MyKorzi Terms of Service
Last updated: November 15, 2017
These Terms of Service constitute a legally binding agreement between you and MyKorzi, LLC. ("Company" or "MyKorzi") governing your use of the MyKorzi Platform (as defined below), Company's website (myKorzi.com or the "Site") or mobile applications. The platform services provided by Company, the Site and mobile applications together are collectively referred to in these Terms of Service as the "MyKorzi Platform."
1. MyKorzi Platform Connects Service Providers and Clients
The MyKorzi Platform is a web-based platform which enables the connection between Clients and Service Providers. "Clients" are individuals and/or businesses seeking to obtain task services ("Projects") from Service Providers and are therefore clients of Service Providers, and "Service Providers" are individuals and/or businesses seeking to perform Projects for Clients. Clients and Service Providers together are hereinafter referred to as "Users." If you agree on the terms of a Project with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.
SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OF COMPANY. COMPANY DOES NOT PERFORM PROJECTS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM PROJECTS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A SERVICE PROVIDER'S WORK AND IS NOT RESPONSIBLE FOR THE WORK PERFORMED OR THE PROJECTS IN ANY MANNER.
The MyKorzi Platform only enables connections between Users for the fulfillment of Projects. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Projects, Service Providers, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Projects requested and services provided by Users identified through the MyKorzi Platform whether in public, private, or offline interactions.
2. User Representation and Warranties
Service Providers additionally represent and warrant that you will provide timely, high quality services to your Clients, you will only offer and provide services for which you have the necessary skills and expertise and you will provide the services safely.
3. Contract between Clients and Service Providers
You acknowledge and agree that a contract (the "Service Agreement") is formed when you agree on the terms of a Project with another User. The terms of the Service Agreement include the terms set forth in this Section 2, the engagement terms proposed and accepted on the MyKorzi Platform, and any other contractual terms accepted by both the Service Provider and their Client to the extent such terms do not conflict with the terms in this Agreement including this Section 2 and do not expand Company's obligations or restrict Company's rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Service Provider.
The Client shall pay their Service Provider directly for completed Project services through the PSP (as defined below) as indicated on the MyKorzi Platform at the rates agreed to by the parties in the Service Agreement. Each party agrees to comply with this Agreement during the engagement, performance and completion of a Project. Both parties agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceeding between the parties.
4. Billing and Payment
Users of the MyKorzi Platform contract for Projects directly with other Users. Company will not be a party to any contracts for Projects or services. Payment for Project services through the MyKorzi Platform is made directly from the Client to the Service Provider and not by Company. If a Client fails to pay a Service Provider for services provided through the MyKorzi Platform, Company may, in its sole discretion, pay the Service Provider for such services but Company is not obligated to do so. Notwithstanding the foregoing, Company is not obligated to pay Service Provider for Client's failure to pay for services.
Users of the MyKorzi Platform will be required to provide their credit card and/or bank account details to Company and the Payment Service Provider retained by Company (the "PSP"). Service Providers are responsible for invoicing their Clients within 24 hours of the work being performed even if the Project is not completed in its entirety or is designed as "ongoing". Clients will be responsible for paying the invoice for each Project (the "Invoice"), which will include (i) the pricing terms of the Project agreed with and provided by a Service Provider ("Project Payment"), (ii) any out of pocket expenses agreed with and submitted by a Service Provider in connection with the Project, (iii) any tip or gratuity, if applicable, (iv) the service charge Company assesses for the MyKorzi Platform, variable based on the Project Payment amount, and (v) the platform fee (sometimes referred to as Trust & Support Fee), which is used to offset Company's cost of providing Users with customer support, and other various business objectives, and (vi) cancellation fees, if applicable.
When Client receives confirmation through the MyKorzi Platform or via email that a Project has been completed, Client automatically authorizes Company to provide Client's payment details to the PSP for processing of Project Payment, out of pocket expenses owed to Service Provider, and the service charge and trust and support fees owed to Company for the use of the MyKorzi Platform. You may be charged a cancellation fee through the PSP if you book a Project, but cancel it before it is completed, as set forth in the Project pricing terms or if you agree to perform a Project but fail to complete it, as may be set forth in the Project pricing terms.
Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or Service Provider or upon notice of any potential fraud, unauthorized charges or other misuse of the MyKorzi Platform, to (i) place on hold any Project Payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.
Project Payment and fees must be paid through the PSP as indicated on the MyKorzi Platform.
Users of the MyKorzi Platform will be liable for any taxes (including VAT, if applicable) required to be paid on the Project services provided under the Agreement (other than taxes on Company's income).
The MyKorzi Platform is only a venue for connecting Users. Because Company is not involved in the actual contact between Users or in the completion of the Project, in the event that you have a dispute with one or more Users, you release Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS MYKORZI PLATFORM.
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."
6. Acceptable Use
Without limitation, while using the MyKorzi Platform, you may not:
- Make any solicitations for employment opportunities or otherwise engage in any employment recruiting activities.
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Company staff, or use information learned from the MyKorzi Platform or during the performance of Projects to otherwise defame, abuse, harass, stalk, threaten, intimidate or mislead, or otherwise violate the legal rights of any other User or Company staff outside of the MyKorzi Platform.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information on the MyKorzi Platform.
- Use the MyKorzi Platform for any purpose, including, but not limited to posting or completing a Project, in violation of local, state, national, or international law.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Advertise or offer to sell any goods or services for any commercial purpose through the MyKorzi Platform which are not relevant to the Project services offered through the MyKorzi Platform.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
- Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the MyKorzi Platform.
- Imply or state that any statements you make are endorsed by Company, without the prior written consent of Company.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the MyKorzi Platform in any manner.
- Hack or interfere with the MyKorzi Platform, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the MyKorzi Platform for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company.
- Upload content to the MyKorzi Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
- Use the MyKorzi Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the MyKorzi Platform as set forth herein.
- Use the MyKorzi Platform to collect usernames and or/email addresses of Users by electronic or other means.
- Use the MyKorzi Platform or the Project services in violation of this Agreement.
- Attempt to circumvent the payments system or service fees in anyway including, but not limited to, processing payments outside of the MyKorzi Platform, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
- Register under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities.
- Cause any third party to engage in the restricted activities above
You understand that all submissions made to public-facing portions of the MyKorzi Platform will be public and that you will be publicly identified by your name or login identification when communicating, and Company will not be responsible for the action of any Users with respect to any information or materials posted in the MyKorzi Platform.
7. Termination and Suspension
Company may terminate, limit or suspend your right to use the MyKorzi Platform in the event that we believe that you have breached this Agreement (a "User Breach") by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.
Even after your right to use the MyKorzi Platform is terminated, limited, or suspended, this Agreement will remain enforceable against you.
Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the MyKorzi Platform at its sole discretion. Except for refundable fees you have advanced to Company (if any), Company is not liable to you for any modification or discontinuance of all or any portion of the MyKorzi Platform. Notwithstanding anything to the contrary in this Section 8, Company has the right to restrict anyone from completing registration as a Service Provider if Company believes such person may threaten the safety and integrity of the MyKorzi Platform, or if, in Company's discretion, such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time by ceasing all use of the MyKorzi Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
8. Account, Password, and Security
You must register with Company and create an account to use the MyKorzi Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the MyKorzi Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.
9. Worker Classification and Withholdings
AS SET FORTH IN SECTION 1, COMPANY DOES NOT PERFORM PROJECTS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM PROJECTS. Each User assumes all liability for proper classification of such User's workers based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, control or monitor a Service Provider's work or Projects performed in any manner. Company does not set a Service Provider's work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Project. Company does not provide any supervision to Users.
The MyKorzi Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users' Project services.
10. Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that Users see or read through the MyKorzi Platform is owned by Company, excluding User generated content that Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Proprietary Material. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the MyKorzi Platform without Company's express prior written consent. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the MyKorzi Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
11. Intellectual Property Rights for Photography Projects
If you engage a Service Provider for a Project involving the provision of photography skills, you acknowledge and agree that, unless otherwise set forth in writing in a separate agreement between you and the Service Provider, you will not receive any intellectual property ownership rights in the resulting photographs. However, you will receive a perpetual, irrevocable, non-exclusive license to use and display the resulting photographs.
12. Copyright Complaints and Copyright Agent
Company respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the MyKorzi Platform infringe upon your copyright or other intellectual property right, please send the following information to Company's Copyright Agent at: MyKorzi, LLC: [insert address], or copyright@myKorzi.com:
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the MyKorzi Platform where the material you claim is infringed is located. Include enough information to allow Company to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
13. Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Company and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Company upon termination of this Agreement for any reason whatsoever.
The term "Confidential Information" shall mean any and all of Company's trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Company's business, operations and properties, including information about Company's Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
14. Disclaimer of Warranties
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE MYKORZI PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE MYKORZI PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE MYKORZI PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE MYKORZI PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE MYKORZI PLATFORM WILL BE UNINTERRUPTED OR THAT THE MYKORZI PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MYKORZI PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY PROJECT OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE MYKORZI PLATFORM. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE MYKORZI PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
15. No Liability
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE MYKORZI PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE THE MYKORZI PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE MYKORZI PLATFORM OR THE PROJECT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE MYKORZI PLATFORM.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
You hereby agree to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, successors and assigns, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your use or inability to use the MyKorzi Platform or Project Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law the rights of any User or third party (iv) any content submitted by you or using your account to the MyKorzi Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.
17. Changes to this Agreement and the MyKorzi Platform
18. General Provisions
Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement will be governed by, and will be construed under, the laws of the State of Washington, without regard to choice of law principles. Venue for all disputes will be the state and federal courts located in King County, Washington.