This BidOnWork.com User Agreement (the "Agreement") is a contract between you (the "User") and BidonWork.com, LLC, an Arizona Limited Liability Corporation with its principal place of business at 1430 N Bel Air Drive, Ste 100, Mesa, AZ 85201 (BidOnWork.com, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.bidonwork.com (the “Site”) and related software and services (collectively, the “BidOnWork.com Platform”). BidOnWork.com may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date we post it. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Bid On Work Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE BidOnWork.com PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE BidOnWork.com PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
The BidOnWork.com Platform matches Consumers and Service Professionals so they can buy and sell Services online. Under this Agreement, BidOnWork.com provides services to both Consumers and Service Professionals , including curating Consumers and Service Professionals , facilitating the formation of contracts between Consumers and Service Professionals , and managing disputes related to those contracts. Consumers post jobs and invite Service Professionals to apply. Service Professionals post profiles and bid on jobs. If a Consumer and Service Professional agree on terms, a Service Contract is formed directly between such Consumer and Service Professional subject to the provisions set forth in Section 3 (Service Contract Terms Between Consumer and Service Professional). Consumers directly pay Service Professionals in connection with their delivery of services. BidOnWork.com collects payment from Service Professionals through the BidOnWork.com platform upon being selected as the winning bid and Service Professional accepting the job.
The BidOnWork.com Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
There are no fees to Consumers to post jobs and there are no fees to Service Professionals to bid on jobs. BidOnWork.com only charges Service Professionals a fee for the services of connecting them with the Consumers that hire them for work. Typically this fee is equal to 15% of Service Professionals winning bid.
You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.
BidOnWork.com reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize BidOnWork.com, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User’s BidOnWork.com account password. User agrees not to disclose this password to anyone and shall be solely responsible for any use of or action taken through the use of such password on bidonwork.com. You must notify BidOnWork.com Support immediately if you suspect that your password has been lost or stolen. By using your BidOnWork.com User account, you acknowledge and agree the BidOnWork.com account security procedures are commercially reasonable.
If Service Professional fails to pay amounts due under this Agreement, whether by canceling Service Professional’s credit card, initiating an improper chargeback, or any other means, Service Professional’s BidOnWork.com account will be suspended. Without limiting other available remedies, Service Professional must reimburse BidOnWork.com for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, BidOnWork.com may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
If for any reason, either the Consumer or the Service Professional feel that the service contract found in section 3, has been breached or violated in any way, a dispute may be submitted, indicating the necessary details in order for BidOnWork.com to investigate. All disputes must be submitted through the BidOnWork.com platform under the users settings account. Disputes can only be submitted once during a single contract. BidOnWork.com’s dispute team will investigate on behalf of the user who submitted the dispute and can take up to 30 days from time of submission in order to come to a resolution. BidOnWork.com offers no guarantees with any dispute regardless of the type or matters found therein, however BidOnWork‘s dispute team will give it’s full support to try and come to a valid resolution.
BidOnWork.com has the right, but not the obligation, to suspend or cancel your access to the BidOnWork.com Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting BidOnWork.com's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the BidOnWork.com Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for BidOnWork.com. Once suspended or terminated, you MAY NOT continue to use the BidOnWork.com Platform under a different account or reregister under a new account. If you attempt to use the BidOnWork.com Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the BidOnWork.com Platform, including data, messages, files and other material you keep on BidOnWork.com.
Service Professional shall perform Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product.
Service Professional shall pay BidOnWork.com the agreed-upon amount for the approved project (under Fixed-Price Contracts) which is typically 15% of the winning bid price.
The Service Professional may terminate a Fixed-Price Contract at any time if no payment has been made. If a payment has been made on a Fixed Price Contract, the Service Professional may terminate only with the Consumer’s consent or after the payment has been refunded.
Proprietary Rights in Work Product shall be owned by Service Professional until payment has been made by Consumer, at which time Service Professional will be deemed to have assigned all Proprietary Rights in the Work Product to Consumer. For Fixed-Price Contracts, Consumer has complete and sole discretion whether and how much to pay; however, if Consumer does not pay in full, Service Professional may terminate the Service Contract by refunding any partial payment, and Service Professional will retain Proprietary Rights in Work Product. To the extent that under applicable law, Proprietary Rights cannot be assigned, Service Professional hereby irrevocably agrees to grant, and hereby grants, to Consumer an exclusive (excluding also Service Professional), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Service Professional hereby irrevocably agrees to grant, and hereby grants, to Consumer, such rights as Consumer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Consumer will be able to acquire, perfect and use such Proprietary Rights, Service Professional will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Consumer, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it; (ii) sign any documents at Consumer’s request to assist Consumer in the documentation, perfection and enforcement of its rights; and (iii) provide Consumer with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights in any and all countries. In the case that under applicable law, Service Professional retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product or Confidential Information under this Agreement, Service Professional irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Service Professional cannot waive such rights, Service Professional agrees not to exercise such rights, until Service Professional has provided prior written notice to Consumer and then only in accordance with any reasonable instructions that Consumer issues in the interest of protecting its rights. Service Professional’s obligations under this Section 3.6 will continue even after Service Professional deregisters from or ceases use of the Bid On Work Platform. Service Professional appoints Consumer as Service Professional’s attorney-in-fact to execute documents on Service Professional’s behalf for the purposes set forth in this Section 3.6.
Service Professional shall ensure that no Work Product created or delivered by Service Professional includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Service Professional or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively "Pre-existing IP") without obtaining the prior written consent of the Consumer to the inclusion of such Pre-existing IP in the Work Product. Service Professional acknowledges that, without limiting any other remedies, Service Professional shall not be entitled to payment for, and shall refund to Consumer any payments previously made by Consumer to Service Professional for, any Services performed on a Service Contract if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 3.7.
Consumer assumes all liability for proper classification of Service Professionals as independent Service Professionals or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Consumer and Service Professional. Service Professional does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Consumer. Service Professional acknowledges that BidOnWork.com does not, in any way, supervise, direct, or control Service Professional's work or Services performed in any manner. BidOnWork.com does not set Service Professional's work hours and location of work. BidOnWork.com will not provide Service Professional with training or any equipment, labor or materials needed for a particular Contract. BidOnWork.com will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Consumer and Service Professional will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Service Professional's performance of Services. For Contracts classified as independent Service Professional relationships, Consumer may not require an exclusive relationship between Consumer and Service Professional. A Service Professional classified as independent Service Professional is free at all times to provide Services to persons or businesses other than Consumer, including any competitor of Consumer. For Contracts classified as employer-employee relationships, Consumer will manage the Service Contract through BidOnWork.com's payrolling program, where the Service Professional becomes an hourly employee of BidOnWork.com's staffing affiliate and Service Professional and Consumer enter into appropriate additional agreements. Consumer and Service Professional agree to indemnify, hold harmless and defend BidOnWork.com from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Service Professional was misclassified as an independent Service Professional, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Service Professional was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that BidOnWork.com was an employer or joint employer of Service Professional, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
Consumer and Service Professional each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to BidOnWork.com upon request. BidOnWork.com, or BidOnWork.com's advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Service Professional's operations and records to confirm compliance. Nothing in this provision should be construed as providing Bid On Work with the right or obligation to supervise or monitor the actual Services performed by Service Professional.
Service Contracts shall be governed by Sections 6 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.
The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed by Consumer and Service Professional shall constitute the entire agreement and understanding of Consumer and Service Professional with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
User expressly acknowledges, agrees and understands that: (i) the BidOnWork.com Platform is merely a venue where Users may act as Consumers or Service Professionals ; (ii) BidOnWork.com is not a party to any Service Contracts between Consumers and Service Professionals ; (iii) User recognizes, acknowledges and agrees that User is not an employee of BidOnWork.com and that BidOnWork.com does not, in any way, supervise, direct, or control User's work or Services; (iv) BidOnWork.com shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) BidOnWork.com has no control over Service Professionals or over the Services promised or rendered by Service Professionals ; and, (vi) BidOnWork.com makes no representations as to the reliability, capability, or qualifications of any Service Professional or the quality, security or legality of any Services, and BidOnWork.com disclaims any and all liability relating thereto.
BidOnWork.com and its licensors reserve all Proprietary Rights in and to the BidOnWork.com Platform. User may not use the BidOnWork.com Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. BidOnWork.com reserves the right to withdraw, expand and otherwise change the BidOnWork.com Platform at any time in BidOnWork.com's sole discretion. User shall not be entitled to create any "links" to the BidOnWork.com Platform, or "frame" or "mirror" any content contained on, or accessible through, the BidOnWork.com Platform, on any other server or internet-based device.
All BidOnWork.com Fees are considered earned upon receipt. Fees may be refundable for up to 30 days depending on circumstances.
Service Professional hereby authorizes BidOnWork.com to run credit card authorizations on all credit cards provided by Service Professional, and to charge Service Professional’s credit card (or any other form of payment authorized by BidOnWork.com or mutually agreed to between Service Professional and BidOnWork.com). BidOnWork.com may, in its sole discretion, deviate from its typical billing cycle.
To the extent a Consumer or Service Professional provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of BidOnWork.com, to any Consumer or Service Professional engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through BidOnWork.com Platform for use by Service Professional).
If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Consumer’s or Service Professional’s written request (which may be made at any time at Consumer’s or Service Professional’s sole discretion), Consumer or Service Professional (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Consumer or Service Professional, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party’s written request to certify.
Without limiting Section 6.1 (Confidentiality), Consumer, Service Professional and BidOnWork.com shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.
BidOnWork.com MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, BidOnWork.com PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BidOnWork.com DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST BidOnWork.com WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
IN NO EVENT WILL BidOnWork.com BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF BidOnWork.com TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY BidOnWork.com FEES RETAINED BY BidOnWork.com WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED AS Consumer OR Service Professional DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
Each User shall indemnify, defend and hold harmless BidOnWork.com and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.
Each Consumer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Consumer’s use of Services, including without limitation claims by or on behalf of any Service Professional for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Consumer and a Service Professional.
Each Service Professional shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Service Professional's provision of Services, or (ii) any Service Contract entered into between such Service Professional and a Consumer.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
Sections 4 through 12 of this Agreement shall survive any termination thereof.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
Section 11.1 notwithstanding, Consumers and Service Professionals may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand BidOnWork.com's obligations or restrict BidOnWork.com's rights under this Agreement.
User shall not violate any laws or third party rights on or related to the BidOnWork.com Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the BidOnWork.com Platform. Notices hereunder shall be invalid unless made in writing and given (a) by BidOnWork.com via email (in each case to the email address that you provide), (b) a posting on the BidOnWork.com Site or (c) by you via email to support@bidonwork.com or to such other addresses as BidOnWork.com may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement shall be binding upon BidOnWork.com unless in a written instrument signed by a duly authorized representative of BidOnWork.com. For the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without BidOnWork.com's prior written consent in the form of a written instrument signed by a duly authorized representative of BidOnWork.com (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). BidOnWork.com may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, ("Claims") shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
BidOnWork.com and User hereby agree that any Claims shall first be settled through negotiation or according to the Dispute Resolution Policy set forth in Section 2.9 above. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by both parties and by BidOnWork.com, as applicable. You agree that any Claim you may have against BidOnWork.com, if not resolved as set forth above, must be resolved by the California state courts of San Mateo County (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
"Consumer" means any User utilizing the BidOnWork.com Platform to request Services to be performed by a Service Professional. From time to time, BidOnWork.com may act as a Consumer, and the terms and conditions of this Agreement applicable to Consumers will apply to BidOnWork.com when acting in this way.
"Consumer Deliverables" means instructions, requests, intellectual property and any other information or materials that a Service Professional receives from a Consumer for a particular Service Contract.
"Confidential Information" means Consumer or Service Professional Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Service Professional or Consumer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party\'s obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information.
"Service Professional" means any company or individual User utilizing the BidOnWork.com Platform to offer Services to Consumers.
"Service Professional Deliverables" means instructions, requests, intellectual property and any other information or materials that a Consumer receives from a Service Professional for a particular Service Contract.
"Service Professional Fees" means: for a Fixed-Price Contract, the Fixed-Price; and/or other payments made by a Service Professional for a Service Contract.
"Effective Date" means the date of acceptance of this Agreement.
"Fixed-Price" means a fixed fee agreed between a Consumer and a Service Professional, prior to the commencement of a Contract, for the completion of all Services requested by Consumer for such Contract.
"Fixed-Price Contract" means a Service Contract for which Consumer is charged a Fixed-Price.
“BidOnWork.com Platform” means the online platform operated by BidOnWork.com that matches Consumers with Service Professionals and enables Users to buy and sell Services online.
"Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
"Service Contract" means a particular project or set of ongoing tasks for which a Consumer has requested Services to be performed by a Service Professional and the Service Professional has agreed on the BidOnWork.com Platform.
"Work Product" means any tangible or intangible results or deliverables that Service Professional agrees to create for, or actually delivers to, Consumer as a result of performing the Services on a particular Service Contract.
