CUSTOMER TERMS OF SERVICE
Last Revised: July 21, 2015
Welcome to Crowdplat -- the service that connects freelance technology specialists with those who would like to engage a contractor to provide technology-related services from Crowdplat, Inc. (“Crowdplat,” “we,” “us” or “our”).
These Terms of Service (“Terms”) apply to your access and use of the mobile application (the “App”), website (“Site”) and other online products and services (collectively, the “Service”) of Crowdplat.
Accepting these Terms
BY DOWNLOADING THE APP OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS BELOW. Please read all of the terms before you use the Service. If a term does not make sense to you, please let us know. If you don’t agree to all of the terms below, you may not use the Service.
Modifications
We reserve the right to change these Terms from time to time. For example, we may need to change these Terms if we come out with a new feature. If we make changes, we will notify you by revising the date at the top of the policy and, in some cases, we will provide you with additional notice (such as adding a statement to our homepage or sending you an email notification). We encourage you to review these Terms periodically to stay informed about our practices.
Whenever we make changes to these Terms, they are effective when the revised Terms are posted unless we notify you otherwise. If you continue to use the Service after the revised Terms have been posted, then you will be deemed to have accepted the changes to these Terms.
Privacy Policy
For information about how we collect, use and share information about users of the Service, please see our Privacy Policy at http://coutsource.com/privacy
Description of the Service
Through the Service, you can post a request (an “RFP”) for development and other technology-related services you would like to have performed. Independent contractors with project management experience (“Project Managers”) can review your RFP and submit questions to you about the RFP, and compete with other Project Managers to perform the project described in the RFP (the “Project”) by submitting a proposal (each, a “Proposal”) that includes the milestones for the Project, the fees the Project Manager desires to be paid, and the Project Manager’s background and experience related to the Project. Through the Service you can review each Proposal and fees associated with each Milestone (as defined below), which includes Crowdplat’s applicable commission (the “Commission”).
You may submit questions to each Project Manager to clarify the Proposal’s contents, and award the project to a Project Manager at your sole discretion. The selected Project Manager will then assemble a team of other independent contractors who use the Service (each, a “Freelancer”) to perform the Project. Once the Project Manager confirms the team, the Service will record the final terms agreed upon between you and the Project Manager including the total fees to be paid to the Project Manager and the Freelancers(the “Fees”), the milestones that must be accomplished (each, a “Milestone”) to trigger payment of the application portion of the Fees to the Project Manager and applicable Freelancers (the “Milestone Fees”) and the Commission. The Fees, including each Milestone Fee, will be specifically allocated among the Project Manager and each applicable Freelancer. If additional help is required, Project Manager may add additional Freelancers to the team for your Project and allocate the Fees that would be paid to them. These Fees would be recorded by the Service and would come out of the original Fees allocated to the Project Manager.
You are responsible for your use of the Service. Project Managers and Freelancers are entirely responsible for any work or services they may perform for you. Crowdplat does not verify the accuracy or veracity of any information that a Project Manager may provide in a Proposal or otherwise provides to you, and will have no liability to you for any inaccurate or incomplete information that a Freelancer may provide to you.
For more information about the Service, please visit our “How It Works” page: http://coutsource.com
Creating Accounts
When you create an account you must maintain the security of your password and accept all risk that someone may access your account without your permission. If you discover or suspect any Service security breaches, please let us know as soon as possible. You represent and warrant to us that all information that you provide in connection with your account, including any payment information, is accurate, truthful, current and complete. Crowdplat reserves the right to deny any account at our discretion. If you are using Crowdplat on behalf of a company, you represent and warrant that you are authorized to accept these Terms and to create an account on behalf of that company, and such company will be liable for your violation of these Terms.
Payment
Once you award the project, you are responsible for paying the applicable Fees for the Project, including any portion thereof. We will send you an invoice equal to the Milestone Fees for the first two Milestones of the Project and the Commission, and will receive and hold the money in escrow. Upon confirmed that a Milestone is completed, we will pay to the Project Manager and the Freelancers the applicable Milestone Fees allocated to them and send you invoice for the subsequent Milestone Fees.
You agree to make all payments to a Project Manager or Freelancer through the Service and you will not pay any Project Manager or Freelancer by any means other than through the Service.
If you are not satisfied with the deliverables provided to you for any Milestone after providing the Project Manager sufficient time to correct any aspect of the Milestone that does meet any applicable specifications, you may notify us of your dissatisfaction and you will be refunded any Milestone Fees that have not yet been paid to the Project Manager or Freelancers.
Right to Use the Service
On the condition that you fully comply with these Terms, Crowdplat grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Service for your own personal use.
Except as expressly authorized by these Terms, you may not (a) modify, disclose, alter, translate or create derivative works of the Service, (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Service, (c) disassemble, decompile or reverse engineer any of the software components of the Service, (d) copy, frame or mirror any part of the Service, (e) interfere with or disrupt the integrity or performance of the Service, or (f) attempt to gain unauthorized access to the Service or its related systems or networks.
Prohibited Use of the Service
You may not post or otherwise make available on or through the Service any of the following:
Private information of any other persons (including names, email addresses, phone numbers, Social Security numbers and financial information);
Content that is libelous, defamatory, abusive, offensive or hateful;
Content that is obscene, pornographic, indecent or sexually explicit, depicts graphic, excessive or gratuitous violence;
Content that is illegal, harmful or offensive or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
Content that may infringe, misappropriate or violate any intellectual property rights, rights of privacy, rights of publicity or any other rights of others;
Viruses, corrupted data or other harmful, disruptive or destructive files or code;
Content that, in Crowdplat’s judgment, is objectionable, may restrict or inhibit another user from enjoying the Service or may expose Crowdplat or users of the Service to harm or liability of any type; and/or
Content that you are contractually or legally required to keep confidential.
Also, you may not do any of the following in connection with the Service or other users:
Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service;
Collect any personal information about other users;
Intimidate, threaten, stalk, bully or otherwise harass other users;
Post spam or commercial messages through the Service;
Create an account or post an RFP if you are not over 18 years of age;
Use the Service for any illegal or unauthorized purpose or to engage in, encourage or promote any activity that is unlawful or that violates these Terms; or
Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Service, its users, or third parties.
Your use of the Service is at your own risk. Crowdplat is not responsible or liable for the conduct of, or your interactions with, any other users of the Service (whether online or offline) or for any related damage or harm. As a provider of interactive services, Crowdplat is not liable for the content of any RFPs or Proposals. Although we have no obligation to screen, edit or monitor RFPs or Proposals, we reserve the right, and have the discretion, to screen, edit or remove any RFPs or Proposals at any time, for any reason and without notice.
Disputes between You and a Freelancer
The Service is merely a neutral means of connecting you with Project Managers and Freelancers. We do not represent or warrant that any Project Manager or Freelancer will meet your expectations in performing any services or creating any deliverables related to a Project, and we do not represent or warrant that any Milestones will meet any applicable specifications. Any dispute that you may have regarding a Project is between you and the applicable Project Manager or Freelancer.
Please report any suspected illegal or unethical behavior by a Freelancer during the performance of a Project to by contacting administrative support via the Service or email at: admin@crowdplat.com.
Reporting and Removal
Crowdplat users may report content to Crowdplat that they think violates these Terms, and Crowdplat may remove such content, suspend or terminate the account of the user who posted or otherwise made available such content and/or take additional action to enforce these Terms against such user.
Also, in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Crowdplat has adopted a policy of terminating, in appropriate circumstances and at Crowdplat’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Crowdplat may also at its sole discretion limit access to the Service or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that anything on the Service infringes upon any copyright that you own or control, you may file a notification with Crowdplat’s Designated Agent as set forth below:
Designated Agent: Sahil Sarosh
Address of Designated Agent: 6701 Koll Center Pkway, Pleasanton, CA 94566
Email Address of Designated Agent: ssarosh@crowdplat.com
Phone number of Designated Agent: (408) 479-3801
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Crowdplat or the alleged infringer as the result of Crowdplat relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Crowdplat’s Rights
As between you and Crowdplat, all information, materials and content of the Service, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms and other content is owned by Crowdplat or is used with permission. When you create, share, link to, post or otherwise make available to the Service any RFP or other content, you grant us a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such RFPs and other content throughout the world in any manner or media, on or off the Service. Crowdplat reserves all rights not expressly set forth in these Terms. You hereby irrevocably waive in favor of Crowdplat any and all moral rights that you may possess in or to any RFPs or other content made available to the Service by you.
Rights in Deliverables
As between you and Crowdplat, you will retain any and all intellectual property rights in and to any deliverables created for you by the applicable Project Manager and Freelancers.
Feedback
Any suggestions, comments or other feedback you give us about the Service (the “Feedback”) will constitute our confidential information. We are free to use, disclose, reproduce, license, distribute and exploit this Feedback as we see fit, without compensation to you or any obligation or restriction because of any intellectual property rights or otherwise.
Disclaimers
EXCEPT AS REQUIRED OTHERWISE OF CROWDPLAT BY APPLICABLE LAW, THE SERVICE AND ANY OTHER SERVICE AND CONTENT OR MATERIALS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING PROPOSALS AND ANY DELIVERABLE PROVIDED TO YOU BY A PROJECT MANAGER OR FREELANCER) ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ANY AND ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), AND ALL OTHER TERMS WHICH MAY BE IMPLIED INTO THESE TERMS BY LAW, WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING PROPOSALS AND DELIVERABLES).
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CROWDPLAT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROPERTY, PHYSICAL LOSSES, DEATH OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE (INCLUDING ANY RFP OR PROPOSAL), AND/OR THIRD-PARTY SERVICES OR MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF CROWDPLAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
FOR ANY LOSS OR DAMAGE THAT IS NOT EXCLUDED UNDER THESE TERMS, THE TOTAL LIABILITY OF CROWDPLAT AND ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND INVESTORS WILL NOT EXCEED ANY FEES THAT YOU MAY HAVE PAID TO CROWDPLAT IN THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH THE LOSS OR DAMAGE AROSE.
Indemnification
You will defend us from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, and indemnify us for any damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to any of your conduct with respect to the Service or your violation (or alleged violation) of these Terms or the rights of any third party by you or any person using your Crowdplat account.
Third Party Software
The software you download consists of a package of components, including certain third party software provided under separate third party license terms. Your use of this third party software in conjunction with the App in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable third-party license terms, and nothing in these Terms is intended to impose further restrictions on your use of this third-party software.
Changes to the Service
Crowdplat reserves the right in our discretion to review, improve, change or discontinue, temporarily or permanently, the Service and/or any features, information, materials or content on the Service with or without providing notice to you. Crowdplat will not be liable to you or any third party for any changes or discontinuance of the Service or any part of the Service.
Consent to Electronic Communications
By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@crowdplat.com.
Suspension and Termination
Crowdplat may suspend or terminate your rights to access or use the Service (including any App) for any reason or for no reason at all and with or without notice at Crowdplat’s discretion. Suspension or termination may include restricting access to and use of one or more Apps. All of the terms of these Terms (excluding the license grant) will survive any termination or suspension.
Governing Law; Arbitration
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH CROWDPLAT AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CROWDPLAT.
These Terms shall be governed by and construed in accordance with the laws of the State of California and the United States of America, without resort to any conflict of law provisions.
In the event of any controversy or claim arising out of or relating in any way to these Terms or the Service, you and Crowdplat agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in Santa Clara County, California. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and Crowdplat are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Whether the dispute is heard in arbitration or in court, you and Crowdplat will not commence against the other a class action, class arbitration or other representative action or proceeding.
If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Santa Clara County, California. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.
For any disputes that are not handled by arbitration, you agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Santa Clara County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms or the use or the Service.
Publicity
You consent to our use of your name and logo on the Service and our marketing materials identifying you as a user of the Service, and you agree that we may issue a press release identifying you as a user of the Service.
General
Enforcement of these Terms is solely at Crowdplat’s discretion. Failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void or otherwise unenforceable (including the warranty disclaimers and liability limitations above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. The section headings of these Terms are for reference purposes only and will not affect the meaning or interpretation of these Terms.
These Terms (and the other policies and terms referred to above) make up the entire agreement between you and us regarding the Service, and they supersede any prior agreements that may have been made.
Contact Us
If you have any questions about these Terms, please email us at support@crowdplat.com or send a letter to:
Crowdplat, Inc.
888 Water Walk,
Milpitas, CA 95035
Notice for California Users
If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the address above with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
NOTICE REGARDING APPLE
Notwithstanding any terms to the contrary in these Terms, the following additional terms will apply to the download of the App for use on the iPhone, iPod Touch or iPad:
You and Crowdplat acknowledge that the terms are solely between you and Crowdplat, and not with Apple, Inc. (“Apple”), and that Crowdplat, not Apple, is solely responsible for the Service, the content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). You acknowledge and agree that the availability of the App is dependent on the third party from which you received the App, e.g., the Apple iPhone App Store (“App Store”). You agree to pay all fees charged by the App Store in connection with the App (if any). You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service (“Apple Usage Rules”) as of the date you download the App. In the event of any conflict between the terms and conditions of the Apple Usage Rules and the terms and conditions of these Terms, the terms and conditions of the Apple Usage Rules will govern if they are more restrictive.
Scope of License
The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod Touch or iPad that you own or control as permitted by the Apple Usage Rules.
Maintenance and Support
Crowdplat is solely responsible for providing maintenance and support services with respect to the App. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Warranty
You acknowledge and agree that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you, and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. You also acknowledge and agree that to the extent that there are any applicable warranties, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty, such will be the sole responsibility of Crowdplat. However, you understand and agree that, in accordance with these Terms, Crowdplat has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App, except those implied by law.
Product Claims
You and Crowdplat acknowledge and agree that as between Apple and Crowdplat, Crowdplat, not Apple, is responsible for addressing any of your claims or any third party claims relating to the App or your possession and/or use of the App, including, but not limited to (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
Intellectual Property Rights
You and Crowdplat acknowledge and agree that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Crowdplat, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
Legal Compliance
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Developer Name and Address
Any end-user questions, complaints or claims with respect to the App should be directed to:
Crowdplat, Inc.
888 Water Walk,
Milpitas, CA 95035
Email: ssarosh@crowdplat.com
Third Party Beneficiary
The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce any of the terms and conditions of these Terms against you as a third-party beneficiary thereof. However, the right of Crowdplat to terminate, rescind or make any change to these Terms is not subject to the consent of any other person.