Terms of Service

PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE “TERMS OF SERVICE” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”), and Algoji Enterprises Private Ltd (“Algoji” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at mycoder.pro (“Site”) or any part of the rest of the Site (collectively called “Site Services”).

Subject to the conditions set forth herein, Algoji may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site.

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY.

Contents of this page:

DEFINITIONS
ELIGIBILITY
SITE ACCOUNTS
PURPOSE OF SITE
INVESTMENT ADVICE OR INVESTOR SERVICES
USER CONTENT
CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
TERMS OF USE
MYCODER FEES
PAYMENT TERMS AND ESCROW SERVICES
NON-CIRCUMVENTION
RECORDS OF COMPLIANCE
WARRANTY DISCLAIMER
INDEMNIFICATION AND LIMITATION OF LIABILITY
AGREEMENT TERMS

1. DEFINITIONS

“Site” means the Websites operated by Algoji and available at: mycoder.pro and any of its regional or other domains or properties, and any related service.

“Site Services” means features and services offered by Site such as posting jobs, applying to jobs, making payments, retrieving payments and any other feature available on Site.

“Client” means any authorized User utilizing the Site or Site Services, to seek and/or obtain Freelancer Services. A Client purchases the services offered by Freelancers.

“Freelancer” means any authorized User utilizing the Site or Site Services, to advertise or provide Freelancer Services to Clients. A Freelancer sells services to the Clients.

“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

“Marketplace” means the Site or Site Services which provide engagements between Freelancers and Clients

“Job” means an engagement for Freelancer Services that a Freelancer provides to a Client.

“Freelancer Fees” means the fixed fee agreed between a Client and a Freelancer, as “Budget” in a Job.

“Payment Method” means a bank account, a PayPal account, a debit card, or such other method of payment as Algoji may accept from time to time in our sole discretion.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Job or the suitability of another User for the Job, regardless of whether the information is 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 Freelancer or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“MyCoder Escrow” means advance payment made by Client to purchase services from Freelancer.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Algoji, including such content or information that is posted as a result of questions.

“Job Submission” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

2. ELIGIBILITY

You are eligible to access the Site if:

You are able to form legally binding contracts
Your local jurisdictions allow accepting this User Agreement
You are a legal entity or an individual who is 18 years or older
Are an employee or agent of and authorized to act for and bind an independent business
Will use the Site or Site Services only for business use

3. SITE ACCOUNTS

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

Algoji reserves the right to decline a registration to join Site or to add an Account of any type (i.e., as a Client or Freelancer), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

You can register for an Account as a Client (a “Client Account”) or as a Freelancer (a “Freelancer Account”). You may create multiple accounts as long as they adhere to this User Agreement.

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

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, your location, and your ability to act on behalf of your business on Algoji. You authorize Algoji, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

4. PURPOSE OF SITE

The Site is an online venue where Clients buy services or items from Freelancers. Clients and Freelancers must register for an Account in order to buy or sell services and/or items. The Site enables Users to post job requirements, pay for Jobs and sell services or items. We are not a party to any contractual agreements between Client and Freelancer, we merely facilitate connections between the parties.

Jobs on the Site are merely one-time tasks or projects. They should not be construed as regular employment covered under Indian Labour Law, the Industrial Relations Code, the Code on Social Security, or the Code on Wages.

You acknowledge, agree, and understand that Algoji does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Job, Job terms or Job Submission. Algoji makes no representations about and does not guarantee, and you agree not to hold Algoji responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Jobs to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Algoji, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Algoji will not have any liability or obligations, including under or related to Jobs and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Algoji does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Algoji does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Algoji involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Job; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Job, and Algoji does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Algoji does not provide the premises at which Freelancers will perform the work; (vii) unless otherwise agreed with their Client, Freelancers may use subcontractors or employees to perform Freelancer Services by delegating work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s); and (viii) Algoji does not provide shipping services for any physical Job Submission. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to Algoji’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

5. INVESTMENT ADVICE OR INVESTOR SERVICES

Algoji or Site does not provide any investment advice, or any investment services such as trading or fund management. Algoji is a software company which has developed Site for the interaction between Clients and Freelancers. We do not promote or recommend any financial services or investment advice.

Freelancers may or may not be licensed to provide financial services or investment advisors. In case a Client is seeking financial advice, the Client is responsible for due diligence and verification of Freelancer’s eligibility to provide such service.

Users agree to abide by regulations and norms set forth by SEBI, RBI and other legal authorities in your jurisdiction when seeking services or providing services.

6. USER CONTENT

You hereby acknowledge and agree that Users publish and request Algoji to publish on their behalf information on the Site about the User, such as feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Algoji and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Algoji; Algoji provides such information solely for the convenience of Users.

Algoji is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Algoji reserves the right (but is under no obligation) to remove posted feedback or information that, in Algoji’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Algoji. You acknowledge and agree that you will notify Algoji of any error or inaccurate statement in your feedback results, and that if you do not do so, Algoji may rely on the accuracy of such information.

Algoji does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not perform background checks on or guarantee the work of Freelancers or Clients.

You acknowledge that we may use the public description of your Jobs and the public content of your profile on the Site for marketing and other related purposes.

7. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

If a Client and Freelancer decide to enter into a Job, the Job is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Job with each other and with regard to the terms of any Job. You acknowledge, agree, and understand that Algoji is not a party to any Job, that the formation of a Job between Users will not, under any circumstance, create an employment or other service relationship between Algoji and any User or a partnership or joint venture between Algoji and any User.

With respect to any Job, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Algoji’s rights and obligations under the Terms of Service, including this Agreement and the applicable MyCoder Escrow.

For disputes arising between Clients and Freelancers, you agree to abide by the informal dispute process facilitated by Algoji. You agree to notify Algoji about your Claim before going for a legal process. Algoji will try to close the dispute by facilitating fact-based interaction between the Users seeking dispute resolution, through the email addresses provided to us as per account information. Both you and Algoji will have 30 days from the date of the dispute initiation to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Algoji will not and is not obligated to provide any dispute assistance beyond the informal dispute process. If a dispute cannot be resolved then Client and Freelancer irrevocably submit to the non-exclusive jurisdiction of the courts of Delhi, India.

If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Algoji, or our Affiliates to take or refrain from taking any action with respect to Site Services, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Algoji, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Algoji or Services, Algoji be paid for the reasonable value of the services to be rendered pursuant to such order.

8. TERMS OF USE

Users agree not to

Post content or items in inappropriate categories or areas on our Websites and services.
Post Job requirements which are misleading or violate any laws.
Fail to deliver Freelancer Services proposed by you on Bid for a Job.
Interact with other users in manner which is disrespectful, hateful, abusive, misleading, deceitful, racist, discriminatory, sexist, or communal.
Advertise an external website, product or service on the Site. Any website address posted on the Site, including in a Job, Bid, profile or messaging, must relate to a Job, User or Site Services.
Manipulate Site Services for Job Posting, Bidding on Job, Fee structure, the billing process, or fees owed to Freelancer.
Post false, inaccurate, misleading, deceptive, defamatory, offensive or illegal content.
Provide User Content, Post Jobs or Submit Jobs in such a way that it infringes upon or misappropriate any intellectual property right or proprietary right or right of publicity or privacy of any person.
Take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website)
Transfer your Freelancer account including feedback to another party without our consent.
Distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes.
Distribute viruses or any other technologies that may harm Users, the Site, or the interests or property of Users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful.
Download and aggregate User Content for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the Site into any other website without our prior written authorisation;
Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Site.
Copy, modify or distribute rights or content from the Site or collect information about Users.
Use any robot, spider, scraper or other automated means to access the Site.

9. MYCODER FEES

9.1 FEES FOR FREELANCERS

Service Fees. As set forth in the Fee and Charges, Freelancers will pay Algoji a service fee for the use of the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services, and facilitating dispute resolution. The Service Fees (to use the Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Job or when funds related to a Job are otherwise released to a Freelancer as required, Algoji will subtract Service Fees and then disburse funds to Freelancer. Freelancer hereby irrevocably authorizes and instructs Algoji to deduct the Service Fee from the advance payment by Client and pay Algoji on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than INR, there may also be a foreign currency conversion charge imposed by Algoji or an affiliate and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

Disbursement Fees. Freelancers will pay Algoji a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Algoji in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed under Fees and Charges on the Site as revised from time to time.

In addition to fees charged by Algoji, your disbursement method may also charge taxes, maintenance, or other account fees.

9.2 CLIENT FEES

Clients pay Algoji a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fees and Charges.

9.3 GST AND OTHER TAXES

Algoji may be required by applicable law to collect taxes or levies including GST (while some countries may refer taxes using other terms, e.g. VAT, we’ll just refer to GST, and any local sales taxes collectively as “GST”) in the jurisdiction of the User (the “Taxes“). In such instances, any amounts Algoji is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Algoji under the Terms of Service.

9.4 NO FEE FOR INTRODUCING OR FOR FINDING JOBS

Algoji does not introduce Clients to Freelancers and does not help Freelancers secure Jobs. Algoji merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Jobs that may be of interest. Therefore, Algoji does not charge a fee when a Freelancer finds a suitable Client or finds a Job. In addition, Algoji does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

10. PAYMENT TERMS AND ESCROW SERVICES

10.1 MYCODER ESCROW

Site provides features to Users to make advance payment for a Job, and to pay fees to Algoji (“MyCoder Escrow”).

MyCoder Escrow is simply the advance fee paid by the Client to MyCoder and Freelancer. MyCoder Escrow refers to the temporarily holding of funds, and disbursal to users based on Job completion. Payment made by client to avail Freelancer services is either disbursed to Freelancer, or refunded back to Client subject MyCoder Fees. Freelancer or Client do not manually need to request disbursal of funds (unless there is a dispute). Freelancer Fees are disbursed to Freelancer if Job is deemed completed by Client, and payment made by Client is refunded back if Job could not be completed.

MyCoder Escrow is not a banking account, digital wallet, or financial service.

As a Client registered on Site, you hereby authorize and instruct Algoji to deduct advance Fees for the Job for its management and handholding. When Client approves a Bid on Job, Client automatically and irrevocably authorizes and instructs Algoji or its Affiliates, to charge Client’s Payment Method for the Freelancer Fees.

Users accept and agree that Algoji has the right to withhold payments or impose penalty in case of compliance breach as per statutory obligations.

Algoji is not a bank or other licensed financial institution and do not provide banking services or any financial services to you. Algoji does not act as a trustee or fiduciary with respect to funds or payments. Algoji may commingle your funds with funds of other Users and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.

The detailed, step-by-step process on how jobs are managed and payments made is given below:

Client creates a job post with estimate of budget and timeline
Freelancer(s) make a bid on the Job with their own budget and timeline
Client may Accept the Bid. During the process of Accepting bid, client makes advance payment to the Freelancer (MyCoder Escrow)
Freelancer provides Job Submission as per agreed budget and timeline
Client may accept the Job Submission or ask for revision as per mutual understanding between Freelancer and Client
Both Client and Freelancer also have an option to file Dispute anytime during the job progress
MyCoder allows a max time of 14 day for client to accept Job Submission. In case client does not accepts or rejects job submission during 14 days, Freelancer fees are automatically disbursed.
MyCoder follows a bi-weekly payment disbursal cycle. Payments are released on first banking day of month, and on the 15th or immediate banking day after 15th of the month.

10.2 DISBURSEMENTS TO FREELANCERS ON JOBS

Freelancer Fees are available for disbursal to Freelancer on Acceptance of Job Submission by Client.

Algoji, in its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service

In addition, notwithstanding any other provision of the Terms of Service or the MyCoder Escrow and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Job; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by charging your Payment Method, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

11. NON-CIRCUMVENTION

11.1 User Obligations On Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation Algoji receives for making the Site available to you is collected through the Service Fee and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “MyCoder Relationship”). Algoji only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an MyCoder Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Recruitment Fee”). If you use the Site as an employee or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

Users agree to use the communication services available on the Site to communicate with each other only. You agree that, you (a) will use Site as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (such as phone number, slack, skype etc.) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Site; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications service, except as otherwise provided on the Site.

You agree to notify MyCoder immediately if a person suggests to you making or receiving payments other than through the Site in violation or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Algoji here.

11.2 OPTING OUT OF NON-CIRCUMVENTION

You may opt out of the obligations in Section 9.1 with respect to each MyCoder Relationship only if the Client or Freelancer pays Algoji a Recruitment Fee which is a minimum of INR 50,000 and up to INR 5,00,000 for each MyCoder Relationship.

You agree that the Recruitment Fee is 10% of the annual compensation that is offered by You to Freelancer. In case you do not hire Freelancer for regular work, the Recruitment Fee will be the sole discretion of Algoji based on the market value of the skills offered by Freelancer.

To inquire about or pay the Recruitment Fee, send an email message to [email protected]

You understand and agree that if Algoji determines, in its sole discretion, that you have violated Section 9.1, Algoji or its Affiliates may, to the maximum extent permitted by law (i) charge your Payment Method the Recruitment Fee (including interest) if permitted by law or send you an invoice for the Recruitment Fee (including interest), which you agree to pay within 30 days, (ii) close your Account and revoke your authorization to use the Site and Site Services, and/or (iii) charge you for all losses and costs (including any and all time of Algoji’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

12. RECORDS OF COMPLIANCE

Users will each create and maintain records to document (a) satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) related to Jobs and Freelancer Services for which you are paying or getting paid. Nothing in this subsection requires or will be construed as requiring Algoji to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Job. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Algoji’s part to store, backup, retain, or grant access to any information or data for any period.

13. WARRANTY DISCLAIMER

THE SITE AND SITE SERVICES IS PROVIDED ON AN “AS IS, WHERE IS” BASIS WITHOUT ANY WARRANTY OR REPRESENTATION WHATSOEVER. ALGOJI DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF OR INABILITY TO ACCESS OR USE THE SITE OR ANY INACCURACY THEREIN. FURTHER, ALGOJI SHALL NOT BE LIABLE FOR CLAIMS/DAMAGES IN CASE OF ANY ERROR, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE.

ALGOJI MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED AS TO THE RESULTS TO BE OBTAINED BY ANY USER FROM THE SITE OR SITE SERVICES. ALGOJI MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR SUITABILITY OR AVAILABILITY FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INFORMATION OR ITS CONTENT/SERVICES. SITE SERVICES IN GENERAL ARE NOT ERROR-FREE AND THE CUSTOMER AGREES THAT THE EXISTENCE OF SUCH ERRORS SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT.

14. INDEMNIFICATION AND LIMITATION OF LIABILITY

The USER shall defend, indemnify and hold Algoji, its employees and Affiliates harmless from and against, any and all suits, actions and proceedings, claims, liabilities, losses, damages, costs and expenses, including reasonable outside attorneys’ fees, arising directly or indirectly in connection with:

a)           Technical issue or disruption in our Site or Site Services
b)           Viruses or malicious software obtained by accessing or linking to our Site or Site Services
c)           the content, actions, or inactions of Users or third parties’ use of the Site or Site Services
d)           Disclosure of confidential information to any third party except with the written prior consent of the disclosing party
e) Actions taken with respect to your Account such as suspension or hold on disbursal of funds
f) Your reliance on User Content, or any material loss from User Content

15. AGREEMENT TERMS

15.1 AGREEMENT TERMINATION

Unless both you and Algoji expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected] In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed.

Algoji is not a party to any Job between Users. Consequently, User understands and acknowledges that (a) termination of this Agreement does not terminate or otherwise impact any Job or Job entered into between Users (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Jobs have completed on the Site; (c) Algoji will continue to perform those Site Services necessary to complete any open Job or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Jobs, whichever is later, to Algoji for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Jobs with you. You therefore agree as follows: IF ALGOJI DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, ALGOJI HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO JOBS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT ALGOJI WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

15.2 AGREEEMENT SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Algoji 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.

Algoji, in its sole discretion and as permitted or required by law, and to maintain Site Services, may retain some or all of your Account information.

15.3 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Algoji unless they are agreed in a written instrument signed by a duly authorized representative of Algoji or posted on the Site by Algoji. Email will not constitute a written instrument. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.4 SEVERABILITY; INTERPRETATION

If and to the extent any provision of this Agreement or the other Terms of Service 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.

15.5 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

15.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the India. The Agreement falls under the Jurisdiction of Delhi, India.

15.7 ACCESS OF THE SITE OUTSIDE THE INDIA

Algoji makes no representations that the Site is appropriate or available for use outside of the India. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, Indian, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the SEBI and RBI. 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 Indian origin products, including services or software.

15.8 CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from Algoji or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.