- GLOBALNOW ACCOUNTS
You must register for an account with us (“Account”) to access and use certain portions of our Services and your registration is subject to our approval.
Your Account registration is subject to approval by GlobalNow. We reserve the right to decline a registration either to join the GlobalNow marketplace or to add an Account of any type, for any lawful reason or no reason, including without limitation supply and demand, cost to maintain data, or other business considerations.
- ACCOUNT ELIGIBILITY
GlobalNow offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Supplier Services (as defined below); and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.
- ACCOUNT PROFILE
To register for an Account to use our Services, you must complete a User profile (a “Profile”), which you consent to be shown to other Users. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
- ACCOUNT TYPES
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Service and Fee Agreement, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.
- CLIENT ACCOUNT
You can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”).
1.3.2 SUPPLIER ACCOUNT
You can register for an Account or add an Account Type to use the Services as a Supplier (a “Supplier Account”).
- ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business.
- IDENTITY AND LOCATION VERIFICATION
When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on the Site. You authorize GlobalNow, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed. Nothing in this Agreement will require GlobalNow to verify the User or any other User, however.
- USERNAMES AND PASSWORDS
Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and you agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. See Section 1.5 (Account Permissions) for information on allowing another registered User to act on your behalf in your Account.
- PURPOSE OF GLOBALNOW TALENT MARKETPLACE
The GlobalNow Talent marketplace Site is a work marketplace where Clients and Suppliers can identify each other and promote, buy, and sell Supplier Services online. GlobalNow provides the Services to Users, including hosting and maintaining the GlobalNow Site, assigning Suppliers to specific request for services by a Client (a “Talent Request”), facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract by a candidate submission from a Supplier being accepted by a Client, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract.
- RELATIONSHIP WITH GLOBALNOW
GlobalNow offers a platform that enables Users to meet one another through a Talent Request assignment process, enter into service relationships and agreements, receive and provide Supplier Services, and make and receive payments through the GlobalNow platform and supporting systems. GlobalNow neither performs nor employs individuals to perform Supplier Services. You acknowledge and agree that GlobalNow does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract and agree that: (a) GlobalNow is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) GlobalNow is not responsible for the offering, performance, or procurement of Supplier Services, (c) GlobalNow does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between GlobalNow and any User offering services.
You further acknowledge and agree that Users, and not GlobalNow, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Supplier; (b) assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract on the GlobalNow Marketplace as well as accepting the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts outside the terms of this User agreement, and for performing and monitoring performance under them. All Service Contracts executed on the GlobalNow marketplace platform between Users are directly between the Users and GlobalNow is not a party to those contracts.
- TAXES AND BENEFITS
Supplier acknowledges and agrees that Supplier is solely responsible for: (a) all tax liability associated with payments received from Supplier’s Clients and through GlobalNow, and that GlobalNow will not withhold any taxes from payments to Supplier unless required to under applicable law; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Supplier is not covered by or eligible for any insurance from GlobalNow; (c) determining and fulfilling Supplier’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if GlobalNow is required by applicable law to withhold any amount of the Supplier Fees and notifying GlobalNow of any such requirement and indemnifying GlobalNow for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of GlobalNow, Supplier agrees to promptly cooperate with GlobalNow and provide copies of Supplier’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but
not limited to records showing Supplier is engaging in an independent business as represented to GlobalNow.
- MARKETPLACE FEEDBACK AND USER CONTENT
You acknowledge and agree that Users may publish and request GlobalNow to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Suppliers or Clients voluntarily submit to GlobalNow and does not constitute an endorsement, or recommendation by GlobalNow. You agree that GlobalNow is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. GlobalNow generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. GlobalNow reserves the right (but is under no obligation) to remove posted feedback or information that GlobalNow determines violates the terms of this User Agreement or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of GlobalNow.
- CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND SUPPLIER
- SERVICE CONTRACTS
As provided in Section 2.1 above, if a Client and a Supplier decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Supplier; GlobalNow is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between GlobalNow and any User.
With respect to any Service Contract, Clients and Suppliers may enter into any additional agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand GlobalNow’s rights or obligations under this Agreement.
Upon receipt of a new Client Talent Request within the GlobalNow Site, GlobalNow administration will assign the Talent Request to select participating suppliers within the marketplace. GlobalNow will determine which suppliers to receive Talent Request based on GlobalNow’s sole discretion. GlobalNow reserves the right to assign Talent Request as GlobalNow deems appropriate, and Supplier has no authority or guarantee to receive specific Talent Requests. Suppliers agree that they have no right to receive a certain number or type of Talent Requests.
Both Client and Suppliers acknowledge that Service Contracts are executed upon Client’s ACCEPTING a supplier candidate submission through the GlobalNow talent management systems. Acceptance occurs when a Client updates the “Accept Candidate” field presented on the system form and submits the update through the system. Upon Acceptance, the Client and Supplier will abide by all the GlobalNow Terms and Conditions outlined in the Service Contract and will abide by the specific resource scheduling and other work requirement information included in the system record. This includes information such as Rate, Engagement Duration, Working Hours, and other relevant information included in the candidate record at the time of Acceptance.
- DISPUTES AMONG USERS
For disputes arising between Clients and Suppliers, you agree to abide by the dispute resolution process that is explained in your Service Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that GlobalNow will not and is not obligated to provide any further dispute resolution assistance.
If Supplier or Client seeks an order from an arbitrator or court that might direct GlobalNow or our affiliates to take or refrain from taking any action with respect to a User Account, that party will
- give us at least twenty (20) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting GlobalNow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting GlobalNow, GlobalNow be paid for the reasonable value of the services the order obligates us to
- CONFIDENTIAL INFORMATION
To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract is never agreed to.
- WORKER CLASSIFICATION WORKER CLASSIFICATION
Client is solely responsible for and assumes all liability for determining whether Suppliers should be engaged as independent contractors or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Suppliers complies with applicable laws, regulations, and rules. GlobalNow is not responsible for worker classification as between Client and Supplier, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between GlobalNow and a User.
- GLOBALNOW FEES
- FEES FOR SUPPLIERS
Service Fees. Suppliers agree to pay GlobalNow a service fee for the use of the Services (including marketing, invoicing, reporting, payment, and dispute resolution services), as set forth in the Service Contract and Fee Agreement. When a Client pays a Supplier for a Project using the methods mandated by GlobalNow, GlobalNow will then subtract and disburse to GlobalNow the Service Fee and pay the supplier the remaining amount due based on the Service Contract terms. Supplier hereby irrevocably authorizes and instructs GlobalNow to deduct the Service Fee and pay GlobalNow on Supplier’s behalf. If Supplier chooses to withdraw funds in a currency other than U.S. dollars, GlobalNow will impose a foreign currency conversion charge, and the rate may differ from rates that are in effect on the date of the payment.
- CLIENT FEES
Clients pay GlobalNow a Marketplace Fee for accessing the Services, and for administration and facilitation of payments related to the Supplier Fees they pay to Suppliers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
GlobalNow Fees are exclusive of taxes. GlobalNow does not collect taxes it is not required to collect, but GlobalNow may be required by applicable law to collect certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). These collection requirements and rates may change based on changes to the law in your area. Any amounts GlobalNow is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to GlobalNow under the Service Contract. Supplier is responsible for reporting all taxes required by GlobalNow to collect from Supplier invoices to Clients. Suppliers are responsible for communicating any tax requirements to GlobalNow prior to generation of invoice amounts on Client behalf.
- PAYMENT TERMS
Service Contracts. If Users enter into a Service Contract, then the Users agree that they will be bound by, and GlobalNow will follow, the Instructions applicable to the contract.
- CLIENT PAYMENTS ON SERVICE CONTRACTS
Hourly Contracts. Supplier will invoice Client for Supplier Fees on a twice per month basis through GlobalNow, and Client will pay invoices consistent with the Service Contract and Fee Agreement. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs GlobalNow or its affiliates to charge Client’s Payment Method for the Supplier Fees.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment.
- DISBURSEMENTS TO SUPPLIERS ON SERVICE CONTRACTS
GlobalNow will automatically disburse available funds no more than fifteen (15) days after the Supplier Fees are released to GlobalNow.
Except as expressly provided in this user Agreement and as prohibited by applicable law, GlobalNow may refuse to process, may hold the disbursement of the Supplier Fees or any other amounts as we deem appropriate in our sole discretion if: (a) we require additional information, such as Supplier’s tax information, government-issued identification or other proof of identity, or address; (b) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site or is using the Site unlawfully; (c) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement ; or (d) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, we determine that the hold on the disbursement of the Supplier Fees is no longer necessary, GlobalNow will release the hold as soon as practicable.
In addition, except as expressly provided in this User Agreement and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you or your Client despite our provision of the Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing GlobalNow to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.
- NON-PAYMENT OR DEFAULT
If Client is in “default”, meaning the Client fails to pay the Supplier Fees or any other amounts when due under the Service Contract, or a written agreement for payment terms incorporating the Terms of
Service (signed by an authorized representative of GlobalNow), GlobalNow will be entitled to the remedies described in this Section 5.3 in addition to such other remedies that may be available under applicable law or in such written agreement. Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Supplier Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by GlobalNow within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by GlobalNow for Supplier Fees or such other amount due being reversed to the Client; or
(e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Supplier Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay GlobalNow upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, GlobalNow, may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by GlobalNow, make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
GlobalNow does not guarantee that Client is able to pay or will pay Supplier Fees, and GlobalNow is not liable for and may reverse Supplier Fees if Client is in default or initiates a chargeback of funds with their financial institution. Supplier may use the dispute process as described in the applicable Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Supplier chooses. If GlobalNow recovers funds from a Client who initiated a chargeback or who is in default pursuant to this Section 5.3, GlobalNow will disburse any portion attributable to Supplier Fees to the applicable Supplier to the extent not already paid by Client or credited by GlobalNow through any Payment Protection program.
- NO RETURN OF FUNDS AND NO CHARGEBACKS
Client acknowledges and agrees that GlobalNow may charge, or debit Client’s designated Payment Method for the Supplier Fees incurred as described in the applicable Escrow Instructions and the Fee and ACH Authorization Agreement. Once GlobalNow charges or debits the Client’s designated Payment Method for the Supplier Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Service Contract provides a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Supplier Fees or other fees charged pursuant to the User Agreement or Service Contract for any reason. A chargeback in breach of this obligation is a material breach of the User Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that GlobalNow may dispute or appeal the chargeback, institute collection action against Client, close Client’s account, and take such other action it deems appropriate.
- PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Site or by authorizing payments with the Payment Method, Client represents that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on GlobalNow; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.
When Client authorizes a payment using a Payment Method via the Site, Client represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement, or the Service Contract cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
GlobalNow is not liable to any User if GlobalNow does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. GlobalNow will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement Instructions.
- MAKING PAYMENTS THROUGH GLOBALNOW
You acknowledge and agree that a substantial portion of the compensation GlobalNow receives for making the Site available to you is collected through the Service Fee described in Section 4.1 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the “GlobalNow Relationship”). GlobalNow only receives the Service Fee when a Client and a Supplier pay and receive payment through the Site. Therefore, except as set out in Section 6.2, for the period beginning from the start of an GlobalNow Relationship and continuing until the later of (i) 36 months thereafter, or (ii) 12 months after the GlobalNow Relationship terminates (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not:
Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
You agree to notify GlobalNow immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 6 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to GlobalNow at firstname.lastname@example.org.
You acknowledge and agree that a violation of this Section 6.1 is a material breach of this User Agreement and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.
- COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
For Users subject to this Section 6.2, Users agree to use the communication services available on the Site or other communication channels provided by GlobalNow as part of the service to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use GlobalNow as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of GlobalNow; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
For purposes of this agreement, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site or other communication channels approved by GlobalNow, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.
You acknowledge and agree that a violation of this Section 6.2 is a material breach of the User Agreement and your Account may be permanently suspended for such violations.
- RECORDS OF COMPLIANCE
You are solely responsible for creation, storage, and backup of your business records. You agree that GlobalNow has no obligation to store, maintain or provide you with a copy of any content or information that you provide, except to the extent required by applicable law.
- WARRANTY DISCLAIMER
GlobalNow and its affiliates make no representation or warranty about the Services, including that the Services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, GlobalNow and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
- LIMITATION OF LIABILITY
GlobalNow shall not be liable, and you agree to release us and hold us harmless, for any damages or losses arising out of or related to with the Services, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this agreement.
Additionally, in no event will GlobalNow, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of GlobalNow, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the Service Contract will not exceed the lesser of: (a) $2,500 or (b) any fees retained by GlobalNow with respect to Service Contracts on which User was involved as Client or Supplier during the six-month period preceding the date of the claim.
These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the Service Contract , whether in contract, tort (including negligence), strict liability, or otherwise, even if GlobalNow has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
In recognition of the fact that GlobalNow is not a party to any contract between Users, you hereby release GlobalNow, our other affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Supplier Services provided to Client by a Supplier and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
You will indemnify, defend, and hold harmless GlobalNow, our other affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 5.3 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Supplier as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Service Contract ; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 11, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or
- AGREEMENT TERM AND TERMINATION
Unless both you and GlobalNow expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other as agreement terms as well, except as otherwise provided in this Agreement. You may provide written notice to email@example.com In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.
You agree that GlobalNow is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct GlobalNow will close any open contracts; (b) you will continue to be bound by this Agreement and the other Service Contract until all such Projects have closed on the Site and your access to the Site has been terminated; (c) GlobalNow will continue to perform those Services necessary to complete any open transaction between you and another User; (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to GlobalNow for any Services or such other amounts owed under the Service Contract and to any Suppliers for any Supplier Services; and (e) you will continue to be bound by the provisions of Section 6 (Non-Circumvention) for the period set forth therein.
Without limiting GlobalNow’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Service Contract; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without GlobalNow’s prior written consent. If you attempt to use the Site 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 owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if GlobalNow decides to temporarily or permanently close your account, GlobalNow has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z)
provide those users with a summary of the reasons for your account closure. You agree that GlobalNow will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.
- ACCOUNT DATA ON CLOSURE
After this Agreement terminates, the terms of this Agreement and the Service Contract that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or GlobalNow from any obligations incurred prior to termination of this Agreement or other parts of the Service Contract or that may accrue related to any act or omission prior to such termination.
- DISPUTES BETWEEN YOU AND GLOBALNOW
- DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and GlobalNow or our affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, GlobalNow, and our affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the Service Contract, your relationship with GlobalNow (including without limitation any claimed employment with GlobalNow or one of our affiliates or successors), the termination of your relationship with GlobalNow, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 13 (sometimes referred to as the “Arbitration Provision”), to the maximum extent permitted by applicable law.
By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties
instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”)).
- CHOICE OF LAW
However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
- INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and GlobalNow agree to first notify each other of the Claim. You agree to notify GlobalNow of the Claim by email to legalnotices@GlobalNow.com, and GlobalNow agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and GlobalNow then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or GlobalNow, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and GlobalNow will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.
- BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Arbitration Provision applies to all Users located in or who reside in the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, GlobalNow, and our affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
- SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have, whether based on past, prevent, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with GlobalNow ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement or the Service Contract. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided in this Agreement, arbitration will be conducted in Dallas County, Texas in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a
violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Suppliers that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where Supplier is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and GlobalNow will follow the applicable JAMS rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between GlobalNow and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 13.4.4 below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 13 unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.
This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration. GlobalNow will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
- INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Service Contract is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this
Arbitration Provision will be enforceable.
- ENTIRE AGREEMENT
This Agreement, together with the Service Contract, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.
- MODIFICATIONS; WAIVER
Subject to the conditions set forth herein, GlobalNow may amend this Agreement and the Service Contract at any time by posting a revised version on the Site. GlobalNow will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated User Agreement on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by GlobalNow, GlobalNow will provide at least 30 days’ advance notice of the change but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the User Agreement of Service Contract will take effect on the noted effective date. No modification or amendment to the User or Service Contract will be binding upon GlobalNow unless they are agreed in a written instrument signed by a duly authorized representative of GlobalNow or posted on the Site by GlobalNow. Email will not constitute a written instrument as contemplated by this Section 14.2.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
In order to assign the User Agreement or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to GlobalNow via email to legalnotices@GlobalNowinc.com that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If GlobalNow does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed.
No other assignments are valid without GlobalNow’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
- SEVERABILITY; INTERPRETATION
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the Service Contract is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will 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 one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.
- FORCE MAJEURE
The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control. Notwithstanding the foregoing, this provision shall not apply to the payment of fees to GlobalNow under this Agreement.
- PREVAILING LANGUAGE AND LOCATION
The English language version of this agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
- ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Those who access or use the Site from jurisdictions other than the United States are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area 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 Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State 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. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.
- CONSENT TO USE ELECTRONIC RECORDS
GlobalNow and its affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from GlobalNow and its affiliates rather than in paper form.
Capitalized terms not defined below or above have the meanings described in the Site FAQs or elsewhere in the Service Contract .
“Client” means any authorized User of the Site or Site Services, including Service Contracts, to seek or obtain Supplier Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, or provided in connection with a Project, regardless of whether the information is 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 Supplier or Client; (b) was lawfully received by User without restriction 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 another person’s Confidential Information.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Supplier.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Supplier for Supplier Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to GlobalNow, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as GlobalNow may accept from time to time in our sole discretion.
“Project” means an engagement for Supplier Services that a Supplier provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, the contractual provisions between a Client and a Supplier governing the Supplier Services to be performed by a Supplier for Client for a Project
“Substantial Change” means a change to the terms of the User Agreement or the Service Contract that materially reduces your rights or increases your responsibilities.
“Supplier” means any authorized User of the Site or Site Services for the purpose of providing products or services to Clients under the Service.
“Supplier Fees” means: the amount reflected in the Hourly Invoice (the number of hours invoiced by Supplier, multiplied by the hourly rate charged by Supplier);
“Supplier Services” means all services performed for or delivered to Clients by Suppliers.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to GlobalNow, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Supplier agrees to create.
for, or actually delivers to, Client as a result of performing the Supplier Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.