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User Terms for Marketplace

PARTIES

1. Flatwork, Inc. (“The Flatwork”).
2. You (the “User”, and as context allows, “Client” or “Consultant User”).

By using the Platform, the User agrees to these terms (the “Terms”).

Key Details.
Definitions. Unless the context requires otherwise, in these Terms, the following terms shall have the meanings specified:
Business Day means a day (other than a Saturday, Sunday or public holiday) on which registered banks are open for business in Delaware.
Confidential Information means all information (regardless of the form it takes and the manner in which it is communicated to the recipient of such Information, and whether the recipient has been told that it is Confidential Information relating to:
the business, affairs, or financial or commercial arrangements of the disclosing party or of any other person dealing with the disclosing party; or
contracts or arrangements between the disclosing party and any other person.
Platform: The marketplace platform operated by The Flatwork on http://www.theflatwork.com (the “Platform”).
Services: Any services that will be provided by a Consultant User to a Client, which will be decided on a case by case basis through the Platform.
Tax means any tax chargeable on the Services.
Information means all information, whether or not patented, including trade secrets, know-how, processes, concepts, ideas, data, business plans, reports, customer or client lists and any other written, printed or electronically stored materials.
Intellectual Information means all discoveries, inventions, improvements, designs, systems, procedures, computer software and programs (whether denominated software, firmware or otherwise), formulae, trademarks, trade names, copyright materials, patents, any applications or registrations for any of the foregoing, and any other intellectual property whatsoever.
Interpretation. Unless the context requires otherwise, in these Terms:
References to the parties include their respective executors, administrators, successors and permitted assigns.
References to persons include individuals, partnerships, firms, associations, corporations and unincorporated bodies of persons, government or semi-government or local body or municipal bodies, and agencies or political subdivisions of them in any case whether having a separate legal personality or not.
Any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.
Headings have been inserted for convenience only and shall not affect the construction of these Terms.
Contractual Relationship between Client and Consultant User.
If a Client and Consultant User decide to enter into a service agreement (“Service Agreement”), the Service Agreement is a contractual relationship directly between the Client and Consultant User.
The Client and Consultant User have complete discretion both with regard to whether to enter into a Service Agreement with each other and with regard to the terms of any Service Agreement. You acknowledge, agree, and understand that The Flatwork is not a party to any Service Agreement, that the formation of a Service Agreement between Users will not, under any circumstance, create an employment or other service relationship between The Flatwork and any User or a partnership or joint venture between The Flatwork and any User.
With respect to any Service Agreement, Clients and Consultant Users may enter into any written agreements that they deem appropriate provided that any such agreements do not conflict with, narrow, or expand The Flatwork‘s rights and obligations under the Terms. The parties to a Service Agreement can, if the parties prefer, agree to the Optional Service Agreement in whole or in part, in addition to or instead of other such agreements. Only to the extent that they have not entered into another agreement or terms with respect to a Service Agreement, the parties to a Service Agreement agree that the Optional Service Agreement applies to their Service Agreement.
The Optional Service Agreement is provided as a sample only and may not be appropriate for all jurisdictions or all contracts. The Flatwork does not assume any responsibility for any consequence of using the Optional Service Agreement. The Optional Service Agreement is not intended to and does not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type.
The Flatwork is not a Law Firm.
The Flatwork does not provide legal representation or legal services. The Flatwork does not offer any legal advice, legal opinions, recommendations, referrals or counseling. Consultant Users are not the employees or agents of The Flatwork.
Use of the Platform does not create an attorney-client relationship with The Flatwork.
Seeking Services outside the Platform.
You agree that you will not offer to buy or sell, or actually buy or sell, services to Users outside of the Platform. This includes engaging in any action with a User on the Platform designed to complete or facilitate a transaction, or promote external services, outside of the Platform.
Joint and Several Liability. If a party comprises more than one person then each person comprising that party shall be bound jointly and severally.
Fees for Consultant Users.
You may be required to purchase or pay a fee to The Flatwork to access some features of the Site and receive Services from Consultant Users.
You agree to pay all fees due and payable to us (including all applicable taxes) at the prices then in effect for your purchases.
Confidential Information.
Other Agreement. Users may agree to any terms they deem appropriate with respect to confidentiality. To the extent the Users do not articulate any different agreement with regard to confidentiality, then they agree that this clause applies.
Confidentiality. You acknowledge that, in the course of providing and receiving services on the Platform, each party (for the purposes of this clause, the “Recipient”) will have access to Confidential Information about the other party, and each party agrees that it shall:
not at any time, either during or following termination of these Terms, except in the proper performance of its obligations under these Terms, either directly or indirectly use, copy, publish or disclose to any person any Confidential Information;
use its best endeavors to prevent the unauthorized use, copying, publication or disclosure of any Confidential Information which it may acquire during the course of performing its obligations under these Terms; and
keep the terms of any engagement confidential.
Exceptions. The parties acknowledge that the provisions of clause shall not apply to any information which:
had been rightfully in the possession of the Recipient prior to its disclosure to the Recipient;
had been in the public domain prior to its disclosure to the Recipient;
has become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the Recipient;
had been supplied to the Recipient without restriction by a third party who is under no obligation to maintain such information in confidence; or
is required to be disclosed by virtue of any law, by-law or regulation or by any applicable judgment of the courts of Delaware.
Continuing Obligation. The obligations of confidentiality as contained in this clause shall survive termination of any agreement between the parties.
Exclusion of Liability and Indemnity.
The Flatwork shall not be liable to Users or any third parties for any loss, damage, expenses or any other liability arising directly or indirectly from the performance of the Services by the Consultant User pursuant to these Terms. To the fullest extent permitted by law, The Flatwork excludes all warranties or conditions implied by statute, at law, by trade, custom or otherwise.
You acknowledges that you assumes sole and entire responsibility for, and indemnifies and saves harmless The Flatwork from, any and all claims, liabilities, losses, expenses, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of or as a result of:
your conduct in relation to these Terms;
your relations with third parties; or
any breach of these Terms by you.
Miscellaneous.
Contractor. Consultant Users enter into these Terms as an independent contractor and the parties expressly agree that no partnership, employment, joint venture or other relationship shall be implied into the terms of these Terms.
Notices. Any and all notices related to these Terms must be delivered in person, by courier, or by email. Any notice given after 5.00 pm, or on a day which is not a Business Day, shall be deemed to be given at 9.00 am on the next Business Day.
No Assignment. Rights, duties or obligations under these Terms shall not be assignable by any party without the prior written consent of the other party. Any attempt to assign the rights, duties or obligations under these Terms without such consent shall be of no effect.
Non-Waiver. No failure to exercise and no delay in exercising any right under these Terms shall operate as a waiver of that right nor shall any single or partial exercise of any right preclude any further or other exercise of that right or any other right.
Partial Invalidity. If any provision of these Terms is declared or adjudged to be invalid, void or unenforceable, such provision shall be severable, shall be deemed to be deleted from these Terms and shall not affect the validity, existence, legality or enforceability of the remaining provisions.
Further Assurance. You agree that at any time, and from time to time, upon the written request of The Flatwork, you will promptly and duly execute and deliver to The Flatwork any and all such further documents as The Flatwork may deem desirable for obtaining the full benefit of these Terms.
Rights Cumulative. Each and all of the several rights and remedies of the parties contained or implied in these Terms shall be construed as cumulative. No right or remedy will be construed as exclusive of the others or of any right or remedy allowed by law or equity.
Applicable Law and Jurisdiction. These Terms shall be governed by and construed in accordance with Delaware law. Each party agrees to submit to the non-exclusive jurisdiction of the tribunals and courts of Delaware with respect to any claim or matter arising out of or in connection with these Terms.

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