion, to refuse, suspend, or revoke your access to the Website upon discovery that any information you provided on any form or posted on the Website is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason at all, at Vulpith's sole discretion.
You hereby represent and warrant that you are not:
(i) a citizen or resident of a geographic area in which access or use of the Website is prohibited by applicable law, decree, regulation, treaty, or administrative act;
(ii) a citizen or resident of, or located in, a geographic area that is subject to India or other sovereign country sanctions or embargoes;
3. 2. Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Website 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, your business, or the services your business provides. Solely for purposes of the foregoing sentence, "you" means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.
3. 3. Identity Verification
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 Vulpith, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement, and may result in you no longer being allowed to access the Website even with different names and emails if we found them.
One person should not hold multiple accounts on Vulpith. If there is negative feedback based on your activity and your account is suspended, you are prohibited to create another account with different credentials. Any such accounts will be suspended without any prior notice and any funds held against that account will be transferred to Vulpith as a penalty.
3. 4. User names and Passwords
When you register for an Account, you will be asked to choose a user name and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account user name and password. You authorize Vulpith to assume that any person using the Website with your user name and password 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 unauthorized access to your password or the password of any User of your Account. We recommend that you use a unique password to access the Website, and do not use that password as a password associated with any other online service.
3. 5. Marketplace Feedback
For the benefit of other members of Vulpith, Vulpith encourages you to leave objective balanced feedback about Freelancers or Clients with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments and ratings left by other Freelancers /Agencies or Clients and that Vulpith will make available to other marketplace a composite feedback number based on these individual ratings. Vulpith provides its feedback system as a means through which members can share their opinions publicly and Vulpith does not monitor or censor these opinions. Vulpith does not investigate any remarks posted by members for accuracy or reliability. You hereby acknowledge that you may be held legally responsible for damages suffered by other members or third parties as a result of your remarks if a court finds that your remarks are legally inappropriate. Vulpith is not responsible for any feedback or comments posted or made available on the Website by any member or third parties, even if that information is found to be unlawful or otherwise legally actionable. In order to protect the integrity of the feedback system and protect members from abuse, Vulpith reserves the right (but is under no obligation) to remove posted feedback or information that in member's sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.
4. Purpose of the website
The Website is a marketplace where you can provide your services or source the services of other individuals or businesses who are also users of the Website. You will be required to negotiate and agree up on the terms for the services You Provide or source on the Website (the "Engagement Services"). Upon reaching an agreement for the Engagement Services with a member, you will be required to perform the terms and conditions that you have agreed upon. When you and a member enter an Engagement, You will utilize the Website to communicate and pay online (if you have chosen to).
A member taking services from another member is referred to in this Agreement as a "Client."
A member providing services to another member is referred to in this Agreement as a "Service Provider"(or "Provider") depends on the whether the member is an Individual or an entity and the association chosen by that Individual.
5. Fixed and variable fee engagements
A Client will be required to pay Provider for the Engagement Services that a Provider provides to Client pursuant to an Engagement/Contractor Service (" Provider's Fee(s)").
A Client may pay a Provider based upon a Fixed Fee for the scope of work defined and agreed upon with the Service Provider ("Fixed Fee Engagement").
A Client may also pay a Provider on an hourly fee basis, may make bonus payments to a Provider, or reimburse a Provider for expenses incurred ("Variable Fee Engagement").
5. 1. Engagement
You acknowledge that an Engagement may be comprised of:
(a) Fixed Fee Instructions, as defined herein;
(b) Variable Fee Instructions, as defined herein;
(c) The general terms and conditions of Engagement awarded and accepted on the Website to the extent that the terms do not and do not purport to expand Vulpith's obligations or restrict Vulpith's rights under this Agreement;
(d) Any other terms or conditions accepted by both the Client and the Provider, to the extent that the provisions do not and do not purport to expand Vulpith's obligations or restrict Vulpith's rights under this Agreement. You acknowledge and agree that the formation of an Engagement will not, under any circumstances, create an employment relationship between you and Vulpith. Also, between you and the member with whom you enter into an Engagement unless specified and agreed by you and the member in this engagement.
5. 2. Payment Agreements and Instructions
Fixed Fee Engagements: If a Client and a Provider enter into a Fixed Fee Engagement, then the Client and Provider agree that they will be bound by the instructions agreed upon as part of the Engagement ("Fixed Fee Instructions").
Variable Fee Engagements: If a Client and a Provider choose hourly compensation, and/or if the Client makes bonus or expense reimbursement payments to the Provider, then the Client and Provider agree that they will be bound by the instructions agreed upon as part of the Engagement ("Variable Fee Instructions"). Fixed Fee Instructions and Variable Fee Instructions are collectively referred to as "Instructions.?
6. Payment terms
6. 1. Service Fee
If the Provider and the Client decide to manage their relationship outside Vulpith platform, then there is no share of the professional fee to be paid by either party to Vulpith.
When either Provider or Client agree to use Vulpith's escrow services then the following process will be adopted. Funds related to an Engagement are otherwise released to a Provider as required by the applicable Instructions, Vulpith will credit the Provider's account and then deduct and disburse to Vulpith Ten Percent (10%) of the Provider's Fee (whether a Fixed or Variable Fee Engagement) in consideration of Vulpith's creation, hosting, and maintenance of the Website for Provider's use (the "Service Fee"). If Freelancer/Remote Employee elects disbursement in a currency other than INR, Vulpith will add Vulpith's conversion fee which is near equivalent to the "Service Fee" in INR only. Vulpith will never charge more than service fee in currency conversions.
6. 2. Disbursements to Providers
For Variable Fee Engagements, the Provider's Fee becomes payable to Provider following the expiration of the Dispute Period and the Security Period, unless paid sooner by the Client. For Fixed Fee Engagements, the Provider's Fees become payable to Provider following the expiration of the Security Period. The security period begins after Client accepts work submitted by Provider by clicking the "Make a Payment" button. Typically the security period is between 1 to 10 business days depends on the type and complexity of the engagement.
Not with standing any other provision in this Agreement or the 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 Website or this Agreement, VULPITH may withhold the disbursement of the Provider's Fees. Additionally, VULPITH may also withhold the disbursement of such Fees if:
(a) we require additional information, such as tax information, government-issued identification, address, or date of birth;
(b) we have reason to believe the Provider's Fees may be subject to dispute or charge back;
(c) we suspect fraud;
(d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under an Engagement, this Agreement, or other Terms of Service;
(e) we deem it necessary in connection with any investigation; or (f) we are required to do so by applicable law.
In cases of fraud, abuse, or violation of this Agreement, Vulpith reserves the right to revoke any payments due to the Provider , and you hereby acknowledge that Vulpith will have the right to, withhold and/or reclaim all Provider's Fees due to Provider (not just the Provider's Fees from the Engagement(s) under investigation). 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 Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any charge back from the credit card company, bank, PayPal or other payment method as used by you, or as used by your Client if you are a Provider. You agree that we have the right to obtain such reimbursement by (and Vulpith will have the right to) charging an applicable account, and any other accounts you hold with us, offsetting any amounts determined to be owing to us, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs would lead to termination of the applicable account.
6. 3. Non-payment
If Client fails to pay the Provider's Fee or any other amounts due under this Agreement, whether by canceling Client's credit or debit card, initiating an improper charge back, or any other means, Vulpith may suspend or close Client's Account and revoke Client's access to the Website, including Client's ability to use the Website to process any additional payments or obtain any additional Provider Services. Without limiting other available remedies, Client must pay Vulpith 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, Vulpith, at its discretion, may set off amounts due against other amounts received from or held by Vulpith for Client, 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 and/or prosecution.
6. 4. No Return of Funds/No Refunds
Client acknowledges and agrees that Vulpith will charge Client's designated Payment Method for the Provider's Fees:
(a) for Fixed Fee Engagements, upon Client's acceptance of the Freelancer/Remote Employee / Agency Services, and
(b) for Hourly Rate Contacts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Website provided by Vulpith, Client agrees that once Vulpith charges Client's designated Payment Method for the Provider's Fees as provided in this Agreement, the charge is non-refundable, except when both Client & Provider agree to cancel the project. In case of Project cancellation and both the parties agree, Vulpith will deduct the Service Fee and other govt fees and refund the remaining amount to Client.
In case if Provider doesn't agree for the cancellation of the Project, Client also acknowledges and agrees that Section 8. 3 of this Agreement provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Provider's Fees or other Fees charged pursuant to this Agreement for any reason. A charge back in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a charge back in violation of this Agreement, Client agrees that Vulpith may dispute or appeal the charge back and institute collection action against Client.
6. 5. Formal Invoices and Taxes
Vulpith 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 Provider's Fees. Provider will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Provider's Fees and for issuing any invoices so required. Provider will also be solely responsible for determining:
(a) whether Provider or Vulpith 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 Provider's Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Vulpith, as appropriate; and
(b) whether Vulpith is required by applicable law to withhold any amount of the Provider's Fees and for notifying Vulpith of any such requirement and indemnifying Vulpith (either by Vulpith, at our sole discretion, offsetting the relevant amount against a future payment of Provider's Fees to Provider or Provider reimbursing Vulpith 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 Vulpith, You hereby agree to promptly cooperate with Vulpith and provide copies of your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing you are engaged in an independent business as represented to Vulpith.
6. 6. Payment Methods
In order to use certain Website services, Client must provide account information for at least one valid Payment Method. The Website makes the following methods of payment available: credit cards, debit cards, and PayPal.
Client hereby authorizes Vulpith, its Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card and banking details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by Vulpith or mutually agreed to between Client and Vulpith).
When a Client authorizes the payment of the Provider's Fee for a Fixed Fee Engagement on the Website, Client automatically and irrevocably authorizes and instructs Vulpith to charge Client's Payment Method for the Provider's Fees. When Client approves or is deemed to have approved a Time Log for a Variable Fee Engagement, Client automatically and irrevocably authorizes and instructs Vulpith to charge Client's Payment Method for the Provider's Fees. Vulpith may, in its sole discretion, deviate from the typical billing cycle for Variable Fee Engagements and charge Client for any and all Time Logs at any time.
By providing Payment Method information through the Website, Client represents, warrants, and covenants that:
(a) Client is legally authorized to provide such information to Vulpith;
(b) Client is legally authorized to perform payments using the Payment Method(s); and
(c) Such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Website, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means. 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 Engagement, if we discover erroneous or duplicate transactions, or if we have supplied our services or Add on Services, in accordance with this Agreement yet we receive any charge back from the credit card company, bank, PayPal or other payment method as used by you, or as used by your Client if you are a Provider. You agree that we have the right to obtain such reimbursement by instructing Vulpith charge an applicable 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 credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of the applicable account and other penalties imposed by Vulpith including but not limited to shaming you on this website publicly.
6. 7. US Dollars and Foreign Currency Conversion
The Website and the Provider's Fees are calculated and determined in US Dollars. If Client's Payment Method is denominated in a currency other than US Dollars and requires currency conversion to make payments in US Dollars, the Website may display foreign currency conversion rates. Vulpith or other Affiliates currently make available to convert supported foreign currencies to US Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Website. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to US Dollars at the foreign currency conversion rate displayed on the Website. A list of supported foreign currencies is available on the Website. If foreign currency conversion is required to make a payment in US Dollars and either Vulpith or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Website, Vulpith an Affiliate will charge Client's Payment Method in US Dollars and Client's Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client's Payment Method provider. Client's Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved, which is outside of Vulpith's control. Client's authorization of a payment using a foreign currency conversion rate displayed on the Website is at Client's sole risk. 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 accounts.
6. 8. Limited Payment Protection
In the rare event that a Client does not make payment for legitimate services performed by a Provider, Vulpith will provide limited payment protection to the Provider ("Payment Protection") as a membership benefit to foster fairness, reward loyalty, and encourage the Provider to continue to use the Website for their business needs. This is only applicable in the case of Provider agreeing to use such service during registration. The following conditions apply for availing this facility.
Vulpith only provides Payment Protection to Providers working pursuant to Variable Fee Engagements and only if all of the following criteria are met:
(a) Client has a verified Payment Method,
(b) The time represented is captured online using the "Vulpith Time Tracking Software",
(c) The Provider Services performed and recorded in the Time Log pertain directly to the Engagement, and
(d) Each Time Log is annotated with detailed descriptions of the Provider's Services performed, demonstrating Engagement compliance.
Note: if the Provider claims payment protection more than twice within 12 months, such acct will be scrutinized for any malpractice, and if a misuse is found, the account may be suspended without any reimbursements.
A similar protection is also made available for the Clients, in such an event where a Provider absconds or becomes non-responsive in the middle of the project. Any payment is released only after the client approves the same after verification of the agreed deliverables. The client can announce a new project to get the remaining work completed by other qualified resources.
7. Engagement terms between Client and Provider
Unless otherwise agreed to in writing signed by both Client and Provider, the terms and conditions of the Engagement that a Provider enters directly with a Client when the Provider agrees to provide Services to the Client are as set forth in this Section. Client and Provider may not agree to any other terms and conditions that affect the rights or responsibilities of Vulpith and its Affiliates. Vulpith is not a party to any Engagement between Vulpith members, except as an intended third-party beneficiary as described further below.
7. 1. Services
Provider will perform the agreed Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Provider Services will be determined and controlled by Client.
7. 2. Client Payments and Billing
For Variable Fee Engagements, Client is billed for Providers Fees on a weekly basis. For Fixed Fee Engagements, Client is billed immediately upon accepting an offer.
7. 3. Dispute Resolution
With respect to each Engagement, you agree to abide by the Dispute Resolution Procedures as promulgated by Vulpith.
7. 4. Termination of an Engagement
Under Variable Fee Engagements: Either Client or Provider has the right to terminate the Engagement after providing any required notice, or immediately without notice on or after the end date specified in the Engagement terms and/or upon completion of the Provider's Services. In the event of a material breach of the Engagement, the non-breaching party may terminate the Engagement immediately without notice. Client and Provider may mutual agree to terminate an Engagement at any time. Except as required by law, Client remains obligated to pay the Provider's Fees for any Provider Services provided prior to termination of the Hourly Rate Contract.
Under Fixed Fee Engagements: Once a Client's Payment Method has been charged to fund the Engagement, absent a full refund to Client by Provider, the Engagement does not terminate until the Provider Services are completed. However, Client and Provider may mutually agree to terminate a Fixed Fee Engagement at any time. Furthermore, in the event of a material breach of the Fixed Fee Engagement, the non-breaching party may immediately terminate the Fixed Fee Engagement without notice. If a Fixed Fee Engagement is terminated, Client does not have the right to recover any payments already released to Provider for the Engagement.
7. 5. Confidential Data Rights
Certain Defined Terms
The following capitalized terms have the following meanings for this Section and throughout this Agreement:
"Background Technology" means all Inventions developed by Provider other than in the course of providing Provider Services to Client under the Engagement, and all Inventions that Provider incorporates into Work Product.
"Client Materials" means requests, Confidential data, and any other information or materials that Client provides to Provider in connection with an Engagement.
"Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formula, other copyright-able works, techniques, and all Confidential Data Rights therein.
Provider will disclose in the Engagement any Background Technology which Provider proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Provider discloses no Background Technology, Provider warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Provider will separately provide, with each delivery of Work Product to Client, 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 Provider, 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 Engagement Terms, Provider agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities in Client's Confidential data to a third-party, including without limitation, any obligation that the Work Product or Client 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 Provider's receipt of payment from Client, Provider hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable worldwide license, with rights to sub-license through multiple levels of sub-licensees, 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. Provider hereby represents and warrants that Provider has the right and legal ability to grant the license described in this paragraph.
Client grants Provider a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Provider Services under the applicable Engagement. Client reserves all other rights and interest, including, without limitation, all Confidential Data Rights, in and to the Client Materials. Upon completion or termination of the Engagement, or upon Client's written request, Provider will immediately return all Client Materials to Client and further agrees to destroy all copies (whether physical or electronic) of Client Materials and Deliverables (except for Background Technology as permitted by the Engagement) contained in or on Provider's premises, systems, or any other equipment or location otherwise under Provider's control, and to ensure that all copies given to third parties in connection with the provision of the Provider Services have been destroyed. Within ten days of such request from Client, Provider agrees to provide written certification to Client that Provider has returned or destroyed all Client Materials and Work Product as provided in this subsection.
Ownership of Work Product and Confidential Data
Upon Provider's receipt of full payment from Client, the Work Product, including without limitation all Confidential Data Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Provider has any Confidential Data Rights to the Work Product that are not owned by Client upon Se Provider's receipt of payment from Client, Provider hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Confidential Data Rights. Except as set forth above, Provider retains no rights to use, and will not challenge the validity of Client's ownership in, such Confidential Data Rights. Provider hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. Client and Provider hereby agree that the Work Product shall be considered a "work for hire" as that term is used in Title 17, Section 101 of the United States Code.
Note: The client hereby understands and agrees that the transient knowledge of information that nay remain with the provider after the completion of the project is an acceptable risk and can neither be removed nor can be prevented from reuse.
License to or Waiver of Other Rights
If Provider has any right to the Work Product, including without limitation any Confidential Data Right, that cannot be assigned to Client by Provider, Provider hereby automatically, upon Provider receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Provider, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sub-license through multiple levels of sub-licensees, 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 Provider has any rights to such Work Product that cannot be assigned or licensed, Provider hereby automatically, upon Service Provider receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights. Assistance
Provider will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Engagement, to obtain and enforce Confidential Data Rights relating to Work Product in all countries Client so desires. In the event Client is unable, after reasonable effort, to secure Provider's signature on any document needed in connection with the foregoing, provider hereby designates and appoints Client (and Client's authorized officers and agents) as Provider's agent and attorney-in-fact to act on Provider's behalf to further the purposes of this Section, with the same legal force and effect as if such documents had been executed by Provider.
7. 6. Worker Classification
Client assumes all liability for classifying Providers as independent contractors or employees and engaging them in accordance with all laws and regulations; Vulpith disclaims any liability for such determination or the related Engagement. This Agreement does not create a partnership or agency relationship between Client and Provider (other than to the limited extent described in Section 8. 5). Provider does not have any authority to enter into any contracts on behalf of Vulpith or Client, or otherwise bind or obligate either Vulpith or Client in any way, shapes, or form. A Client may not require an exclusive relationship between Client and Provider. A Provider classified as an independent contractor is to be free at all times to provide Provider Services to persons or businesses other than Client, including any competitor of Client.
Client and Provider will each (1) create and maintain records to document the satisfaction of their respective obligations under this Agreement and any Engagement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Vulpith upon request. Nothing in this subsection will be construed as requiring Vulpith to supervise or monitor a User's compliance with this Agreement or an Engagement, and Vulpith expressly disclaims and disavows any and all such supervision and/or monitoring duties.
9. Relationship with Vulpith
Vulpith is not a party to any dealings between Client and Provider, including posts, proposals, screening selection, contracting, and performance of Provider Services. Vulpith does not introduce Providers to Clients or help Providers find Engagements. Vulpith merely makes the Website available to enable Providers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Providers for themselves. Vulpith does not, in any way, supervise, direct, or control Provider's work. Vulpith does not set Provider's work hours, work schedules, or location of work, nor is Vulpith involved in determining if the Provider's Fees will be set at an hourly or fixed rate for an Engagement.
Vulpith may provide the provider or the client with training or any infrastructure support through our Virtual Development Interface services against a fee. This is a value added services and linked to certain fees and membership status.
Vulpith makes no representations about, and does not guarantee the quality, safety, or legality of, the Provider Services; the truth or accuracy of Service Provider's listings on the Website; the qualifications, background, or identities of Vulpith members; the ability of Providers to deliver the Contractor Services; the ability of Clients to pay for the Contractor Services; or that a Client or Provider can or will actually complete a transaction.
Vulpith does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Provider. Client and Provider are each 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 Provider's performance, and Client's acceptance, of Contractor Services.
You hereby acknowledge and agree that Vulpith may provide information on the Website about a Provider or Client, such as feedback, a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Provider or Client voluntarily submits to Vulpith and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Vulpith; Vulpith provides such information solely for the convenience of Vulpith members. Vulpith members should not rely on such information, and should make their own inquiry as to any information about a Client or Provider the Vulpith member may desire to obtain.
10. Third-party beneficiary
Client and Provider each expressly appoint Vulpith as an intended third-party beneficiary of each and every Engagement between them for purposes of enforcing any obligations owed to, and any benefits conferred on, Vulpith here under. For example, this Agreement prohibits certain terms in any Engagement and Vulpith is hereby made an intended third-party beneficiary of each and every Engagement for purposes of enforcing such prohibitions. Client and Provider further agree that Vulpith has the right to take such actions with respect to their respective Accounts, including, without limitation, suspension, termination, or legal actions, as Vulpith, in our sole discretion, deems necessary to enforce Vulpith's rights as a third-party beneficiary under the Engagements.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Vulpith member and Vulpith, except and solely to the extent expressly stated in this Agreement.
11. Licenses and third-party content
11. 1. Website License and Confidential Data Rights
To facilitate and to improve Your use of the Website, Vulpith has developed and offers various software applications and tools which You may be required to use and/or download on to your personal computer before being permitted to utilize the Website (the "Vulpith Software").
Subject to and conditioned upon compliance with this Agreement, Vulpith grants you a limited license to access and, if you have created an Account, to use the Website and the Vulpith for the sole purpose of using the Website. You must not access (or attempt to access) the Website or the Vulpith Software by any means other than the interface(s) intentionally provided by Vulpith and any authorized third parties, and you will not use information from the Website or Vulpith Software for any purposes other than the purposes for which it has been made available. You agree not to use the Website or Vulpith Software for offering any goods or services other than Contractor 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 Website or the Vulpith Software in any way for any purpose without Vulpith's prior written consent. You cannot use any content of the Website on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame, link, embed, or otherwise incorporate the Website into any other website or service except as permitted in writing by Vulpith. 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 Website or Vulpith Software unless expressly permitted by applicable law. You will not access Website or Vulpith Software in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Website. Vulpith and our licensors retain all right, title, and interest in and to all Confidential Data Rights related in and to Website or Vulpith Software.
The Vulpith logos and names are trademarks of Vulpith and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Website or Vulpith Software 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 Vulpith's or any third party's Confidential Data Rights, whether by estoppel, implication, or otherwise.
Your failure to abide by the above license or any attempt to improperly manipulate the Website or Vulpith Software, or any of content contained in the Website or Vulpith Software, will result in the immediate termination of your Vulpith Account.
11. 2. User Content License
When you post any type or form of content on the Website or through the Website ("User Content"), you represent and warrant that you have the right, power, and authority to post such User Content, and grant Vulpith any and all of the licenses specified below. You further represent and warrant that by posting such User Content, you will not violate the legal or moral rights of any third-party of any kind, including, without limitation, any Confidential Data 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 Vulpith may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Website, except that you grant Vulpith and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Website, including without limitation about how to improve the Website ("User Comments"). By submitting any User Comments, you agree that:
(a) Your disclosure is gratuitous, unsolicited, and without restriction and will not place Vulpith under any fiduciary or other legal obligation,
(b) Your User Comments do not contain the confidential or proprietary information of third parties,
(c) We are free to use and implement the User Comments without any compensation to you, and
(d) We may disclose the User Comments on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Vulpith does not waive any rights to use similar or related User Comments known or developed by Vulpith or obtained from sources other than you.
11. 3. Unauthorized Access and Use; Website Interference; Malicious Software
The Website contains robot exclusion headers and other methods to exclude the Website's contents from being indexed by internet search engines and other information indexing services. You agree that you will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission. You will not access the audiovisual content available on the Website for any purpose or in any manner other than streaming, and you will not intentionally retain a copy of the content. You agree that you will not:
(a) Take any action that imposes (or which we believe may impose, in our sole discretion) an unreasonable or disproportionately large load (i.e. resource demand) on the Website's infrastructure;
(b) Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Website ) from the Website, any software code that is part of the Website, or any services that are offered on the Website without the prior express written permission of Vulpith and all appropriate third parties, as applicable;
(c) Interfere or attempt to interfere with the proper operation of the Website or any activities conducted on the Website;
(d) Bypass any measures we may use to prevent or restrict access to the Website or any subparts of the Website, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content therein;
(e) Transmit unsolicited messages (i.e. "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 Website;
(g) Collect, harvest, or otherwise obtain any personally identifiable information, including Account names, from the Website;
(h) Access any content on the Website through any technology or means other than those provided or authorized by the Website; or
(i) Directly or indirectly, advertise or promote another website, product, or service or solicit other Vulpith members for other websites, 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 Website or the Website software that may cause the Website and/or Website 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 Website or any other software, firmware, hardware, computer system, or network utilized by Vulpith or any of Vulpith's agencies or affiliates.
11. 4. Third-Party Verification
The Website makes available various services provided by third parties to verify a Vulpith members credentials and provide other information. Any information or content expressed or made available by these third parties (or by any other User) is that of the respective author(s) or distributor(s) and not of Vulpith. Vulpith neither endorses, nor is responsible for the accuracy or reliability of, any opinion, advice, information, or statement made on the Website by anyone other than Vulpith's authorized agents acting in their official capacities.
11. 5. Links and Applications
The Website may contain links to third-party websites. The Website may also contain applications that allow you to access third-party websites via the Website and/or Website. Such third-party websites are owned and operated by 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-parties providing such services. You acknowledge and agree that Vulpith is not responsible or liable for: (a) the availability or accuracy of third-party websites or services; or (b) the content, advertising, or products on or available from third-party websites or services. You are responsible for deciding for yourself 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 Website does not imply that Vulpith endorses the linked Website 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 Website is on an "as is"and "as available"basis without any warranty for any purpose.
12. Third-party agencies
You understand and hereby acknowledge that Vulpith utilizes various third party agencies ("Third Party Agencies") whose services, software, or applications may be made available to You or which You might utilize through the Website ("Third Party Services"). To the extent you utilize, or accept the benefits of, the Third Party Services, You agree that you will be bound by the terms and conditions published by those Third Party Agencies. You further authorize the Third Party Agencies to collect, store, and utilize any information provided by you or collected by the Third Party Agencies through Your Use of the Website
13. Confidential information
13. 1. Confidentiality
To the extent a Client or Provider 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 for any purpose 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 to the minimal extent necessary for the performance of Provider's Services for the relevant Engagement (including, without limitation, the storage or transmission of Confidential Information on or through the Website for use by Provider); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Contractor Services for the relevant Engagement. Confidential Information must never be stored in a manner that makes it reasonably available to anyone other than Provider and Client's authorized agents and agencies. Provider shall require and obtain written agreements from Provider's employees, agents, and agencies confirming that they will protect Confidential Information to the same extent as described herein (if not to a greater extent), and provide such written agreements to Client and/or Vulpith upon request.
You expressly acknowledge, agree, and understand that: (a) the Website is merely a venue where Vulpith members may act as Clients and/or Providers; (b) Vulpith is not a party to any Engagements between Clients and Providers; (c) you are not an employee or agent of Vulpith and that Vulpith does not, in any way, supervise, direct, or control the Provider or Contractor Services; (d) Vulpith will not have any liability or obligations under or related to Engagements or any acts or omissions by you or other Vulpith members; (e) Vulpith has no control over Providers or the Contractor Services offered or rendered by them; and (f) Vulpith makes no representations as to the reliability, capability, or qualifications of any Provider or the quality, security, or legality of any Contractor Services, and Vulpith disclaims any and all liability relating thereto.
YOU AGREE NOT TO RELY ON THE WEBSITE, ANY INFORMATION ON THE Website OR THE CONTINUED AVAILABILITY OR EXISTENCE OF THE Website. THE Website AND THE Website ARE PROVIDED "AS IS"AND ON AN "AS AVAILABLE"BASIS. VULPITH MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE Website, THE Website, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VULPITH 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 VULPITH WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
15. Limitation of liability
Vulpith shall not be liable, and you hereby agree not to hold Vulpith responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
a. Your use of or your inability to use the Website;
b. Delays or disruptions in the Website;
c. Viruses or other malicious software obtained by accessing, or linking to, our Website;
d. Glitches, bugs, errors, or inaccuracies of any kind in our Website;
e. Damage to your hardware from the use of the Website;
f. The content, actions, or inactions of third parties' use of the Website;
g. A suspension or other action taken with respect to your account;
h. Your reliance on the quality, accuracy, or reliability of Job postings, Provider profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Website; and
i. Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service and/or the Website.
In addition to acknowledging that Vulpith is not a direct party to any contract between Client and Provider (but is an intended third party beneficiary of such contracts), you hereby release Vulpith, 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 Contractor Services provided to Client by a Provider, and requests for refunds based upon disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.")
You will indemnify, defend, and hold harmless Vulpith, 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 against an Indemnified Party relating to:
(a) Use of the Website by you or your agents, including any payment obligations incurred through use of the Website;
(b) Any Engagement entered into by you or your agents, including, but not limited to, the classification of a Provider as an employee or independent contractor; the classification of Vulpith as an employer or joint employer of Provider; any employment-related claims (for example, those relating to employment termination, employment discrimination, harassment, or retaliation); and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits;
(c) Failure to comply with this Agreement by you or your agents;
(d) Failure to comply with applicable law by you or your agents;
(e) Negligence, willful misconduct, or fraud by you or your agents; and
(f) Defamation, libel, violation of privacy rights, unfair competition, or infringement of Confidential Data Rights or allegations thereof to the extent caused by you or your agents.
18. Agreement term and termination
This Agreement will become effective immediately upon your first visit to the Website and will remain in effect for the duration of your use of the Website. Unless both you and Vulpith 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 legalnotices@Vulpith.com
In the event you properly terminate this Agreement, your right to use the Website is immediately automatically revoked, and your Account will be closed; however,
(i) 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 Website;
(ii) Vulpith will continue to perform those Website changes necessary to complete any open Engagement or related transaction between you and another User;
(iii) 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 Vulpith for any Website and to any Providers for any Contractor 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 an Engagement, or Vulpith 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 Vulpith's other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Website and refuse to provide any or all Website to you if:
(a) You breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service;
(b) We suspect or become aware that you have provided false or misleading information to us and/or any User; or
(c) We believe, in our sole discretion, that your actions may cause legal liability for our Vulpith members, Vulpith or our Affiliates; may be contrary to the interests of the Website or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue or attempt to continue to use the Website under the same Account or a different Account or re register under a new Account without Vulpith's prior written consent.
Without limiting Vulpith's other remedies, if you engage in actions or activities that circumvent the Website or otherwise reduce fees owed Vulpith or our Affiliates under this Agreement, you must pay Vulpith for all fees owed to Vulpith and our Affiliates and reimburse Vulpith for all losses and costs (including any and all time of Vulpith's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violation of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Website. If practicable, Vulpith will retain this information along with all your previous posts and proposals for a period of one year from the date of termination to give you ample time to institute an appeal of our decision through the process described in the subsection titled "Disputes with Vulpith". If you appeal our decision through that process within one year, Vulpith will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Vulpith may delete your information including data, messages, files, and other material you keep on the Website.
18. 1. Enforcement of Agreement
Vulpith has the right, but not the obligation, to suspend or revoke your access to the Website if we believe 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 Vulpith's other 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 Website or the Services to you if
(a)You breach any terms and conditions of this Agreement or other terms and conditions promulgated by Vulpith and displayed on its Website;
(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 other Vulpith members or Vulpith. Once we suspend or close your Account, you may not access any parts of the Website, including data, messages, files, and other material saved on the Website and you may not continue to use the Website under a different Account or re register under a new Account. If you attempt to use the Website 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. You understand that any closure of your Account may involve deletion of any content stored in your Account for which Vulpith will have no liability whatsoever.
18. 2. Consequences of Agreement Termination
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Contractor Services performed prior to the effective date of the termination or thereafter for any Engagements executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Vulpith to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Vulpith will pay Provider, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination or thereafter for any Engagements executed before termination of this Agreement.
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 Website depend on transparency of User's Account status to all Vulpith members, including both yourself and other Vulpith members who have entered into Engagements with you. You therefore agree as follows:
IF VULPITH DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, VULPITH HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER VULPITH MEMBERS THAT HAVE ENTERED INTO ENGAGEMENTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE VULPITHRS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
18. 3. Survival
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 Confidential data, 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.
19. Cancellations, refunds and disputes
19. 1. Dispute Resolution Process
You hereby agree to abide by the following Dispute Process that is explained in the Instructions that apply to your particular Engagement.
If a dispute arises between you and Vulpith or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Vulpith, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement or the Website (each, a "Claim") in accordance with this Section 20 (and its sub-parts).
19. 2. Choice of Law and Forum for Disputes
This Agreement and any Claim, including without limitation any dispute relating to an Engagement, will be governed by and construed in accordance with the laws of the State of California, 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 Provider located within the United States will be governed by the law of the state in which such Provider resides.
You agree that any Claim must be resolved as described in the subsections below titled "Informal Dispute Resolution" and "Mandatory Binding Arbitration and Class Action/Jury Trial Waiver."
19. 3. Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, or otherwise seeking relief, you agree to first notify Vulpith of the Claim at Vulpith, Attn: info@Vulpith.com (the "Notice") and seek informal resolution of the Claim pursuant to Vulpith's Dispute Resolution Procedure. The Notice must include your name, your User name on the Website, a brief description of the Claim (including the amount you allege is due to you, and the reason why such amount is now due), and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. If you fail to participate in the Dispute Resolution Procedure, you hereby agree and acknowledge that you will waive any rights to pursue the Claim in any other forum.
19. 4. Mandatory Binding Arbitration and Class Action/Jury Trial Waiver
This Mandatory Binding Arbitration provision ("Arbitration Provision") applies to all Vulpith members and to Vulpith. In the unlikely event that Vulpith is unable to resolve a Claim via the Dispute Resolution Procedure, you, Vulpith, and our Affiliates agree to resolve the Claim by binding arbitration before a single arbitrator as per the Arbitration laws of India.
A. Scope of Arbitration Agreement and Conduct of Arbitration
This would happen under the jurisdiction of courts in Hyderabad, India. The scope would be only the current engagement under dispute.
B. Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Consolidation of Claims Prohibition, subsection C (below) of this Arbitration Provision is deemed to be unenforceable, you and Vulpith agree that all other provisions of this Arbitration Provision will be enforced to the fullest extent permitted by law.
C. Consolidation of Claims Prohibition.
THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH YOU AND VULPITH AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING ("CLASS ACTION WAIVER").
D. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver
You may opt out of the foregoing arbitration and class action/jury trial waiver provisions of this Agreement by notifying Vulpith in writing of your election to opt out within 30 days of the date you first create a User account on the Website. To opt out, you must send a written notification to Vulpith at Attn: Legal, that includes (a) your account user name, (b) your legal name, (c) your mailing address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
20. Miscellaneous provisions
20. 1. Entire Agreement
This Agreement, together with the other Terms of Service and any other legal notices and agreements published by Vulpith on the Website, sets forth the entire agreement and understanding between you and Vulpith 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 Vulpith 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 Vulpith because of the authorship of any provision of this Agreement.
20. 2. Ancillary Vulpith member Agreements
Not with standing subsection 22. 1 (Entire Agreement), Clients and Providers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, work for hire agreements, Engagement 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 Vulpith's obligations or restrict Vulpith's rights under this Agreement.
20. 3. Legal Compliance
You hereby represent and warrant that you have not and will not violate any applicable foreign, federal, state, or local laws or third-party rights in utilizing the Website, or in fulfilling the role of a Client or Provider.
20. 4. Modifications
No modification or amendment to this Agreement will be binding upon Vulpith unless in a written instrument signed by a duly authorized representative of Vulpith. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. However, Vulpith will be permitted to amend the terms and conditions of this Agreement and any other policies promulgated by Vulpith at any time. Vulpith will provide You with notice of such changes, and You will be provided an opportunity to terminate Your use of the Website.
20. 5. 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 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.
20. 6. Assignability
You may not assign this Agreement, or any of its rights or obligations here under, without Vulpith's prior written consent in the form of a written instrument signed by a duly authorized representative of Vulpith (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). Vulpith may freely assign this Agreement without Your 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.
20. 7. 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 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.
20. 8. Force Majeure
Neither You nor Vulpith will be responsible for the failure to perform or any delay in performance of any obligation here under due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay.
20. 9. Prevailing Language and Location
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with any translated versions. The Website is controlled and operated from our facilities in the United States. Vulpith makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations such as the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. 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 U.S. origin products, including services or software. You may not use or access the Website if you are:
(a) A resident of a geographic area embargoed by the United States;
(b) Subject to United States economic sanctions that prohibit your use or access to the Website; or
(c) A foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.
20. 10. Communications from You to Vulpith
All notices to Vulpith or our Affiliates intended to have a legal effect must be in writing and delivered either
(a) in person;
(b) by a means providing evidence of delivery, to the following address: Attn: Legal; or
(c) in writing via email to legal@Vulpith.com. All such notices are deemed effective upon documented receipt by Vulpith. Vulpith does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Vulpith or its registered agent for service of process.
21. Contacting us
If you have questions or need assistance, please contact us using Contact Us