Last Updated: 2/13/2016
1. CONTRACTUAL RELATIONSHIP
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Anchorex. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Anchorex may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Anchorex may amend the Terms related to the Services from time to time. Amendments will be effective upon Anchorex’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
2. the SERVICES
Anchorex provides a technology platform that helps connect customers who wish to hire resources (referred to as: “Agency” or “Clients”) for their service needs and third party providers who wish to provide such services (referred to as: “Consultants” or “Third Party Providers” or “Freelancers”). “User” means any user of the Site or Service, and may be an Agency or a Consultant. If you are a User, the provisions in this Agreement regarding Users apply to you.
3. YOUR USE OF THE SERVICES
3.1 USER ACCOUNTS.
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Anchorex certain personal information, such as your name, address, mobile and phone number as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Anchorex’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Anchorex in writing, you may only possess one Account.
3.2 USER REQUIREMENTS AND CONDUCT.
The Service is not available for use by persons under the age of 18 or under legal working age. You may not authorize third parties to use your Account unless you are an Agency or have special permission from Anchorex. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. You agree to act professional at all times and treat other users with courtesy. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
3.3 NETWORK ACCESS AND DEVICES.
You are responsible for obtaining the data network access necessary to use the Services. Your computer, tablet or mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Anchorex does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 CLIENT MATERIALS
“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Consultant for Consultant to perform Freelancer Services.
Client grants Consultant 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 Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Consultant will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) 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 Client, Consultant agrees to provide written certification to Client that Consultant has returned or destroyed all Client Materials and Project Product as provided in this subsection.
4.2 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
Upon Consultant’s receipt of full payment from Client, the Project Product, including without limitation all Intellectual Property Rights in the Project Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Consultant has any Intellectual Property Rights to the Project Product that are not owned by Client upon Consultant’s receipt of payment from Client, Consultant hereby automatically irrevocably assigns to Client 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 Client’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 Project Product.
4.3 WAIVER OF RIGHTS
If Consultant has any right to the Project Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Consultant, Consultant hereby automatically, upon Consultant’s receipt of full payment from Client, unconditionally and irrevocably grants to Client 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 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 Consultant has any rights to such Project Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s 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.
4.4. NECESSARY ASSISTANCE
Consultant will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Project Product in all countries. In the event Client is unable, after reasonable effort, to secure Consultant’s signature on any document needed in connection with the foregoing, Consultant hereby designates and appoints Client 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.
To the extent a Client 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 Site 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 Freelancer Services.
6. PAYMENT TERMS
6.1 GENERAL PAYMENT TERMS
All payment will be in the local currency based on the location of the Site. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any services via the Site. Anchorex is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.
You understand that use of the Anchorex online platform may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the platform, Anchorex will facilitate your payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are FINAL and NON-REFUNDABLE. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Anchorex will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.
All Charges are due IMMEDIATELY and payment will be facilitated by Client or ANCHOREX using the preferred payment method designated in your Account, after which Anchorex will send you a receipt by email or notify you in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Anchorex may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
Anchorex reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Anchorex’s sole discretion. Anchorex will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Anchorex may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
6.2 USER FEES
Users will be charged based on their user type. Service providers (Consultants) will be charged 15 % and Clients (Agencies) will be charged 10%. Payments are due immediately after projects have been awarded and will be released at client’s request to consultant or when projects are completed. Promotional offers and discounts may alter user fees from time to time at Anchorex’s sole discretion or based on user performance.
If Client fails to pay the Consultant Fees or any other amounts due under this Agreement (“Charges”), whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Anchorex may SUSPEND or CLOSE Client’s Account and REVOKE Client’s access to the Site, including Client’s authority to use the Site to process any additional payments or obtain any additional Services. Without limiting other available remedies, Client must pay Anchorex 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, Anchorex, at our discretion, may set off amounts due against other amounts received from or held by Anchorex 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 or prosecution.
You acknowledge and agree that a substantial portion of the compensation Anchorex receives for making the online platform available to you is collected as fees deducted from the user payment which is only deducted when the Agency and Consultant pay and receive payment through the Site. Therefore, for 24 months from the time you meet any party through the Site (the “Exclusivity Period”), you must use the Anchorex site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Anchorex Relationship”). You may opt-out of this obligation only if Customer or prospective Customer pays Anchorex an “Opt-Out Fee” computed to be the greater of the following amounts:
(a) $10,000; or
(b) 25% of the cost to the Customer of the services to be performed in the Anchorex Relationship during the Exclusivity Period, as estimated in good faith by the prospective Customer.
To pay the Opt-Out Fee, you must request instructions by sending an email message to firstname.lastname@example.org
You agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
(a) Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
(b) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
(c) Cancel any project bids for the purpose of contracting separately with a user who Customer meets through the Site.
(d) Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Agency and Consultant.
You agree to notify Anchorex immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: email@example.com
It is safer for you to do all transactions through our site as we have visibility on the transactions that occur on the site and PayPal security features provide an additional layer of protection to the users.
9. TERM AND TERMINATION.
Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for a legitimate purpose, including for any use of the Site or Services in violation of this Agreement or any other reason determined at the site owner’s sole discretion. Upon termination of this Agreement, your Account and right to access and use the Site and Services will terminate immediately. Any site credits or payments outstanding to you at termination will be paid to you. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law (this sentence does not apply to customers located in the EEA). Anchorex will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2, 4, 5, 6, 7, 8, 9, 10, 11 and 12.
10. DISPUTE RESOLUTION
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Georgia, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
10.1 NON-BINDING ASSISTANCE.
Anchorex will first attempt to assist Client and Consultant by reviewing the Dispute and proposing a mutual, non-binding resolution.
- The Disputes team will notify Client and Consultant via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
- If both Client and Consultant respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
- The proposed resolution is non-binding; Client and Consultant can choose whether or not to agree to it. If Client and Consultant agree in writing to the proposed resolution, Client and Consultant agree that Anchorex is the authorized and irrevocably instructed to immediately release Escrow funds in accordance with the final resolution.
- If Client and/or Consultant disagree with Anchorex’s proposed, non-binding resolution, they may proceed to Arbitration. If Client and Consultant do not choose to arbitrate, Consultant and Client agree that Anchorex is authorized and irrevocably instructed to immediately release to Client all funds held in Escrow.
- If Client and/or Consultant choose to arbitrate by notifying Anchorex in writing of their intent to arbitrate, Anchorex will notify Client and/or Consultant via Email that they must make the Arbitration Payment within 5 business days of the notice. If both parties pay the Arbitration invoice (including after initial notice of non-payment), then Anchorex will deliver instructions for initiating Arbitration.
- If Client or Consultant does not make the Arbitration Payment within 5 business days of the notice, Consultant and Client will be deemed to have irrevocably authorized and instructed Anchorex to, and Anchorex will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, Anchorex will close the Dispute.
- If Client and Consultant both do not make the Arbitration Payment by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have authorized and instructed Anchorex to, and Anchorex will, release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account, if no funds remain Anchorex will close the Dispute.
When mutual dispute resolution between “Client” and “Consultant” fails, arbitration might be sought.
(i) Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between Users or Users and Anchorex arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Anchorex Site and Service. (ii) You agree that by entering into this agreement, you and Anchorex are each waiving the right to trial by jury or to participate in a class action. You and Anchorex agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. (iii) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Anchorex must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in the State of Georgia, United States. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in the State of Georgia, United States. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Atlanta, Georgia.
In addition to the recognition that Anchorex is not a party to any contract between Agency and Consultant, you hereby release Anchorex, 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 Agency by a Consultant and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in section 8 (Dispute Resolution).
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.”
12. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ANCHOREX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ANCHOREX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ANCHOREX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
12.2 LIMITATION OF LIABILITY.
ANCHOREX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF ANCHOREX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANCHOREX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF ANCHOREX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANCHOREX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ANCHOREX’S REASONABLE CONTROL. IN NO EVENT SHALL ANCHOREX’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
ANCHOREX’S SERVICES MAY BE USED BY YOU TO FIND INDEPENDENT CONSULTANTS, BUT YOU AGREE THAT ANCHOREX HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY CONSULTATION SERVICES PROVIDED TO YOU BY THESE INDEPENDENT PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold Anchorex and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Anchorex’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Service Providers.