By checking this box, you are entering into this Gigs Facilitation Agreement for Client (the "Agreement") with Experts Exchange LLC, a Nevada limited liability company ("Experts Exchange"). You agree to be bound as the Client of consulting services ("Client") as outlined in this agreement. Experts Exchange is a technology help website which provides various types of memberships through which its members ("Members") can access and provide technology advice and other services, including via a Gigs Service-Specific Agreement (the "Service Agreement") for consulting services to be performed by another Member. Client, as a Member of Experts Exchange, desires to engage the services of the Freelancer indicated below (the "Freelancer"), another Member, for specific consulting services (the "Services") under a Service Agreement; and Experts Exchange, as the facilitator of the Service Agreement between Client and Freelancer, wishes to set forth the terms and conditions under which the Services will be provided;
NOW, THEREFORE, Client and Experts Exchange hereby agree as follows:
1. Experts Exchange's Relationship with Client and Freelancer
- Subject to the terms and conditions set forth in this Agreement and the Service Agreement between Client and Freelancer, the terms of which are incorporated herein by this reference, Client hereby understands and agrees that Experts Exchange is the facilitator of the Service Agreement, and is not the employer of the Freelancer for the purposes of this Agreement. The parties acknowledge that Freelancer is not acting on behalf of or representing Experts Exchange, and that Experts Exchange is simply acting as a passive connector between Freelancer and Client and makes no representations or warranties as to Freelancer's knowledge, expertise or fitness to provide the Services. If Freelancer is otherwise employed by Experts Exchange, then work performed under this Agreement shall be done on Freelancer's own time and shall not be deemed work performed in the course of Freelancer's role as an Employee of Experts Exchange. Opinions expressed and advice given by Freelancer are not endorsed by Experts Exchange, and Experts Exchange shall not be liable therefor.
- The parties also agree that this Agreement does not create an independent contractor relationship between Experts Exchange and Freelancer, or Experts Exchange and Client. Instead, the parties agree that the independent contractor relationship created by this arrangement for Services is between Client and Freelancer, as set forth in the Service Agreement.
- It is expressly understood that Experts Exchange has no fiduciary obligation to Client, but instead a contractual one described by the terms of this Agreement. Client expressly agrees that under no circumstances will this role be compromised or inaccurately represented.
2. Compensation and Reimbursement
- Facilitation Fee: In consideration of the facilitation services to be provided by Experts Exchange to Client hereunder, Experts Exchange shall receive the current rate of fees that are based upon Client's membership type ("Usage Fees") in addition to a percentage of the fee paid by Client to Freelancer under the Service Agreement ("Facilitation Fees") which is outlined on http://support.experts-exchange.com/customer/portal/articles/2254644-gigs-pay-structure (collectively, "Experts Exchange Fees"). Upon acceptance of the proposal, the full proposal amount, including Facilitation Fees, plus Usage Fees shall be automatically charged to Client's Payment Method (as defined in Experts Exchange's Terms of Use (www.experts-exchange.com/terms.jsp), unless another payment method is provided at the time that the Service Agreement is entered into. If Freelancer provides any additional work to Client that is not covered by the Services Agreement but that would normally be charged for by Freelancer, then Experts Exchange shall receive 25% of any additional fee paid, or 25% of the value of any nonmonetary compensation given to Freelancer by Client (the "Additional Facilitation Fees"). Freelancer is required to remit any Additional Facilitation Fees.
- Expenses: Experts Exchange shall not be responsible for any expenses incurred by Freelancer in connection with performing the Services.
- Non-Circumvention: Client agrees that they, and all of their affiliated companies, agents, employees, successors in interest or assigns, will not, during the term of this Agreement, engage in any efforts to circumvent payment of the Facilitation Fee or any Additional Facilitation Fees ("Circumvention Conduct"). Circumvention Conduct includes, but is not limited to, side agreements with Freelancer for additional work performed during the term of the Services Agreement. Any Circumvention Conduct is grounds for cancellation of Client's membership with Experts Exchange, without refund.
- Refund Policy: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS EXCEPT AS STATED IN THE SERVICE AGREEMENT.
3. Indemnification
Notwithstanding any other term of this Agreement, Client shall indemnify, defend and hold harmless Experts Exchange, its corporate affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, agents and their respective successors, heirs and assigns (the "Indemnitees"), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation, reasonable attorneys' fees and other costs and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of this Agreement and/or the Services Agreement (including, but not limited to, actions based on infringement or misappropriation of intellectual property and actions in the form of tort, warranty, or strict liability).
4. Term
- This Agreement shall become effective upon the date of acceptance ("Effective
Date"), and shall remain in effect for twelve (12) months. Client will be required to execute another Agreement in order to continue providing the Services at the end of twelve (12) months, or upon entering a new Gigs Service-Specific Agreement. This Agreement shall replace any prior Agreements previously in effect except that the terms regarding Indemnification (Section 3), and all other terms that customarily survive contract termination, shall survive termination of this Agreement.
- This Agreement shall automatically terminate upon expiration of twelve (12) months following the Effective Date, except that the terms regarding Indemnification (Section 3), and all other terms that customarily survive contract termination, shall survive termination of this Agreement.
- Upon termination of this Agreement for any reason, Experts Exchange shall be entitled to receive such compensation and reimbursement, if any, accrued under the terms of this Agreement, but unpaid, as of the date of termination of the Agreement. Any noncancellable obligations, any cancellation penalties and any expenditures reasonably made in order to perform the Services are the responsibility of Client and Freelancer as set forth in the Services Agreement.
5. Other Agreements
- Client shall not use Freelancer's name or depiction, or the name, logos, trademarks, or depictions of Experts Exchange, or any officer, director, appointee or employee of either, or any adaptation thereof, in any promotional, advertising or marketing literature, or in any other way without the prior written consent of Experts Exchange, Freelancer, or the individual(s), as appropriate, provided however that in neutral circumstances that do not imply endorsement or advocacy, or otherwise misrepresent the terms of this Agreement or Freelancer's role, Client may accurately state that Freelancer is a Freelancer to Client.
- No alteration or modification of this Agreement shall be valid unless made in writing and executed by Client and Experts Exchange.
- Client and Experts Exchange mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that conflicts with the terms of this Agreement. The parties agree that they shall not intentionally and knowingly enter into any such agreement.
- This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to the conflict of law principles thereof. Any claim, action, or suit between Client and Experts Exchange that arises out of or relates to performance of this Agreement shall be brought and conducted solely and exclusively in the State Courts in and for the State of California in San Luis Obispo County.
- If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
- Except as explicitly stated otherwise, all notices permitted or required under this Agreement shall be by email, to Experts Exchange at customer_support@experts-exchange.com, and to Client at the email address Client provides Experts Exchange during the registration process, or to such other address as either party shall specify in writing as addresses for notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Evidence of successful transmission shall be retained.
This agreement was last modified on February 29, 2016