Terms and Conditions
Updated October 26th, 2016
Welcome to Compass!
Thanks for thinking of us for your website design project. We know you want to get started as soon as possible, but before we can move forward, we need you to review a few important points about working with Compass.
Accepting the Compass Terms & Conditions
This user agreement is a contract between you (the “User”) and Business Compass Inc., A Delaware C-corporation (“Compass”, “we” or “us”). You must read, agree with and accept all the terms and conditions contained in this Agreement in order to use our website located at www.hellocompass.com (the “Site”) and related software and services (collectively with the Site, the “Compass Platform.
YOU UNDERSTAND THAT BY USING THE COMPASS 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 COMPASS 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, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
2. The Compass Platform
Compass has created a process and marketplace for connecting Business Owners and vetted Freelance Designers known as the Compass Platform. This platform enables users to purchase and sell website design services, copywriting services and other services related to website design all online. If a Business Owner accepts a Freelancer’s project application, a contract (the “Service Contract”) is formed directly between such Business Owner and Freelancer subject to the terms specified in Section 3 (Service Contract Terms Between Business Owner and Freelancer).
The Compass Platform enables both Business Owners and Freelancers to buy and sell Website Design Services. Compass is not a website design service. It is a service that helps Business Owners and Freelancers to connect and execute on website design.
Compass collects payment from the Business Owner on behalf of the Freelancer. Compass charges Freelancers a fee for the use of the Compass Platform and the services it provides (the “Compass Fees”). This fee is equal to 40% of Business Owners’ total payments, unless Compass advises the Business Owner and Freelancer in advance as to a different fee. It is calculated by taking the Business Owner’s Total payment amount and multiplying by 0.40.
Compass uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Compass Platform. This processor is called Stripe. The processing of payments or credits, as applicable, in connection with your use of the Compass Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Compass is not responsible for any errors by the Payment Processor.
3. Getting started
The Compass 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.
Business Owners and Freelancers agree that they are 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 CDN or U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
Compass expects a consistent and high level of courtesy, respect and professionalism from all of its serviced Business Owners and Freelancers toward each other. Business Owners and Freelancers agree to use good judgment when posting information, comments, or other content regarding other Business Owners and Freelancers, Compass or any third party anywhere within the Compass Platform.
When submitting any content to or otherwise using the Compass Platform, you agree not to post or transmit to or from the Compass Platform:
- any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;
- any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;
- any falsehoods or misrepresentations that could damage us, our users or any third party;
- any private information concerning another person, without their permission;
- anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;
- anything which solicits a user’s password or other account information;
- anything which harvests user names, addresses, or email addresses for any purpose; and
- any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.
You will not access (or attempt to access) the Compass Platform by any means other than the interface provided, and you will not use information from the Compass Platform 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 Compass Platform. 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.
You do further hereby agree to use the Compass Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Compass Platform:
- attempt to access or search the Compass Platform or download content from the Compass Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
- access, tamper with, or use non-public areas of the Compass Platform, our computer systems, or the technical delivery systems of our providers;
- gather and use information, such as other users’ names, real names, email addresses, available through the Compass Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation;
- use the Compass Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement;
- violate any applicable law or regulation; or
- advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
Compass is not legally responsible for any remarks, information or other content posted or made available on the Compass Platform by any Business Owner or Freelancer or third party, even if such information or content is defamatory or otherwise legally actionable. Compass is not legally responsible for any negative outcome of the relationship between Business Owners and Freelancers. Compass is not responsible for and does not monitor or censor content for accuracy or reliability. However, Compass reserves the right to remove or restrict access to any information or content posted or made available on the Compass Platform if ordered to do so by a government authority or if Compass considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.
3.3 Identity and Account Security
All identity information associated with a Compass Business Owner and Freelancer account must be real and verifiable. Each Compass Business Owner and Freelancer account must be used by only one person, and each person is allowed to use only one Business Owner and Freelancer account. Compass reserves the right to validate Business Owner and Freelancer 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 Business Owner and Freelancer’s identity. You authorize Compass, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement.
The Business Owner and Freelancer is solely responsible for ensuring and maintaining the secrecy and security of the Business Owner and Freelancer’s Compass account password. Business Owners and Freelancers agree not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Compass. You must notify Compass Support (firstname.lastname@example.org) immediately if you suspect that your password has been lost or stolen.
By using your Compass Business Owner or Freelancer account, you acknowledge and agree the Compass’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your Compass Business Owner and Freelancer account.
4. Working in Compass
4.1 Posting content
All content posted to Compass must not contain any information enabling or requesting contact or payment outside of the Compass Platform. Content must be of a professional nature and accurately adhere to the requested website design. It should be free of offensive language. Content may not advertise any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Content related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Content that involves exposure of an adult in a potentially offensive nature should notify potential readers in the title of the job posting.
4.2 Managing Projects
Business Owners agree to respond promptly to communications with and requests for information from the Freelancer.
4.3 Working on Projects
The Business Owner is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Business Owner. Freelancers agree to respond to all Business Owner communications and requests for information within 24 business hours. If the Freelancer will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Business Owner at least 1 week prior. After the completion of a Service Contract, the Freelancer can provide timely, honest and objective feedback on the Business Owner.
4.4 Timeline Expectations for Business Owners
Business Owners have timeline expectations to uphold in order for Compass and Freelancers to do their share of the work. If timeline expectations on the Business Owner are not met, Compass reserves the right to stop progress on the Business Owner’s website design project. This right will be exercised if the Business Owner spends an excessively-long amount of time for an outlined stage they are responsible for. Excessively long is determined by the following breakdown by stage:
- Website Plan (customer average is 15 business days): Excessive = 40 business days
- Feedback for a Mini Round of Review (compass allocates 2 business days ): Excessive = 10 business days
- Feedback for a Full Version of Review (compass allocates 3 business days): Excessive = 15 business days
- Feedback for the Final Version of Review (compass allocates 2 business days): Excessive = 10 business days
If this right is exercised, Compass will send an invoice to the Business Owner, the sum of which is directly related to the percentage completion of the project at the time of project stagnation. This invoice will be due within 1 week of receipt. This invoice is to both cover the costs of the project at this stage and to compensate any work the Freelancer has done at this stage.
- If this right is exercised, a “restart” fee of $50.00 is required to resume progress of a Business Owner’s website design project.
- If this right is exercised, Compass may forgo proactive communication to “restart” progress on the Business Owner’s project.
4.5 Timeline Expectations of Freelancers
Freelancers have timeline expectations to uphold in order for Compass and Business Owners to do their share of the work. If timeline expectations on the Freelancer are not met, Compass reserves the right to remove the Freelancer from the website design project, and find another Freelancer to fill the needed work. This right will be exercised if the Freelancer spends an excessively-long amount of time for an outlined stage they are responsible for. Freelancers are subject to scrutiny if these timeline standards are frequently violated without prior written notification. If these timeline standards are violated during the project, you may request another freelancer to work on your project.
- Response time after being extended a project opportunity: 1 business day
- Response time on email communication during the process of Business Owner’s website design project: 1 business day
- “Design Discovery” phase in which a Business Owner’s design is initially produced: the greater of 5 business days or the timeline mapped out in your project’s timeline
- “Full Version 1” phase in which a Business Owner’s design is fully produced in an iteration: the greater of 8 business days or the timeline mapped out in your project’s timeline
- “Final Version” phase in which a Business Owner’s design is produced in final design, functionality and quality assurance: the greater of 8 business days or the timeline mapped out in your project’s timeline
5. Billing and Payments
5.1 Fixed-Priced and Hourly Agreements
Projects on Compass can be organized on a Fixed-Price agreement or an Hourly agreement. Payments for Fixed-Price agreements and Hourly agreements would need to use Compass’s payment system to manage payments. Fixed-Price and Hourly agreements can be modified and extended as long as both the Business Owner and Freelancer agree.
Except pursuant to the Buyout Policy in Section 5.3 below, Business Owners shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Compass Platform. Any action that encourages or solicits complete or partial payment outside of the Compass Platform is a violation of this Agreement.
Should a Business Owner be found in violation of this section of this Agreement, it may result in a termination of their Compass account and the Business Owner shall pay to Compass fees equal to the greater of:
- $500; or
- the applicable fees had the payments been processed through the Compass Platform plus 18%.
Business Owners shall immediately notify Compass if a Freelancer requests that Business Owners make a payment directly to it or through any channels other than those provided or specified by Compass. Freelancers shall not accept any payments relating to a Service Contract (including, without limitation, bonuses) from a Business Owner directly or through any payment channels other than the Compass Platform. Freelancers shall immediately notify Compass if a Business Owner attempts to make a payment to Freelancer directly or through any payment channels other than those provided or specified by Compass.
5.3 Buyout Policy
Notwithstanding the provisions set forth above, Business Owners and Freelancers may agree, with Compass’s prior written approval, to provide or receive Services outside of the Compass Platform with Business Owners and Freelancers identified through the Compass marketplace, but only on the terms set forth in this Section.
If the Services are rendered more than two (2) years after the Business Owner identifies the Freelancer through the Compass Platform, no Compass Fees or buyout provisions apply. If Services are rendered outside of the Compass Platform less than two (2) years after the Business Owner identifies the Freelancer through the Compass Platform, payments for such Services will not be subject to the Compass Fees, provided that the Business Owner pays Compass a “Buy-Out” fee in accordance with the procedure set forth below:
Prior to projecting outside of the Compass Platform to receive Services from a Business Owner and Freelancer identified through the Compass Platform, the Business Owner will notify Compass in writing of its intent to pay the Buy-Out fee in lieu of paying through the Compass Platform.
Together with such notice, the Business Owner will pay or authorize Compass to deduct from its account the greater of:
- Twenty percent (20%) of the original project budget that has been approved on Compass; or
- One thousand dollars (1,000 USD).
5.4 Payment accounts
Each Freelancer must properly discharge and credit it’s Business Owner for all payments Compass receives from such Business Owner. Each User understands and agrees that:
- The transmission of funds in the manner described herein is not a separate and discrete service that Compass provides in addition to its Compass Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Compass Platform services that Compass is providing.
- The Compass payment account is a custodial account administered by Compass to facilitate disbursement of the Business Owner’s payment to the Freelancer.
- Compass acts as agent of the Freelancer and not as a trustee or fiduciary with respect to payments received through Compass. The duties of Compass as agent shall be entirely administrative and not discretionary save as expressly set forth herein.
Additionally, in the event that a Business Owner and Freelancer cannot agree upon whether a project (including but not limited to a Fixed-Price or Hourly Project) has been completed, and one of such parties advises Compass that there is a dispute in that regard, then Compass may determine if the project has been substantially completed and release the funds it holds to either the Business Owner and/or Freelancer, as it deems appropriate, in its sole and absolute discretion, and without any liability of Compass to any party whatsoever. Business Owner and Freelancer do hereby irrevocably authorize Compass to determine whether the project has been completed, and to disburse the amounts it is holding on behalf of Freelancer and Business Owner as it so determines to the party that it so determines.
If a Business Owner fails to pay amounts due under this Agreement, whether by cancelling a Business Owner’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Business Owner must reimburse the Freelancer 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, a Freelancer may set off amounts due against other amounts received from or held for the Business Owner, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
5.7 Hold on funds
Compass reserves the right, in its sole discretion, to place a hold on funds for a Business Owner’s payments to clear or if Compass suspects monies may be subject to charge back or if fraud is suspected. Compass will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Compass payment guarantee shall be revoked and all monies in a Compass account may be held and/or reclaimed, not just those from the project(s) under investigation.
5.8 Agencies and Agency Freelancers
An “Agency” is an organization seeking to make money on Compass by selling the Services of Agency Freelancers. An “Agency Freelancer” is a Freelancer under agreement to do work on the Compass Platform on behalf of an Agency. An Agency must have a manager responsible for the actions of all its Freelancers, including its Agency Freelancers, administrators in charge of maintaining the Agency’s finances, roster, and profile, and staffing managers in charge of finding and supervising Projects. One Agency Freelancer may serve in all or multiple roles. Every person who will do work for an Agency must have an individual Freelancer account and Freelancer profile associated with that person’s Agency on Compass. If an Agency Freelancer is no longer working for an Agency, the Agency may not use the Freelancer’s profile in any way. Freelancers leaving an Agency must contact the Agency Manager to remove their association. Agencies may not refuse to release an Agency Freelancer. When leaving the Agency, Agency Freelancers keep their profiles. Their histories are meant to reflect work done by them. The Agency’s work will retain the projects of Freelancers who have since left the Agency. An Agency that requests the immediate suspension of a Freelancer must provide the documents and supporting legal authority that prove, to Compass’s satisfaction, that the Freelancer has breached a non-compete agreement or a Compass policy.
5.9 Enforcement of User Agreement and Policies
Compass has the right, but not the obligation, to suspend or cancel your access to the Compass 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 Compass’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 Compass Platform to you if:
- you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site;
- we are unable to verify or authenticate any information you provide to us; or
- we believe that your actions may cause legal liability for you, our Business Owners and Freelancers or for Compass.
Once suspended or terminated, you MAY NOT continue to use the Compass Platform under a different account or reregister under a new account. If you attempt to use the Compass Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment methods 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 Business Owner or Freelancer account is cancelled, you may no longer have access to any parts of the Compass Platform, including data, messages, files and other material you keep on Compass. All intellectual property provided by Business Owners for the purposes of completing projects will be returned by Freelancers immediately upon termination.
Compass requires a $400.00 deposit on the outset of the project from the Business Owner. The deposit goes towards the final cost of the website.
Compass fees are refundable provided sufficient cause. If Compass failed to deliver on one or more key value propositions including timeline, quality and communication, partial refunds are possible. The refund schedule is determined by milestones in a project. If a project for a Business Owner has reached one of the following milestones, and if they feel a core value proposition has not been met, the business owner is entitled up to a 75% refund of the total Project Expense up to that point.
- Project Expense: 30% of total
- Design Disc
- Project Expense: 50% of total
- Full V1
- Project Expense: 75% of total
- Final V
- Project Expense: 95% of total
5.12 Payment Timing
Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information toCompass and notifying Compass of any changes to such information.
5.13 Credit Card Usage
You will provide Compass with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Compass. If You provide credit card information to Compass, You authorize Compass to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form.
6. Acknowledgements by Business Owners and Freelancers of Compass’s role
6.1 Service Contracts
Business Owners and Freelancers expressly acknowledge, agree and understand that:
- the Compass Platform is a venue where Business Owners and Freelancers may cooperate together over website design services;
- Compass is a service provider for project management between Business Owners and Freelancers
- Compass is not a party to any Website Design Service Contracts between Business Owners and Freelancers;
- Business Owners and Freelancers recognize, acknowledge and agree that Business Owners and Freelancers are not employees of Compass;
- Compass has no control over Freelancers or over the Work promised or rendered by Freelancers; and,
- Compass makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security or legality of any Work, and Compass disclaims any and all liability relating thereto.
6.2 Proprietary Rights
Compass and its licensors reserve all Proprietary Rights in and to the Compass Platform and Compass. Business Owners and Freelancers may not use the Compass Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the Service Contract. Compass reserves the right to withdraw, expand and otherwise change the Compass Platform at any time in Compass’s sole discretion. Business Owners and Freelancers shall not be entitled to create any “links” to the Compass Platform, or “frame” or “mirror” any content contained on, or accessible through, the Compass Platform, on any other server or internet-based device. Compass alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Compass Platform and Compass. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Compass Platform and Compass, or any Proprietary Rights owned by Compass. Compass’s name, logo, and the product names associated with Compass or the Compass Platform are trademarks of Compass or third parties, and no right or license is granted to use them.
6.3 Compass’s Compensation
All Compass Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.
7 Fees & Payments
7.1 Billing Business Owner
For Fixed-Price and Hourly Projects, the Business Owner is billed immediately.
Business Owner hereby authorizes Compass (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Business Owner, to store credit card details as Business Owner’s method of payment for Work, and to charge the Business Owner’s credit card (or any other form of payment authorized by Compass or mutually agreed to between the Business Owner and Compass).
7.3 Services Withheld Pending Payment
- Until final payment has been completed, Compass can withhold launching the website.
- Until final payment has been completed, Compass can withhold granting access to the website’s backend content management system.
7.4 Applicable Fee’s for the Business Owner
- If timeline expectations are not met by the Business Owner, Compass reserves the right to stop supporting the website project and to bill the customer for work completed up to this point. A $50.00 “project revival” fee will be enforced to get the project up and running again. See section 4.4 (Timeline Expectations for Business Onwers) for details on this criteria.
- Stock Assets ($10.00 / image and variable depending on the Video or Icon)
- Assets include stock photography, stock video, stock icons and more. If you choose to add stock assets to the website, Compass will reflect these costs on the final bill.
- Additional Round of Review, Feedback and Implementation ($300 per round)
- If you request additional rounds of revision and feedback during the process, Compass requires an additional $300.00. This will purchase a full cycle of review of the site, feedback with the designer and Implementation of the feedback for the designer.
- Additional Pages, sections or scope increases of any kind
- Pricing is subject to our the pricing model used on the outset of your project.
7.6 Reimbursements and Deductions
Compass will honor the pricing model scoped out on the outset for the final design. If scope of the website design project shrinks before a designer produces work towards a page or section, then we can remove items from the final bill. If, however, a designer has produced work towards an agreed-upon section of the website’s design, Compass must bill the Business Owner for mentioned items. If there is incomplete or unfinished work that is subject to scope change, Compass will coordinate a discussion between the Freelancer and the Business Owner to determine an appropriate compensation for the Freelancer, and an appropriate price for the the Business Owner to accommodate for the occasion.
8. Confidential Information
To the extent a Business Owner or Freelancer provides Confidential Information to the other and/or to Compass, 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:
- disclose Confidential Information to anyone except, in the case of Compass, to any Business Owner or Freelancer engaged in a project; and
- use the Confidential Information, except as necessary for the performance of Work for the relevant project (including, without limitation, the storage or transmission of Confidential Information on or through Compass Platform for use by Freelancer).
If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Business Owner’s or Freelancer’s written request (which may be made at any time at Business Owner’s or Freelancers sole discretion), the Business Owner or Freelancer (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 Business Owner or Freelancer, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 8.2 within ten (10) days after the receipt of disclosing party’s written request to certify.
Without limiting Section 8.1 (Confidentiality), the Business Owner, Freelancer and Compass shall not publish, or cause to be published, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant project.
9. Warranty Disclaimer
NOTWITHSTANDING ANYTHING ELSE STATED ON THE COMPASS PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF COMPASS’S REPRESENTATIVES, COMPASS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE WORK PRODUCT, COMPASS PLATFORM, QUALITY OR CAPACITY OF THE BUSINESS OWNER OR FREELANCER, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). COMPASS DOES NOT REPRESENT OR WARRANT THAT
- THE USE OF THE COMPASS PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,
- THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
- ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
- THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE COMPASS PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
- ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR
- THE COMPASS PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPASS. COMPASS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
COMPASS’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPASS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.
10. Limitation of Liability
IN NO EVENT SHALL COMPASS’S AGGREGATE LIABILITY EXCEED THE GREATER OF:
- CDN $1,500; AND
- ANY Compass FEES RETAINED BY COMPASS WITH RESPECT TO PROJECTS ON WHICH PROJECT OWNER AND MEMBER WAS INVOLVED AS BUSINESS OWNER OR MEMBER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
IN NO EVENT SHALL COMPASS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). COMPASS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE COMPASS PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE BUSINESS OWNER OR FREELANCER, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE COMPASS PLATFORM OR IS REFERRED BY COMPASS OR THE COMPASS PLATFORM, EVEN IF COMPASS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE COMPASS PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH BUSINESS OWNER OR MEMBER OR OTHER THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE COMPASS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE COMPASS PLATFORM, OR IN ANY WAY RELATED TO THE BUSINESS OWNER, MEMBER OR THIRD PARTIES INTRODUCED TO YOU BY THE COMPASS PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY BUSINESS OWNER AND MEMBER, AS WELL AS ALL LOSSES RELATING THERETO.
11.1 Proprietary Rights
Each Business Owner and Freelancer shall indemnify, defend and hold harmless Compass and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively 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 any claim, judgment, or adjudication that any Work, Services or action or omission by such Business Owner or Freelancer infringes Proprietary Rights or other rights of any third party.
11.2 Indemnification by Business Owner
Each Business Owner 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:
- such Business Owner’s use of Services, including without limitation claims by or on behalf of any Freelancer for Worker’s Compensation or unemployment benefits;
- any Service Contract entered into between such Business Owner and a Freelancer; or
- any breach of their obligations set forth herein.
11.3 Indemnification by Freelancer
Each Freelancer 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:
- such Freelancer’s provision of Services,
- any Service Contract entered into between such Freelancer and a Business Owner; or (iii) any breach of their obligations set forth herein.
11.4 Extended Meaning
Any indemnity in favour of Compass, and any release of Compass, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.
11.5 Dispute Resolution and Governing Law
This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Compass’s Proprietary Rights, Compass may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.
11.6 Independent Legal Advice
You acknowledge that Compass is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contracts, and that you understand the nature and the consequences of this Agreement and the project agreement.
12. Term and Termination
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 12.2 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.
12.3 Consequences of Termination
Termination shall not relieve Business Owner of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Business Owner following termination pursuant to Section 7.1 (Billing Business Owner), and charged to the Business Owner’s credit card or other form of payment pursuant to Section 7.2 (Payment). All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement, including, but not limited to, the provisions of Articles 9, 10, and 11 (and any indemnity or release set forth elsewhere in this Agreement).
13. All the Rest
13.1 Entire Agreement
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.
13.2 Side Agreements
Section 13.1 notwithstanding, Business Owners and Freelancers 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.), but which for greater certainty Compass will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Compass’s obligations or restrict Compass’s rights under this Agreement.
Business Owners and Freelancers shall not violate any laws or third party rights on or related to the Compass Platform. Without limiting the generality of the foregoing, Business Owners and Freelancers agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.
13.4 Notices: Consent to Electronic Notice
You consent to the use of:
- electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
- electronic records to store information related to this Agreement or your use of the Compass Platform.
Notices hereunder shall be invalid unless made in writing and given:
- by Compass via email (in each case to the address that you provide),
- a posting on the Compass Site or
- by you via email to email@example.com or to such other addresses as Compass 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 Compass unless in a written instrument signed by a duly authorized representative of Compass. For the purposes of this Section 13.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
13.6 No Waiver
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.
Business Owners and Freelancers may not assign this Agreement, or any of its rights or obligations hereunder, without Compass’s prior written consent in the form of a written instrument signed by a duly authorized representative of Compass (and, for the purposes of this Section 13.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Compass 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.
The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English;
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.
“Confidential Information” means Business Owner or Freelancer Owned Items, Work, and any other information provided to, or created by, a Business Owner or Freelancer for a project, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:
- is generally known by third parties as a result of no act or omission of Freelancer or Business Owner;
- subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;
- 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
- was independently developed by Business Owner or Freelancer without use of Confidential Information.
“Effective Date” means the date of acceptance of this Agreement.
“Fixed-Price” means a fixed fee agreed between a Business Owner and a Freelancer, prior to the commencement of a Project, for the completion of all Services requested by Business Owner for such Project.
“Fixed-Price Project” means a Project for which Business Owner is charged a Fixed-Price.
“Hourly Project” means a project for which Business Owner is charged an hourly price.
“Freelancer” means any company or individual User utilizing the Compass Platform to offer Services to Business Owners.
“Freelancer fees” means:
- for a Fixed-Price or hourly project, the Fixed-Price or hourly retainer; and
- any bonuses paid or other payments made by a Business Owner for a project.
“Freelancer Owned Items” means instructions, requests, intellectual property and any other information or materials that a Business Owner receives from a Freelancer for a particular project.
“Project” means a particular project or set of ongoing tasks for which a Business Owner has requested Services to be performed by a Freelancer and the Freelancer has agreed on the Compass Platform.
“Business Owner” means any User utilizing the Compass Platform to request Services to be performed by a Freelancer. From time to time, Compass may act as a Business Owner, and the terms and conditions of this Agreement applicable to Business Owners will apply to Compass when acting in this way.
“Business Owner Owned Items” means instructions, requests, intellectual property and any other information or materials that a Freelancer receives from a Business Owner for a particular project.
“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.
“Services” means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services and other knowledge-based or online services.
“Work” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Business Owner as a result of performing the Services on a particular Project, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.
That’s it! If you have any questions or comments concerning these Terms you can always contact us at firstname.lastname@example.org