Please read these Terms of Service, which set forth the legally binding terms and conditions for your use of the services (the “Services”) offered by OneSpace.com, its network, any associated sub-domains (collectively, the “Site”), and its corporate affiliates and subsidiaries, including but not limited to, OneSpace Inc. (“OneSpace,” “we,” “us,” or “our”). By accessing, registering with, or using the Site or Services in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by these Terms of Service, our Privacy Policy, and all applicable laws and all conditions or policies referenced here (collectively, the “Terms of Service”). You also agree that OneSpace may use any information OneSpace obtains about you in accordance with the provisions of the Privacy Policy.

Acceptance of Terms

The Services are offered subject to acceptance of all of the terms and conditions contained in these Terms of Service and all other operating rules, policies, and procedures that may be published on the Site by OneSpace, which are incorporated by reference, including operating rules, policies and procedures of third party services providers to the Site that are referenced herein. These Terms of Service apply to every user of the Services (“User”). In addition, some Services offered through the Site may be subject to additional terms and conditions adopted by OneSpace. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

OneSpace reserves the right, in its sole discretion, to modify or replace these Terms of Service from time to time by posting the updated terms on the Site. It is your responsibility to check the Terms of Service periodically for changes. If you login to the Site after a change to these Terms of Service, OneSpace will advise you that there have been changes. If you object to any such changes, your sole recourse will be to cease using the Site and the Services. Your continued use of the Services following the posting of any changes to the Terms of Service will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

OneSpace reserves the right to change, suspend or discontinue the Services (including, but not limited to, the availability of any feature, database, or content) at any time for any reason. OneSpace may also impose limits on certain features and Services or restrict your access to parts of or the entire Site without notice and without liability.

Eligibility

The Services are available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. OneSpace reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided. OneSpace may change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

The OneSpace Platform

OneSpace offers Users access to and use of a sophisticated electronic platform (the “OneSpace Platform”) that connects individuals and entities with a need for labor services (“Clients”) with individuals who are willing to provide such services (“Freelancers”) and that provides a customizable workflow interface to complete large content and data driven projects with high efficiency. The OneSpace Platform allows Clients to post work assignments (“Assignments”) that are viewable by Freelancers and facilitates the formation of relationships for the completion of Assignments.

OneSpace’s role with respect to the OneSpace Platform and related services consists solely of facilitating access to and use of the OneSpace Platform for Users. Freelancers who provide services to Clients through the OneSpace Platform do so as independent contractors and not as employees of OneSpace. OneSpace is not a party to any interactions or transactions between Clients and Freelancers, except to the extent that it provides a software platform that facilitate these interactions and collects a fee based on the dollar amount of each transaction. Moreover, OneSpace does not have control over the accuracy, integrity, quality, timing, legality, or any other aspect of Client’s Assignments or work product delivered by Freelancers in connection with Assignments, and makes no representations with respect to any of these. Furthermore, OneSpace does not monitor work flow and provides no guarantees that Freelancers will receive work or that Clients will accept the work that they provide. Clients are solely responsible for payment for the performance of work.

Once a Client engages a Freelancer to complete an Assignment, the Client and Freelancer enter into a legally binding contract under which the Freelancer promises to perform the specified services and the Client promises payment for such performance. The terms of this contract that are binding upon the parties include any terms agreed to or specified by the parties through the OneSpace Platform interface when both the Client and the Freelancer accept the Assignment (“Assignment Terms”), as well as those terms specified in the Terms of Engagement found in the final section of these Terms of Service (“Engagement Terms”).

For clarity, a Client and OneSpace may also execute a “Service Order” governing the Client’s use of the OneSpace Platform; in the event of any conflict between the Client’s Service Order and these Terms of Service, the Service Order shall control.

User Information & User Generated Content

You acknowledge that OneSpace has no obligation to pre-screen or validate information that Users submit in relation to establishing a profile or account with OneSpace (“User Information”) or any content submitted to OneSpace or posted on the Sites or the Services, in any form or medium, by Users, including, without limitation, comments, reviews, recommendations, preferences, data, questions, answers, responses, comments, feedback, instructions, qualification tests, proposals, ideas, suggestions, creative content, copy, phrases, text, logos, symbols, designs and images (“User Generated Content”). You are solely responsible for providing accurate, current and complete information in connection with any User Information or User Generated Content that you publish to the Site or make available through the Services, and you represent and warrant that you have all necessary rights to submit such User information or User Generated Content to us.

You agree that you are prohibited from uploading, posting, transmitting, or otherwise making available (“Submitting”) any User Information or User Generated Content that (when used as contemplated by the Services):

1. violates or infringes any right of OneSpace or any third party, including without limitation any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
2. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, invasive of another’s privacy, or promotes discrimination or harm against any individual or group in any way;
3. violates any applicable municipal, state or federal law, rule, regulation, or ordinance;
4. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
5. contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of OneSpace or any third party;
6. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
7. impersonates any person or entity, including any employee or representative of OneSpace, or misrepresents your affiliation with another person or entity;
8. contains personally identifiable information of others, including, but not limited to, last names, physical or email addresses, User ID’s or phone numbers when you should reasonably believe that such information is not intended to be publicized; or
9. otherwise violates these Terms of Service.

Representations & Warranties

As a User of the Site or the Services, you represent and warrant that:

1. your acceptance of these Terms of Service and of any Assignments will not violate any other agreement to which you are a party;
2. you will only use the Site and Services for their intended functions and not for unlawful or unauthorized purposes;
3. you will treat the personal information of other Users as confidential, and will not collect, store, or modify such information;
4. you will not reproduce, duplicate or copy, or exploit any other portion of the Site or the Services other than as permitted herein or with the express written permission of OneSpace;
5. you will not falsely imply that some other site is associated with OneSpace, the Site or the Services;
6. you will not directly or indirectly solicit any Users, including, but not limited to, Clients and Freelancers, by using or facilitating the use of any other similar platform that seeks to connect individuals or entities seeking work with those able and willing to provide it;
7. during the period in which you are a User, and for a period of two years afterwards, you will not contact or solicit any User including any Client or Freelancer for the purpose of circumventing the OneSpace Platform; and
8. you will not use auto-refresh browser extensions or scripts when accessing any portion of the Site or the Services;

Without limiting any of the above representations or warranties, OneSpace has the right, but not the obligation, to terminate or deny access to and use of the Site or Services to any individual or entity for any reason, in OneSpace’s sole discretion.

User Accounts

Certain portions of the Site and/or Services may be accessible only to Users with a registered account. If you are a User with a registered account, you may not authorize, permit or otherwise allow any third party to access and/or use your username, password or account on your behalf. You also may not assign or otherwise transfer your account to any other person or entity. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. You agree to notify us immediately of any unauthorized use of your username, password or account. If, notwithstanding the foregoing obligation, you allow another party to use your account, you will be responsible for all use by the party using your account.

OneSpace may, in its sole discretion, terminate or suspend your account and/or your access to, and/or use of, the Site or Services, or any portion thereof, at any time, with or without notice and for any reason (or no reason), and you agree that if your authorization to access the Site is terminated, you will not thereafter access, or attempt to access, the Site, directly or indirectly.

Links to Third-party Content and Sites; Freelancer Qualifications

The Site and Services may provide links to content (including images, pictures, text, graphics, designs, audio, music, video, sound, software and applications) or websites (“Third Party Sites”). OneSpace does not control these Third Party Sites, and therefore our Terms of Service do not apply to such sites. Before using, browsing or accessing these Third Party Sites, you should take the time to familiarize yourself with their Terms of Service. We do not monitor, read, check for accuracy, appropriateness or completeness of, endorse, or approve any Third Party Site, and are therefore not responsible for any content outside of the Sites.

Clients are able to assess and compare the training and qualifications of Freelancers by viewing their profiles. These qualifications are issued solely by third parties with no contribution or input from OneSpace, such as the third party testing platform called “Expert Rating.” Accordingly, you acknowledge and agree that OneSpace is not responsible for any such qualifications you receive. If you fail a qualification test or receive any undesirable scores or ratings, you agree not to pursue any kind of legal action against OneSpace because of those scores or ratings.

Proprietary & Intellectual Property Rights

The Site and Services, including the OneSpace Platform, are proprietary property of OneSpace. OneSpace has sole and exclusive ownership of all content and intellectual property rights related to such property. Accordingly, you agree that:

1. you will not, directly or indirectly, use, copy, reproduce, publicly display, transmit, redistribute, republish or sell any content found on the Site or made available through the Services, in whole or in part, without prior written consent from OneSpace;
2. you will not, directly or indirectly, decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Services, including content on the OneSpace Platform, except to the extent applicable laws specifically prohibit such restriction;
3. you will not modify, translate, or otherwise create derivative works of any part of the Site or Services; and that
4. OneSpace, Project Center, Workstation, and any other associated OneSpace graphics, logos, designs, page designs, page headers, buttons, icons, scripts and service names that are used to represent the Site or Services rendered by OneSpace are registered trademarks, trademarks and/or service marks or trade dress of OneSpace in the United States and/or other countries. These trademarks and trade dress may not be copied or imitated, in whole or in part, without the prior written consent of OneSpace.

Subject to your acceptance of and compliance with these Terms of Service, OneSpace grants a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Site, Services, and OneSpace Platform to the extent that you are authorized and eligible to do so under these Terms of Service. This license is revocable by OneSpace at anytime without notice and with or without cause. All rights not expressly granted to you in these Terms of Service or any applicable policies adopted by OneSpace relating to its Services are reserved and retained by OneSpace or its licensors.

If you choose to provide technical, business or other feedback to OneSpace concerning the Site or the Services (collectively, “Feedback”), OneSpace will be free to use, disclose, reproduce, license or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by OneSpace of Feedback into any of its products or services does not grant you any proprietary rights therein.

License of User Generated Content

OneSpace will not have ownership rights over your User Generated Content. However, OneSpace needs the following license for maintaining the functionality and performance of the OneSpace Platform and to facilitate transactions between you and other Users. By submitting User Generated Content to the Site or Services, you hereby grant to OneSpace a worldwide, non-exclusive, perpetual, royalty-free, sublicensible, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute and otherwise fully exploit your User Generated Content in connection with (a) the Services, (b) OneSpace’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; and (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Generated Content, subject to confidentiality obligations of the form provided in these Terms of Service. The foregoing license grant to OneSpace does not affect your other ownership in or rights to otherwise license your User Generated Content, including the right to grant additional licenses to it, so long as any future licenses are subject to this license grant to OneSpace.

Your use of the Site or Services to generate, submit and/or post User Generated Content confirms your representation and warranty that you possess all necessary legal rights, power and authority to grant to OneSpace the foregoing license.

You further represent, warrant and agree that the User Generated Content you Submit will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, and will not contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements.

Copyright Infringement

OneSpace respects the intellectual property rights of others. Accordingly, OneSpace has a policy of removing User Generated Content that violates copyright law, and, in appropriate circumstances, suspending access to the OneSpace Platform (or any portion thereof) to any User who uses the OneSpace Platform in violation of copyright law, and/or terminating the account of any User who uses the OneSpace Platform in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, OneSpace has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a User of the OneSpace Platform, please provide written notice to the following OneSpace agent for notice of claims of copyright infringement.

OneSpace Inc.
Attn: General Counsel, Copyright Agent
Address: 33 Bronze Pointe, Suite 100
Swansea, IL. 62226 USA
Email: legal@onespace.com
Telephone: 618-215-5715
Fax: 314-480-7121

Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow OneSpace to locate that material; (d) contain adequate information by which OneSpace can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Profile Privacy Settings

Freelancer profiles will be visible to other Users based on one of three settings that you can choose from (“Profile Privacy Settings”).

Under the “Private” setting, only your work history, approval rating and quality score are visible, along with the “alias” you set for your name. Private profiles do not show up in a global search, and thus may limit the number of jobs accessible to you since Clients cannot locate them as easily as they can under the other two Profile Privacy Settings.

Under the “OneSpace” setting, your full profile, alias (or full name if no alias is provided), work history, skills and experience will be visible to anyone logged into the OneSpace Platform. This allows you to be discovered by businesses through global search and makes it easier for Clients to locate you and offer Assignments.

The “Public” setting is equivalent to the OneSpace setting in all of the aforementioned aspects, except that under this setting, your profile can also be viewed by Users not logged in. This setting provides the highest amount of visibility of all three settings.

Notwithstanding the foregoing, you acknowledge and agree that the Profile Privacy Settings do not apply to OneSpace and that OneSpace may view anything that you post on your User profile. Furthermore, you agree that OneSpace does not secure information incorporated or disclosed in User profiles. Accordingly, you should treat any information that you add to your profile as public information.

Work Assignments

Clients post and/or offer Assignments on the OneSpace Platform to potentially interested Freelancers. A transaction on the OneSpace Platform commences after both the Client and Freelancer have accepted the Assignment Terms by means of the OneSpace Platform interface.

Assignment postings should include a description of the scope of the project, a description of any deliverables required and the form in which they should be delivered, the desired time period for completion, any schedules and relevant attachments, reasonably clear and specific specifications, and the payment amount, in U.S. dollars, that the Client intends to make for satisfactory performance of the services and/or delivery of the work product. All such terms will constitute the Assignment Terms agreed to by the Client and Freelancer through the OneSpace Platform interface. The payment amount for Assignments is not subject to reduction by any fees or taxes (other than as listed below in the US Dollars and Foreign Currency Conversion section), but rather states the aggregate sum that the Client will owe the Freelancer for completing the Assignment.

Freelancers may choose to accept or reject such Assignment, or attempt to negotiate any terms included as part of the Assignment description by the Client. After a Freelancer accepts an Assignment, the Assignment Terms and Engagement Terms are binding on the Freelancer and the Client, and either party can only negotiate changes through amendments or requests for waivers from the other party.

The Freelancer acknowledges and agrees that acceptance or rejection of a project, and all negotiations, are between Freelancer and the Client and do not involve OneSpace in any way. It is in Freelancer’s sole discretion to accept an Assignment under terms acceptable to Freelancer.

The Freelancer further acknowledges and agrees that an Assignment between a Freelancer and a Client forms part of a legally binding contract between the Freelancer and the Client. Such contract incorporates the Assignment Terms, as well as the Engagement Terms, which are found in the Terms of Engagement at the end of these Terms of Service. Full performance on such a contract requires compliance with both the Assignment Terms and Engagement Terms.

After the completion of an Assignment, Freelancer and Client shall follow the procedures specified on the OneSpace Platform interface to close an Assignment. Once an Assignment is classified as closed on the OneSpace Platform, the Client is obligated to pay the Freelancer the agreed upon price. The method and procedure of payment is specified in the Engagement Terms below.

OneSpace will not be responsible for reimbursing Freelancer for expenses incurred while engaged in the performance of any Assignment.

Client Control Over Assignment Process

The Freelancer acknowledges and agrees that Clients are solely responsible for posting Assignments on the OneSpace Platform. OneSpace is not obligated to monitor the posting of Assignments, the source of Assignments, the number of Assignments posted or their frequency, the acceptance of Assignments by Freelancers or the performance and completion of Assignments. The Freelancer agrees that Clients solely control access and availability of work in their discretion. OneSpace does not guarantee any amount of available work, as availability is fully dependent upon Client demand, which may drop off at any time for any reason. The Freelancer agrees further that OneSpace’s only role with respect to transactions involving an Assignment offered on the OneSpace Platform and that the Freelancer accepts is to provide access and use of the OneSpace Platform to facilitate the transaction between the Freelancer and the Client.

Clients also are solely responsible for setting initial pricing terms, specifications, time constraints and other applicable terms for Assignments, subject to negotiation with a Freelancer. The Freelancer acknowledges and agrees that OneSpace is not involved in setting any of these terms or participating in the negotiations process and it will not be held responsible for any issues or disputes that arise with respect to Assignments posted on the OneSpace Platform. Additionally, OneSpace is not obligated to review or overturn a Client’s decision to reject a Freelancer’s offer to accept an Assignment or a Client’s rejection of a Freelancer’s performance as unsatisfactory and OneSpace will not be held responsible for any such decisions.

Fees

In addition to the Freelancer Fee owed by Clients for a Freelancer’s completion of an Assignment, a Client, as required under a separate agreement, will pay to OneSpace a percentage of the total Freelancer Fee paid or payable by the Client (the “Transaction Fee”). Transaction Fees are based on Freelancer Fees, but are separate from, and do not constitute a component of Freelancer Fees. For example, if the applicable percentage fee was 10% and the Client paid a Freelancer $10 to complete an Assignment, the Client would owe OneSpace $1 as a Transaction Fee. This Transaction Fee is deducted from the Client’s funded account with OneSpace at the time that the Client accepts the Freelancer’s Assignment.

For clarity, such Transaction Fee, the amount of which will be set forth in the applicable platform license or other terms set forth on the Site, is in addition to and not included in the Freelancer Fee. OneSpace has the right to pursue a claim against the Client for its Transaction Fee, and OneSpace will have no recourse against a Freelancer for such Transaction Fee. OneSpace may also, in its discretion, add other fees related to new or changed services that it provides. You agree to pay these fees as long as OneSpace provides notice on the Site or OneSpace Platform, or modifies the Terms of Service in accordance with the procedures specified herein.

Nothing in this Section affects the obligations, rights or remedies of Clients with respect to Freelancers or of Freelancers with respect to Clients.

Independent Contractor Status & Relationship of the Parties

Nothing in these Terms of Service should be construed to create a partnership, joint venture, fiduciary, agency or employer-employee relationship between OneSpace and any Freelancer or any Client (or any of your employees or agents).

You acknowledge and agree that the OneSpace Platform is intended for use only by Freelancers who can enter into relationships with Clients over the OneSpace Platform as independent contractors under applicable law.

Notwithstanding the preceding paragraph, you acknowledge and agree that OneSpace does not guarantee that Freelancers are independent contractors in any agreement between Freelancers and a Client over the OneSpace Platform. Moreover, OneSpace is not responsible for determining whether or not Freelancers are independent contractors and will not be liable to any User for this determination.

You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local or foreign tax authority arising from your use of the OneSpace Platform, performance of services and/or receipt of payment on the OneSpace Platform.

Communications

OneSpace may provide tools for you to communicate with Clients over the OneSpace Platform such as an internal messaging interface (“Messaging Application”) to enable Clients and Freelancers to freely communicate on the OneSpace Platform without having to exchange personal contact information. You agree not to use the Messaging Application for personal or business purposes other than those related to an Assignment, the OneSpace Platform or the Services.

OneSpace disclaims any and all liability arising from any type of communication or interaction between Clients and Freelancers on the Messaging Application, or through any other form or medium. You acknowledge and agree that OneSpace does not review and is not responsible for the content or consequences of such communications and interactions.

Confidentiality

You agree that, except as expressly authorized in writing by OneSpace, you (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in these Terms of Service or directed by OneSpace; (b) will effect and maintain adequate security measures to safeguard the Confidential Information from unauthorized access, use and/or misappropriation; and (c) will not disclose or publish any Confidential Information to any third party without first obtaining OneSpace’s express written consent on a case-by-case basis.

“Confidential Information” means all information related to OneSpace’s business, including (i) details about the OneSpace Platform, Site and Services; (ii) project information, instructions, input data, style guides and third party information relating to OneSpace tasks; (iii) trade secrets, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (iv) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and (v) information designated by OneSpace, in writing, as Confidential Information.

Additionally, all information provided or Submitted by Clients is deemed to be “Confidential Information” and Freelancers shall not use it for any purpose other than for tasks reasonably necessary to complete an Assignment.

Notwithstanding the foregoing, it is understood that you are free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of these Terms of Service, and your own skill, knowledge, know-how and experience. Confidential Information does not include information that was known to you prior to OneSpace’s disclosure hereunder (and can be demonstrated by written proof) or that becomes publicly available through no fault of you.

Privacy

Your privacy is important to us. Please take a moment to review our Privacy Policy. By accessing the Site or Services, you acknowledge that you have read and agreed to our Privacy Policy.

Legal Compliance

You must abide by all applicable laws in using the OneSpace Platform. You may not use in any way the Site or Services, including the OneSpace Platform, in violation of any applicable law, nor require a User to violate any applicable law or agreement.

Term and Termination

OneSpace may terminate your access to the Services, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account and for Freelancers disqualification from completing and being paid for any incomplete Assignments. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to OneSpace are non-refundable. All provisions of the Terms of Service that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Termination may result in the forfeiture and destruction of all information associated with your account. You may terminate your account by following the instructions on the Services, but we may retain your account information after you terminate in accordance with our regulatory, accounting, and legal compliance procedures.

OneSpace has no obligation to monitor the Services, including the OneSpace Platform. OneSpace reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend an Assignment; (ii) remove, edit, or modify any content, including, but not limited to, any User Information and User Generated Content; and (iii) remove or block any User or information Submitted by a User. OneSpace reserves the right not to comment on the reasons for any of these actions.

Disclaimers

THE SITE AND SERVICES ARE PROVIDED “AS-IS.” ONESPACE DOES NOT MAKE ANY REPRESENTATIONS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

ONESPACE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, INTEGRITY, QUALITY, TIMING, LEGALITY OR ANY OTHER ASPECT OF ASSIGNMENTS, AND DOES NOT GUARANTEE VERIFICATION OF EACH USER’S IDENTITY. ONESPACE IS NOT RESPONSIBLE FOR INFORMATION CONTAINED IN ANY USER PROFILE, FREELANCER’S ABILITY TO PERFORM OBLIGATIONS UNDER AN ASSIGNMENT, OR THE FULFILLMENT OF PAYMENT OBLIGATIONS BY CLIENTS. MOREOVER, ONESPACE DOES NOT REPRESENT OR WARRANT THAT THE SITE’S CONTENT AND/OR CODE IS ERROR-FREE, NOR DOES IT GUARANTEE THAT ITS SERVERS OR THE THIRD-PARTY SERVERS IT EMPLOYS ARE FREE OF VIRUSES. FURTHERMORE, ONESPACE IS NOT RESPONSIBLE FOR INTERACTIONS BETWEEN, OR ACTIONS OF, INDIVIDUALS STEMMING FROM USAGE OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE, AND RESERVES THE RIGHT TO CHANGE THE SITE AND SERVICES, SOFTWARE, CONTENT OR DATA CONTAINED WITHIN OR OFFERED BY THE SITE OR THE SERVICES AT ANY TIME WITHOUT NOTICE.

UNDER NO CIRCUMSTANCES WILL ONESPACE BE LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, USER INFORMATION, USER GENERATED CONTENT, ERRORS OR OMISSIONS ON THE SITE, OR ANY LOSS OR DAMAGE OF ANY KIND AS A RESULT OF THE USE OF ANY CONTENT POSTED ON THE SITE OR MADE AVAILABLE THROUGH THE SERVICES, WHETHER POSTED BY YOU OR ONESPACE.

Limitation of Liability

YOU AGREE THAT ONESPACE WILL NOT BE LIABLE IN RESPECT OF ANY CLAIM BY YOU (WHETHER CONTRACTUAL, TORTIOUS, STATUTORY OR OTHERWISE) FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES OR INJURY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS, CONTRACTS, REVENUE OR DATA ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SITE OR SERVICES OR THE PROVISION OF ANY OTHER GOODS OR SERVICES UNDER THESE TERMS OF SERVICE AND WHETHER OR NOT AS A RESULT OF ANY BREACH OR DEFAULT BY, OR ANY NEGLIGENCE OF, ONESPACE OR ITS AFFILIATES.

IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF ONESPACE UNDER THESE TERMS OF SERVICE FOR ANY AND ALL BREACHES AND FOR ANY NEGLIGENT OR OTHER ACT OR OMISSION IN RELATION TO THESE TERMS OF SERVICE, WILL NOT EXCEED THE AMOUNT OF FEES RECEIVED BY ONESPACE FROM YOU FOR THE ASSIGNMENT IN DISPUTE.

Any of the terms and conditions herein which limit or exclude any term, condition or warranty, express or implied, or the liability of OneSpace will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of these Terms of Service where such exclusion, qualification or limitation would be prohibited by legislation.

Indemnification

You agree to indemnify, defend and hold OneSpace, its affiliates and subsidiaries, and each of their directors, executives, attorneys, agents, employees, partners and contractors harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) User Information and User Generated Content you submit, post or transmit or make available through the Site or Services, or (ii) violation of these Terms of Service or any applicable law or (iii) any legal proceedings threatened or initiated against OneSpace by a third party as a result of the events described in this section, or your violation of any rights of any third party, including but not limited to intellectual property rights.

OneSpace reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with OneSpace in asserting any available defenses.

Governing Law

By visiting the Site or using the Services, you agree that the laws of the State of Illinois, without regard to its conflict of laws principles, will govern these Terms of Service and any dispute between you and OneSpace or its affiliates that is arises under or is related to these Terms of Service, whether in contract or in tort.

Assignment

These Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with OneSpace’s prior written consent. OneSpace may assign, transfer, or delegate any of its rights and obligations hereunder without consent. Any assignment or transfer contrary to this paragraph will be void.

Notice

Notices from Users to OneSpace are effective if submitted in accordance with the specified procedures on the OneSpace Platform interface or via an email from the email address listed on the User’s account to legal@onespace.com, return receipt requested. Notices from OneSpace to Users are effective if submitted in accordance with the specified procedures on the OneSpace Platform interface or via an email to the email address listed on the User’s account, return receipt requested.

Notices delivered in writing will also be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Contact Information

If you have any questions or need further information as to the Sites or Service(s) provided by OneSpace, or you need to notify OneSpace as to any legal matters relating to the Sites or Service(s), please contact OneSpace at:

OneSpace Inc.
Attn: Legal Department
33 Bronze Pointe, Suite 100
Swansea, IL. 62226 USA

Integration and Severability

These Terms of Service, including the Privacy Policy (and any further rules, policies or guidelines incorporated by reference) together with any additional terms to which you agree when using particular elements of the Site, constitute the entire agreement between you and OneSpace with respect to the subject matter hereof, superseding any prior or contemporaneous agreements, communications, proposals and negotiations (whether oral, written or electronic) between you and OneSpace with respect to the Site and Services.

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

Interpretation

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Terms defined in the singular have a comparable meaning when used in the plural and vice versa. Defined terms used in different grammatical forms also have a comparable meaning. When used in the Assignment Agreement, “including” means “including without limitation.” Additionally, “by means of the OneSpace Platform” refers to use of the OneSpace Platform to accomplish a given task in accordance with any applicable procedures or instructions provided on the Site or OneSpace Platform.

Modifications

OneSpace may make modifications, additions, or deletions to these Terms of Service at any time. Such changes are effective as of the time when OneSpace posts a reasonably visible and accessible notification on the Site that indicates a change to the Terms of Service, or upon acceptance/opt-in by you through email or the Platform user interface, whichever occurs first.

Terms of Engagement

These Terms of Engagement provide binding terms that govern the relationship between the Client and Freelancer (each a “Party” and collectively, the “Parties”). The Parties have entered into a business relationship through mutual acceptance of an Assignment on the OneSpace Platform. By accepting the Assignment on the OneSpace Platform interface, the Client and Freelancer agree that they have entered into a contractual agreement that incorporates the Assignment Terms, as well as the Engagement Terms set forth in these Terms of Engagement (“Assignment Agreement”).

By accepting an Assignment on the OneSpace Platform, the Parties agree as follows:

Definitions

Defined terms have the meaning assigned in the Terms of Service or in these Terms of Engagement.

Representations & Warranties

The Client represents, warrants and agrees that:

1. the Assignment is a fair and accurate representation of the work that it wishes to have performed by the Freelancer;
2. any necessary descriptions, instructions, schedules, and documents have been provided, or, the Client will provide these promptly after discovering a failure to provide any of these;
3. any descriptions of the form and scope of the desired work product are reasonably accurate;
4. the Client will inform the Freelancer of any desired adjustments, additions, deletions or other changes they wish to make to the Assignment Terms promptly after establishing the need for them, but will not withhold payment if the Freelancer rejects these;
5. the price and project term specified in the Assignment Terms are correct and acceptable to the Client;
6. the Assignment complies with applicable law; and
7. the content, negotiation, performance, payment and other similar aspects and procedures of the Assignment are within the sole and exclusive discretion of the Client and Freelancer, or any of their affiliates or representatives, and are not controlled or influenced by OneSpace in any material respects.

The Freelancer represents, warrants and agrees that:

1. any necessary authorizations from applicable authorities have been obtained for performing the specified services, including, but not limited to, intellectual property, technology and equipment authorizations;
2. the Freelancer is capable of completing the relevant Assignment in accordance with the Assignment Terms, including the specifications and timeline;
3. the Freelancer has informed the Client of any reasonably foreseeable material limitations or obstacles to performance, if any;
4. the Freelancer has provided the Client with a list or schedule containing names of the anticipated subcontractors and employees or independent contractors that will perform or assist in the performance of the specified services;
5. the Freelancer is not subject to any contract or duty that would be breached by the Freelancer’s entering into or performing its obligations under the Assignment Agreement or that is otherwise inconsistent with the Assignment Agreement;
6. the skills, experience, background, and other information contained in the Freelancer’s User profile is accurate and not misleading;
7. the Freelancer has obtained adequate insurance coverage as required by applicable law; and
8. the content, negotiation, performance, payment and other similar aspects and procedures of the Assignment are within the sole and exclusive discretion of the Client and Freelancer, or any of their affiliates or representatives, and are not controlled or influenced by OneSpace in any material respects.

Acceptance Procedures

Unless otherwise set forth in the Assignment Terms, the Client will have thirty (30) days after the Freelancer indicates by means of the OneSpace Platform interface that it has completed its services for the Assignment (the “Acceptance Period”) to accept or reject work. During the Acceptance Period, the Client may evaluate any interim and final services, deliverables and work product with respect to the relevant Assignment (collectively, the “Work Product”) to ensure that they meet the specifications, requirements and terms of the Assignment Agreement and are of professional, technical and general quality consistent with industry standards.

If the Client rejects, in the reasonable exercise of its discretion, any Work Product during the Acceptance Period, the Client may elect any of the following remedies (without limiting any other rights or remedies the Client may have): (a) the Client may grant additional time to the Freelancer to provide (at no additional charge to the Client) corrected Work Product subject to evaluation and acceptance in accordance with this section (“Rework”); (b) the Client may itself correct the Work Product (or engage a third party to do so) and; or (c) the Client may terminate the Assignment Agreement and return all Work Product (but not the Client’s confidential information therein or any property owned prior to entering into the Assignment Agreement) to the Freelancer, in which case the Client no longer owes the Freelancer payment for its services under the relevant Assignment. Any Work Product that is not rejected during the Acceptance Period will be deemed as accepted by Client and payment for services under the relevant Assignment will be automatically disbursed to the Freelancer.

Monitoring of Performance

The Freelancer shall cooperate with any requests by the Client to monitor the progress or development of Work Product in order to verify that the Freelancer’s services are being performed in accordance with the Assignment Agreement and in a timely and satisfactory manner.

Subcontracting

The Freelancer shall not subcontract or otherwise delegate any of its obligations under the Assignment Agreement unless the subcontractor was approved under the Assignment Terms or the Freelancer receives the Client’s prior written consent. The Freelancer will be solely responsible for the direction and coordination of the services of any permitted subcontractor. The Client has no obligation to pay any subcontractor for its services.

Ownership and Assignment of Work Product

The Parties agree that:

1. all Work Product is the sole and exclusive property of the Client and if protectable by copyright law is considered a “work made for hire” for the Client and the Client will be treated as the author;
2. to the extent any Work Product could not be considered a “work made for hire”, Freelancer hereby assigns all right, title and interest in such Work Product, including all intellectual property rights therein, to Client;
3. to the extent any rights in Work Product cannot be assigned, the Freelancer hereby waives any rights in such Work Product;
4. any trademarks, service marks or trade names used on or in the Client owned-work product are solely and exclusively owned by the Client; and
5. notwithstanding the foregoing, the Freelancer retains all intellectual property rights to technology that the Freelancer owns and uses but grants to the Client a non-exclusive, perpetual, irrevocable, royalty-free right and license and right to sublicense and to reproduce, create derivative works of, distribute, publicly display, digitally transmit and otherwise use any such technology it if used or incorporated in any Work Product.

Compensation

After the Freelancer has indicated its completion of the Work Product, and after the Client has indicated its acceptance of such Work Product, by means of the OneSpace Platform, OneSpace shall release funds from Client’s funded account to Freelancer in the amount agreed upon in the Assignment Terms (“Freelancer Fee”).

Freelancer Fees and any other payments that may be owed to the Freelancer will be paid via PayPal (an application facilitating online payments and accessible at PayPal.com), and the Freelancer must have an account on PayPal in order to accept such payments.

Unless expressly provided otherwise in the applicable Assignment Terms, the Freelancer will be solely responsible for all expenses incurred by the Freelancer or any of its employees or agents in connection with performing any services or obligations under the Assignment Agreement.

Cancellation of an Assignment

After accepting an Assignment, the Freelancer can elect to cancel the Assignment instead of completing and closing it. If the Freelancer cancels the Assignment, the Client does not owe the Freelancer payment for performance of any work and has no obligation to reimburse costs incurred by the Freelancer with respect to the Assignment.

The Client shall not rescind, cancel or modify tasks after both parties have accepted the Assignment through the OneSpace Platform.

US Dollars and Foreign Currency Conversion

The Site and Services operate in U.S. Dollars and all payments or other transactions with the Site and Services will be in US dollars, unless otherwise expressly stated. Use of the Site or Services may require you to pay fees for currency conversion. The total transaction amount displayed on the Site or Services will be inclusive of Paypal transaction Fees, but exclusive of any currency conversion fees, including but not limited to exchange fees applied to the transaction by Paypal to convert US Dollars to foreign currency.

For clarity, OneSpace is not responsible for any foreign exchange or conversion fees that may be imposed by a financial institution or payment provider, including Paypal, associated with your use of the Site or Services. Your authorization of a payment using a foreign currency is at your sole risk.

Feedback

The Client may provide feedback through the OneSpace Platform upon the closing of an Assignment or the cancellation of an Assignment by the Freelancer. The Client agrees not to provide substantially negative feedback with respect to a Freelancer unreasonably or without justification, and OneSpace reserves the right to moderate any postings or discussions regarding such feedback in its sole discretion.

Independent Contractor Relationship

The Freelancer’s relationship to the Client under the Assignment Agreement is that of an independent contractor. Nothing in the Assignment Terms or Engagement Terms should be construed to create a partnership, joint venture, fiduciary, agency or employer-employee relationship between the Client and Freelancer. The Freelancer does not have the right (and shall not represent to any third party that it is authorized) to execute any agreement, make any commitment, incur any obligation, or otherwise act on behalf of the Client, and the Client will have no liability for any such conduct on the part of the Freelancer.

Neither the Freelancer nor any of its employees or agents is entitled to or eligible for, and the Client will not provide, any benefits that the Client may make available to its employees, including without limitation health insurance benefits, workers’ compensation, paid vacation, profit-sharing, retirement or any other fringe benefits. Because the Freelancer is an independent contractor, the Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions or obtain workers’ compensation insurance on behalf of the Freelancer or any of its employees or agents.

The Freelancer is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local or foreign tax authority arising from payment to the Freelancer by the Client under the Assignment Agreement, and agrees to do so in a timely manner.

Confidentiality

Confidential information in the context of this section includes any information that a Party indicates is confidential by written notice to the other Party, or information that a Party should reasonably expect to be confidential. The Freelancer and the Client shall protect any confidential information from unauthorized use, access or disclosure in the same manner as they protect their own confidential and proprietary information of a similar nature and with no less than the greater of reasonable care and industry-standard care.

No Conflicts

The Freelancer shall exercise commercially reasonable efforts to refrain from any activity, and shall not intentionally enter into any agreement or make any commitment, that is materially inconsistent or incompatible with the Freelancer’s obligations under the Assignment Agreement, including the Freelancer’s ability to provide the Work Product required under the Assignment Agreement.

Indemnification

Each Party shall indemnify and hold harmless the other Party and its affiliates, employees and agents from and against any and all liabilities, losses, damages, costs and other expenses (including attorneys’ and expert witnesses’ costs and fees) (collectively “Losses”) arising from or relating to any third-party claim, demand, suit or action (each, a “Claim”) based on (a) a breach of any representation, warranty or covenant of the Party in the Assignment Agreement, or (b) any fraud, gross negligence or willful misconduct by the Party or any of its employees, agents or subcontractors in connection with the services provided hereunder.

The obligations of each Party (the “Indemnifying Party”) to indemnify, defend and hold harmless the other Party (the “Indemnified Party”) from and against any Claim under this section are contingent on the Indemnified Party providing the Indemnifying Party with: (a) prompt written notice of any Claim for which indemnification may be sought, provided, however, that any delay in notification will not relieve the Indemnifying Party of its obligations hereunder except to the extent that the delay impairs its ability to defend; (b) sole control over the defense and settlement of any such Claim; provided, however, that the Indemnifying Party will not settle such Claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld; and (c) reasonable information and assistance, at the Indemnifying Party’s request and expense, in connection with any such Claim; provided, however, that the Indemnified Party will have the right to participate fully, at its own expense and with counsel of its own choosing, in the defense of such Claim.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE IN RESPECT OF ANY CLAIM BY THE OTHER PARTY (WHETHER CONTRACTUAL, TORTIOUS, STATUTORY OR OTHERWISE) FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES OR INJURY, INCLUDING, BUT NOT LIMITED TO ANY LOSS OF PROFITS, CONTRACTS, REVENUE OR DATA RAISING OUT OF OR IN CONNECTION WITH THE ASSIGNMENT AGREEMENT.

IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THE ASSIGNMENT AGREEMENT FOR ANY AND ALL BREACHES AND FOR ANY NEGLIGENT OR OTHER ACT OR OMISSION IN RELATION TO THE ASSIGNMENT AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES OWED BY THE CLIENT TO THE FREELANCER FOR WORK PRODUCT THAT THE FREELANCER IS OBLIGATED TO PROVIDE UNDER THE ASSIGNMENT AGREEMENT.

Term

The term of the Assignment Agreement commences on the date on which the Assignment is accepted by both Parties on the OneSpace Platform and will continue until the earlier of (a) the date on which the Assignment is closed by means of the OneSpace Platform interface or (b) the termination of the Assignment Agreement by the Client or the Freelancer.

Effects of Termination

The following sections will survive termination or expiration of the Assignment Agreement: Ownership & Assignment of Work Product, Independent Contractor Relationship, and Confidentiality. Termination or expiration of the Assignment Agreement will not affect either Party’s liability for any breach of the Assignment Agreement it may have committed before such expiration or termination.

Upon termination of the Assignment Agreement by any reason other than its expiration, or earlier as requested by the Client, the Freelancer shall deliver to the Client any and all documents, prototypes, samples and any other materials (including all copies thereof) in the Freelancer’s possession or control that contain, summarize or disclose any Work Product (in whatever stage of development or completion).

If the Assignment Agreement is terminated by the Freelancer for cause, the Client shall pay the Freelancer fees on a proportional basis and reimburse the Freelancer for reasonable related expenses incurred before the effective date of such termination, but in no event will the Client be obligated to pay more than the payment amount agreed to in the Assignment Terms.

Governing Law

The Assignment Agreement is governed by the laws of the State of Illinois, without regard to its conflict of laws principles, for any suit or action arising from or related to the Assignment Agreement, whether in contract or in tort.

Publicity

Neither Party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotional materials regarding the other Party or its services unless: (a) it has received the express written consent of the other Party; or (b) it is required to do so by law or under the rules of any stock exchange to which it is subject.

Severability

If any provision of this Assignment Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Assignment Agreement will otherwise remain in full force and effect and enforceable. The failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

No Assignment or Delegation

Except as provided in the following sentence, neither Party may assign, delegate, or otherwise transfer, in whole or in part, the Party’s rights or obligations under the Assignment Agreement. Notwithstanding the previous sentence, the Freelancer may assign or delegate the Assignment to other persons or entities if permission for such assignment or delegation has been provided for in the Assignment Terms.

Notices

Notices are effective if submitted in accordance with the specified procedures on the OneSpace Platform interface. Notices are also effective if submitted via an email from a Party’s email address as listed on the Party’s User account to the other Party’s email address as listed on that Party’s User account, return receipt requested.

Notices delivered in writing will also be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Construction

Section headings are included in the Assignment Agreement merely for convenience of reference; they are not to be considered part of the Assignment Agreement or used in its interpretation.

When used in the Assignment Agreement, “including” means “including without limitation.” Additionally, “by means of the OneSpace Platform” refers to use of the OneSpace Platform to accomplish a given task in accordance with any applicable procedures or instructions provided on the Site or OneSpace Platform.

In the event of any conflict between these Terms of Engagement and the Assignment Terms, these Terms of Engagement will control unless the Assignment Agreement expressly refers to the Parties’ intent to alter these Terms of Engagement with respect to the relevant Assignment.

Waiver

Waivers are effective if incorporated in the Assignment Terms on the OneSpace Platform. Waivers are also effective if in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of the Assignment Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Time Is of the Essence

Time is of the essence in the Freelancer’s performance of services and development of Work Product under the Assignment Agreement and the Freelancer will use, at minimum, commercially reasonable efforts to meet any delivery and performance schedules set forth in the Assignment.

Entire Agreement

The Assignment Agreement is the final, complete and exclusive agreement of the parties with respect to its subject matter and supersedes and merges all prior or contemporaneous communications and understandings between the Parties.

Amendments

Amendments to the Assignment Agreement are effective if (1) the Parties agree to updates or changes to the Assignment Terms by means of the OneSpace Platform and (2) the Parties identify and express any amendments in clear and specific language. Amendments are also effective if in writing and signed by both Parties. In no event may the Parties amend the Assignment Agreement such that it impairs the rights or position of OneSpace in any way whatsoever.