User Terms of Service
Welcome to our website www.buildateam.io (the “Website”) which is owned and operated by Build-A-Team, Inc. (hereinafter we use “Buildateam”, “we” or “our” for Build-A-Team, Inc.)! We call all the services on the Website, its subdomains and applications, whether accessed directly or through another application, as the “Service(s)”. These Terms of Service apply to visitors and users of our Services being freelancers, independent contractors, agencies and its employees, subcontractors (“user” or “you”).
By accessing, browsing or using this Website and Services, you are agreeing to be bound by these Terms of Service (“Terms”) and all applicable laws and regulations. If you do not agree with any part of these Terms, you shall not use or access this Website and our Services.
These Terms contain important information regarding the use of the Website, and Services, your rights and obligations. Please read them carefully.
1. Privacy Policy
The collection, use and protection of your personal information are regulated by the Privacy Policy, which is an integral part of these Terms. The Privacy Policy shall have the same effect as the Terms.
2. Registration of the Account
If you want to use all our Services, you will need to create an account on the Website. To register an account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts.
You can use our Services, if you provide your full and true name and email address. You shall update your contact details to keep it accurate and correct. You shall be responsible for security of your account on the Website and keeping your password confidential.
3. Engagement
3.1 User Services
As a registered user you agree to perform tasks (the “Engagement”) that we or our clients can request in Assignment Orders. You consent to perform your obligations as specified by any Assignment Order that you accept. An Assignment Order shall indicate your Engagement description, your fees and other details. We may also request you to sign agreement for provision of services which will also govern our relationships.
You agree that when our clients request your services, we will not be a party to the Assignment Order.
You will perform your services in a professional and workmanlike manner and timely deliver your Engagement results as specified in the Assignment Order. Unless otherwise agreed in writing, you shall perform your services exclusively by you. When performing your services, you are solely responsible for any equipment and materials needed for a particular Engagement. All your services and works performed under these Terms and Assignment Orders shall be original and shall not infringe intellectual property rights of any other party. You shall at all times comply with all applicable laws, including international treaties.
3.2 Payment and Refunds
We will pay your fees that are payable to you for the Engagement. If we issue refunds or credits to our clients for the Engagement, we may require you to return proportional amounts of fees we paid you for the Engagement within 30 days of notice to you or we may deduct proportional amounts of such refunds or credits from our next payment to you.
3.3 Proprietary Rights.
We shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any inventions, works of authorship, designs, know-how, ideas and information (collectively ‘Inventions’) developed in providing services to us or our clients. You shall promptly disclose and provide all such Inventions to us. All such Inventions shall be deemed work for hire to the extent legally allowable and you hereby make all assignments needed to ensure our ownership. You shall assist us (or our client at our request) in recording and perfecting such assignments and in protecting rights assigned. You hereby appoint us irrevocably as your agent and attorney-in-fact coupled with an interest to execute and file documents and do any other lawful acts in your behalf to accomplish these ownership provisions and objectives.
You agree that all Inventions you develop and all business, technical and financial information you gather in providing services to us or our clients (including identities and information about our clients, employees and consultants) constitute ‘proprietary information.’ You shall not disclose or use any such item except as needed in performing such services unless it is publicly available without restriction through no act of yours. Upon termination or as we request, you shall promptly turn over to us all items containing or embodying proprietary information. You acknowledge that you have no expectation of privacy as to telecommunications, networking systems, information processing systems, computer files, hardcopy files, email messages and voice messages pertinent to services performed for us and our clients. You agree that we may monitor all such items at any time without notice.
While providing services under these Terms/Assignment Orders and for one year after their termination you shall not without our written consent: (i) hire or solicit for hire any of our employees or consultants or those of any of our clients; or (ii) work for any of our clients to which you were introduced or referred in connection with such services. For each breach of this section, you shall pay us $30,000 as liquidated damages. You agree that damages from such breach would be difficult to determine and that $30,000 is best reasonable estimate we can reach between us as of the date of these Terms. You may not in any case perform services for third parties where doing so entails a conflict of interest in your obligations to us.
To the extent legally allowable, Inventions as defined above and licenses granted to us under these Terms shall include all rights of paternity, integrity, disclosure and withdrawal as well as rights known as ‘moral rights,’ ‘artist’s rights,’ and the like. Notwithstanding your rights of publicity, privacy or otherwise anywhere in the world, you authorize us in perpetuity to use your name, picture, portrait, photograph, video or likeness in any medium to promote our business, without further compensation, specific approval or restrictions on alterations and derivations. To whatever extent the foregoing is legally ineffective, you hereby issue all ratifications and consents needed to accomplish its purpose and you shall confirm this from time to time as we request. You shall secure parallel ratifications, consents and authorizations from all third parties involved in providing your services to us or our clients.
To whatever extent services, Inventions or information you provide under these Terms utilize technology or intellectual property owned by or licensed to you and not assigned to us here, you hereby grant us and our successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive and sub-licensable license for its use in exploiting such Services.
3.4 Confidentiality
The user agrees to protect the secrecy of the Confidential Information disclosed by us or our clients with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. The user shall 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. The user shall use the Confidential Information only as necessary for the provision of services and performance of works under these Terms and Assignment Orders.
4. Use of the Website
You may use our Website in the manner permitted by these Terms. Use of the Website and Services, any content or materials on the Website for any purpose not expressly permitted in these Terms is prohibited. You must not:
• use this Website or its contents for any non-authorized commercial purpose;
• use the Website and its contents in any way that is unlawful, illegal, fraudulent or harmful;
• use the Website in any way or take any action that causes, or may cause, damage to Buildateam or impairment of the performance, availability or accessibility of the Website;
• download, send, transmit or in any other way post and/or distribute any content that is illegal, harmful, slanderous, unethical or violates intellectual property rights, promotes hatred and/or racial, ethnic, sexual, religious or social discrimination or is insulting to any persons and/or organizations;
• violate third party rights, including without limitation, clients, agents, partners of Buildateam, and/or cause harm in any way;
• use our Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
• download, send, transmit or otherwise post and/or distribute unauthorized advertising information, spam (including spamdexing), lists of e-mail addresses of other people, pyramid schemes, multilevel marketing (MLM), Internet earning systems and e-mail businesses, chain letters as well as use the Website for participation in any of the above;
• collect and store personal information of other users and clients without their proper authorization;
• otherwise violate these Terms as well as any applicable laws and international treaties.
If we have reasons to believe that your use of this Website is fraudulent and/or illegal, we are entitled in our sole discretion to block, suspend or delete your account in accordance with Termination clause. If you have conducted any fraudulent and/or illegal activity, Buildateam reserves the right to take any necessary legal action and you may be liable for monetary losses to Buildateam.
5. Termination
Without any other rights or remedies, if we have reasons to believe that your use of this Website is fraudulent and/or illegal, we are entitled in our sole discretion to block, suspend or delete your account or deny the use of any service or contents.
We have the right to terminate these Terms or our Services immediately with or without prior notice to you. In case of termination without cause, we will pay your designated fees or part of fees for actually rendered works or part of works.
You may terminate your account or your services for any reason upon 30 days’ prior written notice. You shall provide us with all work product and other material developed in providing services to us or our clients.
If your account is closed, you will have no access to your data, messages and files that you keep on the Website. We may retain your data, messages, files, your content and personal information as long as it is necessary or required by applicable law.
6. Warranty Disclaimer
Any access and use of the Website and Services is at your own risk. We will not be liable to you if the Website, Services and contents are inaccessible or unavailable in whole or in part for any reason beyond our reasonable control or because we are carrying out maintenance, upgrades, developments or the like.
Our Website and all content are provided “as is” and “as available”. Under no circumstances shall we be liable for any errors or omissions in the content or information on the Website. We cannot ensure that the content and information provided on the Website is accurate, correct, true, reliable, exhaustive or complete on every subject.
7. Limitation of Liability
Under no circumstances shall Buildateam, our employees, directors, agents, be liable to any person or entity whatsoever for any direct, indirect, incidental, consequential or punitive damages or any damages or losses whatsoever.
Under no circumstances shall we be held liable for any delay or failure or disruption of the content or Service delivered through the Website resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, server errors, misdirected or redirected transmissions, electrical power failures or other force majeure circumstances.
8. Indemnification
You agree to indemnify and hold Buildateam harmless from any and all claims, damages, losses or liabilities, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your breach of these Terms, your acts or failures to act, your content and your use of our Services.
9. Arbitration
Except for temporary or preliminary injunctive relief to avoid immediate and irreparable harm, the parties hereby waive rights to seek primary relief from courts of law as to grievances concerning these Terms. Except again for temporary or preliminary injunctive relief to avoid immediate and irreparable harm, the parties agree that grievances may be submitted for binding arbitration with the American Arbitration Association (AAA) and may not be submitted to any other forum. There shall be one arbitrator. Grievances may be submitted for such arbitration only within statute of limitation periods applicable under law to claims in question. Disputes regarding statutes of limitation shall be resolved through arbitration as specified above. Claims shall be deemed submitted on the date when a party serves the written request for arbitration on the other party unless AAA rules require otherwise. The decision of the arbitrator will be final, non-appealable and binding on all parties.
This arbitration provision shall be construed as broadly as possible and shall cover non-contractual as well as contractual claims. Disputes regarding its applicability shall be resolved by arbitration as provided above. Arbitrators will have no power to award damages excluded under these Terms. Arbitration awards and orders concerning these Terms may include the equivalent of injunctive relief and specific performance orders. Arbitration awards and orders may be enforced in any court of competent subject matter jurisdiction and the parties hereby waive any objections to such enforcement. A party refusing to comply with an arbitration award or order shall be liable for costs, including attorney fees, incurred by the other in enforcing the award.
10. Venue and Governing Law
Except for actions to enforce a court order or an arbitration award, all arbitration and other legal proceedings concerning these Terms shall take place in the County of Queens, State of New York or as nearby as is practicable. Laws of the State of New York, excluding its law on choice of law, shall govern these Terms and disputes under it.
11. No partnership or Agency
These Terms do not create a partnership or agency relationship between you and Buildateam. You have no authority to enter into written or oral (whether implied or express) contracts on behalf of Buildateam.
12. Responsibility Concerning Employees and Subcontractors
You are solely liable for actions (inactions) of your employees and subcontractors engaged by you in rendering works and services under these Terms. You shall require that all such employees and subcontractors execute written agreements to comply with these Terms and our rights, including provisions on confidentiality and intellectual property. You shall ensure that your employees and subcontractors at all times comply with these Terms. You, not Buildateam or our clients, shall be responsible for paying wages and taxes as required by any applicable legislation. You shall comply at your own expense with applicable labor, safety and workplace laws and regulations.
This arbitration provision shall be construed as broadly as possible and shall cover non-contractual as well as contractual claims. Disputes regarding its applicability shall be resolved by arbitration as provided above. Arbitrators will have no power to award damages excluded under this TOS. Arbitration awards and orders concerning this TOS may include the equivalent of injunctive relief and specific performance orders. Arbitration awards and orders may be enforced in any court of competent subject matter jurisdiction and the parties hereby waive any objections to such enforcement. A party refusing to comply with an arbitration award or order shall be liable for costs, including attorney fees, incurred by the other in enforcing the award.
13. Local Rules and Regulations
While performing Services under these Terms and Assignment Orders, you agree to comply with all local laws regulating provision of services, employment and other applicable laws. You are responsible for all applicable taxes and levies that can be imposed by your local government.
14. Notices
Any notice or other communication given or made under or in connection with the matters contemplated by these Terms shall be in writing and sent electronically.
15. Miscellaneous
If any provision of the Terms is held to be invalid, the remaining provisions shall remain valid and be enforced.
You may not assign or transfer these Terms without prior written consent of Buildateam. Buildateam may assign or transfer these Terms, in its sole discretion, without restriction.
16. Modifications
You acknowledge and agree that we may revise these Terms at any time and in our sole discretion by posting the relevant revised and restated Terms on the Website. When revised Terms come into effect, the revised Terms shall supersede the previous version of the Terms.
By continuing to access or use the Website and Services, you are indicating that you agree to be bound by the revised Terms. If you do not agree to continue to use the Website or Services on basis of the revised Terms, please cease to use our Website and Services.