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User Agreement

Last Updated: October 4th, 2021

This is a beta version of the Minutly website, which is a pre-release version of the official release. The website, its software and all content found in the site are provided on an “as is” and “as available” basis. Freelancing teams does not given any warranties, whether expressed or implied, as to the suitability or usability of the website, its software and any of its content.

The Minutly will not be liable for any loss, whether such loss is direct, indirect, special or consequential, suffered by any party as a result of their use of the website, its software or content. Minutly reserve the right to make additions, deletions, or modification to the contents on the site any time without prior notice. Should you encounter any bugs, glitches, lack of functionality or other problems on the website, please let us know immediately using the details provided in the “contact us” page. You support is greatly appreciated.

MINUTLY TERMS OF SERVICE

THESE TERMS (“Terms”) are an Agreement between Minutly Inc, and each Registered User (“Registered User”) of the Minutly Platform, services, features, website, or software (the “Minutly Platform”). All users are required to review and be bound by these Terms in order to participate on the Minutly Platform. You agree to these Terms by installing, accessing, or using the Minutly Platform. IF YOU DISAGREE WITH ANY PORTION OF THESE TERMS, YOU MUST NOT PARTICIPATE AS A USER OF THE Minutly PLATFORM. PLEASE CAREFULLY REVIEW THESE TERMS BECAUSE THEY IMPACT YOUR RIGHTS, RELIEF, AND LIABILITY.

  1. Scope of Minutly Services.
    1. The Minutly Platform provides a marketplace, in which Registered Users may use the platform to join in groups, work together, and buy or sell other user services or items. Through the Minutly Platform, Registered Users can find and transact with other Registered Users in a group or team environment to create and complete projects (“Projects”). The Projects will consist of smaller pieces called features or stories or tasks (“Deliverables”) which can be completed incrementally. Upon completion and acceptance of the Deliverables by the Clients, the payments will be distributed among the Registered Users based on the work performed.
    2. The Registered Users – buyers (“Clients”) or sellers (“Freelancers”) must have a valid account to fully use the services. Minutly does not have any contractual agreement with the buyer or sellers except providing the platform facilitating the interactions. As such, Minutly marketplace has no control over the quality, safety, morality or legality of any aspect of the services or the items listed, the truth or accuracy of the listings, the ability of the sellers to sell the items or services, or the ability of the buyers pay for the items or services. Minutly do not pre-screen or validate users, and hence, cannot assure that the buyer and seller can actually complete a transaction.
    3. Using our platform, Freelancers can join other freelancers in groups(“Teams”), work together, and buy or sell other user services or items. Minutly does not, in any way, setup, supervise, direct, manage or control teams, team members or their activities or work product. Minutly is not responsible for the fees, pricing, work hours, schedule, or locations of the team or its members. Minutly does not provide training, materials or premise to work.
    4. Minutly is not a party to the agreements or Projects created on the Minutly Platform, nor does Minutly have any control over the quality, safety, morality, or legality of the teams or agreements. Minutly is merely a platform to connect to others and is not responsible or liable for anything directly or indirectly related to any of the Projects themselves. Any disputes or issues occurring between Registered Users or in connection with the Projects themselves must be dealt with between the Registered Users.
    5. Minutly does not introduce freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients, Clients to Teams, or Teams to Clients. Minutly may help communicate or notify between registered users. Users are responsible for evaluating and determining suitability of the Projects, Teams, Clients or Freelancers on their own discretion. If Registered Users decided to enter into a contract for proposals or projects, the contract is directly between the Registered Users, and Minutly is not a party to that Service Contract.
    6. As the provider of the Minutly Platform, Minutly is not acting as an agent in any capacity for any Registered User.
    7. Minutly does not supervise, direct or control freelancers, clients or teams. We do not quality control and provide any assurance of the work product. Registers Users are responsible for evaluating and determining the suitability of any project, work product, clients or freelancers.
    8. Minutly has no control over and does not guarantee the existence, quality, safety, suitability, or accuracy of any messages or chats sent or received through the Minutly Platform. You should always exercise due diligence and care when deciding whether to communicate and interact with other Registered Users, whether online or in person.
    9. If you choose to use the Minutly Platform, your relationship with Minutly is limited to being an independent third-party user, and not an employee, agent, joint venturer, or partner of Minutly for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Minutly.
    10. The Minutly Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Minutly is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Minutly of such Third-Party Services.
    11. Due to the nature of the Internet, Minutly cannot guarantee the continuous and uninterrupted availability and accessibility of the Minutly Platform. Minutly may restrict the availability of the Minutly Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Minutly Platform. Minutly may improve, enhance and modify the Minutly Platform and introduce new services from time to time. Minutly may also remove any existing features if deemed unnecessary.
  2. Eligibility, Using the Minutly Platform, Registered User Verification.
    1. You must be at least 18 years old to access and use the Minutly Platform. By accessing or using the Minutly Platform, you represent and warrant that you are 18 or older.
    2. User verification on the Internet is difficult and Minutly does not assume any responsibility for the confirmation of any Registered User’s identity.
  3. Modification of These Terms. Minutly reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to the Terms, we will post the revised terms on the Minutly Platform and update the “Last Updated” date at the top of them. Any changes or modifications will be effective immediately upon posting the updated user agreement on the Site, and you waive the right to receive specific notice of each such change or modification. You are encouraged to periodically review this user agreement to stay informed of updates. If you disagree with the revised Terms, you must terminate your participation in the Minutly Platform with immediate effect by deleting your account and ceasing all use of the Minutly Platform. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the Minutly Platform will constitute acceptance of the revised Terms.
  4. Account Registration; Acceptable Devices or Software.
    1. You must register an account (“Minutly Account“) to access and use certain features of the Minutly Platform. If you are registering a Minutly Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
    2. You can register Minutly Account using an email address and creating a password.
    3. You will be asked to provide information including your name and email address.
    4. You may be asked to provide additional information during the registration process for your Minutly Account including, but not limited to, your location, your phone number, your business, your skills, education & experiences, your hobbies, your interests, and other various preferences.
    5. You must provide accurate, current and complete information during the registration process and keep your Minutly Account and profile page information up-to-date at all times.
    6. Minutly may verify your account and account details either directly or indirectly through third-party. You authorize Minutly to make necessary inquiry to validate your identity, location, credentials, financial accounts as applicable by law. You agree to provide us with complete information about yourself and your business as and when requested.
    7. If you are an agency or service firm you acknowledge and agree that you take full responsibility and assume all liability on behalf of your agency.
    8. You cannot register more than one Minutly Account unless Minutly authorizes you to do so. You may not assign or otherwise transfer your Minutly Account to another party.
    9. You cannot create account for other persons or let others use your account for any purpose. You are fully responsible and liable for any actions for any users either created by you or any other person who use your account.
    10. Depending upon the account type (Client, Freelancer, Agency, Team Leader, Project Owner, or Member) your permissions and access rights may vary. Minutly is solely responsible of determining the permission and access rights based on the account type.
    11. You are responsible for maintaining the confidentiality and security of your Minutly Account credentials and may not disclose your credentials to any third party. You must immediately notify Minutly if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Minutly Account. You are liable for any and all activities conducted through your Minutly Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
    12. You must provide certain devices, software, and data connections to use the Minutly Platform, which we otherwise do not supply. For as long as you use the Minutly Services, you consent to downloading and installing updates to the Minutly Platform, even automatically. Minutly is not responsible, nor liable, directly or indirectly, for any download, installation, use, transmission failure, interruption, or delay of the Minutly Services or the Minutly Platform, or any third party content, services, or advertisements due to data, connectivity, or other internet issues due to such devices, software, and data connections. Minutly is likewise not responsible, nor liable, directly or indirectly, for any data charges or service fees associated with such devices, software, and data connections.
  5. Content.
    1. Minutly may, at its sole discretion, enable Registered Users to: (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Minutly Platform (“Registered User Content“); and (ii) access and view Registered User Content and any content that Minutly itself makes available on or through the Minutly Platform, including proprietary Minutly content and any content licensed or authorized for use by or through Minutly from a third party (“Minutly Content“) and together with Registered User Content, (“Collective Content“).
    2. Some of the content shared by the Clients or Freelancers such as Project details and deliverables are publicly available for other registered or non-registered users to view and provide proposals. Minutly is not responsible for any Registered User Content on the Minutly Platform. Registered User Content is uploaded by Registered Users at their own risk and Registered Users must ensure their postings, messages, and chats comply with these Terms.
    3. The Minutly Platform, Minutly Content, and Registered User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Minutly Platform and Minutly Content, including all associated intellectual property rights, are the exclusive property of Minutly and/or its licensors or authorizing third-parties. You will not remove, alter, reproduce, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Minutly Platform, Minutly Content or Registered User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Minutly used on or in connection with the Minutly Platform and Minutly Content are trademarks or registered trademarks of Minutly in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Minutly Platform, Minutly Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
    4. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Minutly Platform or Collective Content, except to the extent you are the legal owner of certain Registered User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Minutly or its licensors, except for the licenses and rights expressly granted in these Terms.
    5. Subject to your compliance with these Terms, Minutly grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) download and use Minutly mobile apps, as they become available, on your personal device(s); and (ii) access and view any Collective Content made available on or through the Minutly Platform and accessible to you, solely for your personal and non-commercial use.
    6. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Registered User Content on or through the Minutly Platform, you grant to Minutly a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such Registered User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Registered User Content to provide and/or promote the Minutly Platform in any media. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Registered User Content on or through the Minutly Platform, you also grant to Minutly a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such Registered User Content for all marketing, advertising, research, and development purposes, including, without limitation, the provision of such Registered User Content to third-parties as outlined in our Privacy Policy. Unless you provide specific consent, Minutly does not claim any ownership rights in any Registered User Content aside from the permissions granted in this Section V(f) and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Registered User Content.
    7. You are solely responsible for all Registered User Content that you make available on or through the Minutly Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available on or through the Minutly Platform or you have all rights, licenses, consents and releases that are necessary to grant to Minutly the rights in and to such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission or transmittal of the Registered User Content or Minutly’s use of the Registered User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    8. You will not post, upload, publish, submit or transmit any Registered User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any Minutly policy. Minutly may, without prior notice, remove or disable access to any Registered User Content that Minutly finds to be in violation of these Terms or Minutly’s then-current policies or standards, or otherwise may be harmful or objectionable to Minutly, its Registered Users, third parties, or property.
  6. Relationship Between Minutly, Registered Users, and Third Parties Recommended, Rated, Reviewed, or Otherwise Suggested or Mentioned by Registered Users. The Minutly Platform connects Registered Users and allows them to initially connect and transact. Minutly is not itself a provider of any services outside the scope of the Minutly Platform and is not affiliated with any Registered User or third party that is recommended, rated, reviewed, or otherwise mentioned or suggested by Registered Users. Minutly also does not screen any messages or communications to ensure they meet the qualifications required by the Registered User seeking advice or recommendations.OUTSIDE OF THE Minutly PLATFORM, Minutly IS NO LONGER INVOLVED IN THE RELATIONSHIP BETWEEN ANY PARTIES. IT IS YOUR RESPONSIBILITY TO EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO COMMUNICATE AND INTERACT WITH OTHER REGISTERED USERS, WHETHER ONLINE OR IN PERSON, AND IN ATTENDING ANY EVENTS. Minutly DOES NOT GUARANTEE, NOR ARE WE LIABLE FOR, THE OUTCOME OF ANY MESSAGE, CHAT, OR SUGGESTION PROVIDED TO YOU THROUGH THE Minutly PLATFORM. Minutly IS ALSO NOT RESPONSIBLE OR LIABLE IN ANY WAY, SHAPE, OR FORM FOR WHAT OCCURS, OR DOES NOT OCCUR IN CONNECTION WITH THE PROJECTS CREATED ON OR THROUGH THE Minutly PLATFORM.
  7. Payments. Registered Users will be paid based on estimates developed in response to requests for proposals. Full projects may be divided into smaller features, and each feature is further divided into tasks. As Registered Users complete individual tasks and the Client approves the feature work, the Registered Users will receive payment for the appropriate portion of the feature (task) work performed. You agree that the event of a dispute brought before Minutly between the Registered Users regarding payments, any decision made by Minutly shall be final and binding on both parties. Please note that Minutly is not a party to any such dispute and shall not be held responsible or liable for any decision it may make regarding such disputes.Currency Used. All transactions on the Minutly Platform are in United States currency (USD$). Minutly does not provide currency exchange services. We recommend the Clients and Freelancers use USD based payment accounts for all transactions. However, if the client or freelancers choose to use different currencies for payments or payouts respectively, there may be increase or decrease in the funds due to currency conversion by the third-party payment service. Minutly is not responsible for any currency fluctuations, and any changes will be handled entirely by the third-party payment service.
  8. Recordkeeping. Registered Users shall create and maintain their own records evidencing all obligations, and satisfaction thereof, under these Terms and under any Projects. This includes, but is not limited to: (i) satisfaction of Project terms; (ii) payment obligations and receipts; and (iii) compliance with employment and tax laws. Minutly is not responsible for the creation of, failure to create or maintain such records, or storage or backup of such records. Upon request, Registered Users shall provide Minutly with any of the above records.
  9. FEESMembership fees – Clients may pay Minutly a membership or subscription fee for the usage of the site and services offered. Please visit the pricing page for additional information. FeelancingTeams reserves the right to change the membership fees with reasonable notice in advance on the site. No refunds of already paid fees will be given. Minutly holds the right to cancel the membership at anytime and will not refund the membership fee already paid.Service fees – Minutly charges service fees to Freelancers for the usage of the site and services offered. The service fees are solely paid by the freelancers, but however, this might change. Minutly holds the right to change any portion of the pricing at any time without any consent from the users. When client pays for a deliverable, Minutly will hold the funds in an Escrow accounts. Upon satisfactory completion of the work and the work product is accepted by the Clients, Minutly will assess the freelancer payments based on the work performed, and then subtract the service fees and disburse the amount to the freelancer account. Freelancers hereby irrevocably authorize and instructs Minutly to deduct the service fees as applicable prior to disbursing the payments. Please see the pricing page for additional service fee details.

    Disbursement fees – Minutly uses Stripe as primary payment processing systems. Minutly encourage freelancers to use Stripe account for payouts. Freelancers may elect to use other payment methods supported by the platform, however, any charges incurred as part of remitting to the freelancer preferred payments method will be charged as disbursement fees to the freelancer.

    Payment processing and administrative fees – Clients will pay a payment processing fee on each payment made by the client through the platform. The percentage of the payment processing fee may vary based on the payment processor. The payment process may also charge a flat administrative fee for processing the payments. The payment processing fee and the administrative fee will be assessed during the time of the payment. Once the payment is made, any refunds for any reason, the payment processing fee will not be refunded. Please see the pricing page for additional details.

    Promotional offers – Minutly may time to time rollout discounts and promotional offers such as 0% service fees. Minutly reserves the right to change or cancel the promotional offers at anytime without prior notice or warrant.

    No Fees for introduction, referrals, invitation or finding projects – Minutly does not introduce clients to the freelancers, freelancers to the projects, freelancers to other freelancers. Minutly may provide tools to find, invite and highlight freelancers or projects that may be of interest. Minutly does not provide any fees for bringing new clients or projects or other members into the platform.

  10. PAYMENTS, PAYOUTS TERMS AND ESCROW SERVICEEscrow Service – Minutly will use escrow features to collect, hold and release funds between the Client and Freelancers. Minutly does not operate or maintain escrow service within the site. Minutly uses third party escrow service (Stripe) for holding up the funds. The site provides the interface to collect and process the payments. The Client and Freelancers hereby agree and authorize Minutly to collect necessary payments and fees through the site and process the payments. Minutly holds the right to change or add new payment services in the future.Payments – The Client must have sufficient fund before commencing any work. Minutly offers client to make payments based on the feature before commencing the work. The payments collected from the client for the feature work will be delivered to the applicable Escrow Account and will be released to the freelancers upon completion of work. Below are additional terms and conditions:
    • The client agrees to create and maintain payment accounts
    • It is client’s responsibility to document the feature and sign-off criteria, and ensure the work product is completed appropriately
    • By starting the feature, the client agrees Minutly to collect payments and deposit into the escrow account
    • By signing-off, the client acknowledges that the work product has been completed and satisfactory
    • By signing-off, the client instructs Minutly to release the payments immediately. Minutly may take additional time to release the payments to the freelancers.
    • If the client does not approve the work product, the parties may elect to resolve the issues using the Dispute resolution process.

    Payouts – payouts are funds deposited to the freelancers account after successful completion of work. To get paid, the freelancers must setup and maintain an active account in Stripe or other type supported by the Minutly through the account setup option. The freelancer portion of the payouts will be released upon satisfying the following terms and condition:

    • The Freelancer agrees to create and maintain payment accounts through the site
    • The Client has approved the commencement of feature work
    • The freelancer has completed the work and the Client has not disputed on any pending work
    • The client has signed-off on the feature work
    • There is no dispute from other team members associated with the work
    • Only the funds for the completed tasks will be distributed to the freelancer account within maximum of 60 days of payment received from the client.

    Refunds – The client may request for a refund on a feature that has been started but there is no work completed by the Freelancers. Minutly will assess such a claim on its merits taking into the account of all relevant materials and communications. If the refund is agreed, the funds minus any administrative or payment processing fees will be credited back to the client via the same payment method as used to make the original payments. If the investigation concludes that the Freelancers has already completed the work, no refunds will be provided. In case of no refunds, Client agrees not to ask its credit card company, bank or other payment method provide to charge back any fees charged pursuant to this user agreement. A chargeback is breach of this mutual agreement, and Minutly may take additional measures to dispute, appeal or collect the payments.

    Non-payment – If a Registered User fails to pay the applicable fees or any other amounts due under these terms and conditions, whether by cancelling a credit or debit card, initiating an improper chargeback, or any other means, Minutly may, with or without notice, temporarily or permanently close the User account and revoke the client’s access to the platform, including user’s authority to use the platform to process any additional payments, enter into service contracts, or obtain any additional Site services. Without limiting other available remedies, the User must pay the Minutly upon demand for amounts owed under the terms and conditions, 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. To the extent permitted by applicable law, Minutly, at our discretion, may set off amounts due against other amounts received from or held by the company for the client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

  11. TAXES AND BENEFITS– Registered Users acknowledges and agrees that you are solely responsible for all tax liabilities including federal, state and/or local. Minutly does not withhold any taxes for any payments processed through the site or its affiliates. Users are solely responsible for determining and remitting appropriate taxes to the authorities at the appropriate time. Further, Minutly does not provide any benefits, compensation, or insurance coverage. You agree to indemnify and (to the maximum extent permitted by law) hold Minutly and any of our affiliates harmless against any damages or liability (penalties and interest) you may suffer as a result of withholding amount to the appropriate authorities. In the event of any audit against Minutly, you agree to cooperate with Minutly and provide necessary documents as may be reasonably requested for purpose of such audit.
  12. Prohibited Activities.You are solely responsible for compliance with any and all laws, rules, or regulations that may apply to your use of the Minutly Platform. In connection with your use of the Minutly Platform, you will not assist or enable others to:
    1. Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies, or standards;
    2. Use the Minutly Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Minutly endorsement, partnership or otherwise misleads others as to your affiliation with Minutly;
    3. Copy, store or otherwise access or use any information, including personally identifiable information about any other Registered User, contained on the Minutly Platform in any way that is inconsistent with Minutly’ Privacy Policy or these Terms or that otherwise violates the privacy rights of Registered Users or third parties;
    4. Use the Minutly Platform in connection with the distribution of unsolicited commercial messages (“spam”);
    5. Contact another Registered User for any purpose relating to recruiting or otherwise soliciting any Registered User to join third-party services, applications or websites, without our prior written approval;
    6. Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
    7. Use, display, mirror, frame, reproduce, alter, or copy the Minutly Platform or Collective Content, or any individual element within the Minutly Platform, Minutly’ name, any Minutly trademark, logo, copyrighted material, or other proprietary information, or the layout and design of any page or form contained on a page in the Minutly Platform, without Minutly’s express written consent;
    8. Dilute, tarnish or otherwise harm the Minutly brand in any way, including through unauthorized use of Collective Content, registering and/or using Minutly or derivative terms in domain names, trade names, trademarks, copyrighted material, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Minutly domains, trademarks, taglines, promotional campaigns or Collective Content;
    9. Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Minutly Platform for any purpose;
    10. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Minutly or any of Minutly’s providers or any other third party to protect the Minutly Platform;
    11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Minutly Platform;
    12. Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Minutly Platform; or
    13. Violate or infringe anyone else’s rights or otherwise cause harm to anyone.

    You acknowledge that Minutly has no obligation to monitor the access to or use of the Minutly Platform by any Registered User or to review, disable access to, or edit any Registered User Content, but has the right to do so to: (i) operate, secure and improve the Minutly Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Registered Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Registered User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Registered Users agree to cooperate with and assist Minutly in good faith, and to provide Minutly with such information and take such actions as may be reasonably requested by Minutly with respect to any investigation undertaken by Minutly or a representative of Minutly regarding the use or abuse of the Minutly Platform.

    If you feel that any Registered User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who: (i) engages in offensive, violent or sexually inappropriate behavior; (ii) you suspect of stealing from you; or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Minutly by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

  13. Term and Termination.Without limiting our rights specified below, Minutly may terminate these Terms and your use of or access to the Minutly Services for convenience at any time and for any reason, including but not limited to:
    1. Your failure to be polite and courteous to other Registered Users;
    2. Your material breach of your obligations under these Terms;
    3. Your violation of applicable laws, regulations, or third party rights, or
    4. If Minutly believes in good faith that such action is reasonably necessary to protect the personal safety or property of Minutly, its Registered Users, or third parties (for example, in the case of fraudulent behavior of a Registered User).

    In addition, Minutly may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights; (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Minutly Account registration or thereafter; or (iv) Minutly believes in good faith that such action is reasonably necessary to protect the personal safety or property of Minutly, its Registered Users, or third parties, or to prevent fraud or other illegal activity:

    1. Refuse to surface, delete, or delay any Registered User Content;
    2. Limit your access to or use of the Minutly Platform;
    3. Temporarily or permanently revoke any special status associated with your Minutly Account; or
    4. Temporarily or permanently suspend your Minutly Account.

    When these Terms and your use of or access to the Minutly Services have been terminated, you are not entitled to a restoration of your Minutly Account or any of your Registered User Content. If your access to or use of the Minutly Platform has been limited or your Minutly Account has been suspended or terminated by us, you may not register a new Minutly Account or access and use the Minutly Platform through a Minutly Account of another Registered User.

    You may request for your Minutly Account to be deleted. Upon such request, all Personal Information and Verification Information will be deleted, except for your name and email. Minutly may retain any other Information, including but not limited to payment history, chat history and communications, reviews, and event participation history.

  14. DISCLAIMERS.
    1. YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES, INCLUDING ANY ACTION OR INACTION IN CONNECTION WITH THE PROJECTS. EACH REGISTERED USER IS SOLELY RESPONSIBLE FOR EXECUTING APPROPRIATE DUE DILIGENCE AND CAUTION WHEN COMMUNICATING WITH REGISTERED USERS OR THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “Minutly PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES, REGISTERED USERS, OR OTHER CLAIMS THAT ARE IN ANY WAY CONNECTED TO THE PROJECTS. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE STATUTE OR LAW WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
    2. YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATETHE Minutly PLATFORM, LAWS, RULES, OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR USE OF THE Minutly PLATFORM AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY Minutly.
    3. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  15. LIMITATION OF LIABILITY. THE Minutly PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE Minutly PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE Minutly PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  16. INDEMNIFICATION. YOU AGREE TO RELEASE, DEFEND (AT Minutly’S OPTION), INDEMNIFY, AND HOLD Minutly AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
    1. YOUR BREACH OF THESE TERMS OR OUR POLICIES OR STANDARDS;
    2. YOUR IMPROPER USE OF THE Minutly PLATFORM OR ANY Minutly SERVICES;
    3. YOUR INTERACTION WITH ANY REGISTERED USER, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION THROUGH THE Minutly PLATFORM, ON OR THROUGH ANY PROJECT CREATED THROUGH THE Minutly PLATFORM, OR OTHERWISE; OR
    4. YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS.
  17. CONFIDENTIAL INFORMATION“Confidential Information” means any information disclosed by or obtained from Client or other Registered Users in connection with the performance of services under this Agreement, regardless of whether such information or data is in oral, written, machine readable, or other form. Confidential Information includes, but is not limited to:
    • The Services, any Deliverable or Work Product;
    • Any information relating to the services performed for Client;
    • Computer programs owned or licensed by Client or other members;
    • Compilations of information selected, arranged and processed by Client;
    • Developments, improvements, processes, procedures, inventions and trade secrets produced by Clients or its employees or agents;
    • The terms and conditions of this Agreement and any Task Order; and
    • Technical information, project data, project plans, schedule and/or work schedules;
    • Copies, fixed or embodied in a tangible medium or form of expression (brochures, proposal materials, computer program listings, flow charts, coding lists, works, data bases, manuals, documentation, tapes, disks, diskettes, and all copies thereof) and any other proprietary information of Client.
  18. DISPUTE RESOLUTIONDispute resolution between registered usersYou acknowledge and agree that in the event that a dispute arises between you and another registered User(s) (Client to Freelancer or Freelancer to Freelancer) in relation to any Project that you will first attempt to resolve any differences within the concerned parties that you have in relation to such Project, including in relation to the quality of the services provided. If you continue to have any difficulties or problems in relation to a dispute with another User in relation to a Project, we encourage you to contact us using the contact email provided at the end of this document.

    Upon receipt of a dispute, Minutly shall have the right to request the involved parties to provide documentation in support of their claim or position in relation to the dispute. You agree that Minutly has absolute discretion to accept or reject any document provided. You also acknowledge that Minutly is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold Minutly and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading. Minutly will review all the necessary documentation and make appropriate decision. You further agree and accept that any payments and/or other actions made by Minutly in accordance with the dispute resolution decision are made in good faith and you agree to indemnify (to the maximum extent permitted by law) hold Minutly and any of our affiliates harmless against any damages or liability you may suffer as a result of resolution decision.

    Dispute Resolution You and Minutly.

    You acknowledge and agree that in the event that a dispute arises between you and Minutly in relation to the terms of this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this agreement, we encourage you to contact us using the contact email provided at the end of this document. We aim to resolve the dispute quickly and cost-effectively manner. Please click here to learn more about the detail dispute resolution and arbitration process.

  19. General Provisions.
    1. Governing Law. These Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section XV must be brought in state or federal court in Harris County, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Harris County, Texas.
    2. Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Minutly and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Minutly and you in relation to the access to and use of the Minutly Platform.
    3. Restriction on Assignability or Transfer. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Minutly’s prior written consent. Minutly may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion. Your right to terminate these Terms by immediately discontinuing your use of and access to the Minutly Services and the Minutly Platform at any time remains unaffected.
    4. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
    5. Waivers. Minutly’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
    6. Notices. Unless specified otherwise, any notices or other communications to Registered Users permitted or required under these Terms, will be in writing and given by Minutly via email, Minutly Platform notification, or messaging service.
    7. Compliance You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes payable as a result of your activity on the Site.
    8. Force Majeure The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
    9. Access of site outside the United States – Minutly makes no representation or warrant that the site is appropriate to use outside the United States. You agree to use the site at you own risk and are entirely responsible for all applicable national, state and local laws and regulations, including, but not limited to, export and import regulations, and taxations.
    10. Right to refuse service – Minutly reserves the right to either temporarily or permanently refuse service to anyone at anytime. Minutly.com reserves the rights to cancel unconfirmed, fake or inactive accounts.
    11. Questions? If you have any questions about these Terms please email us contact@Minutly.com.
  20. Definitions
    1. Project means temporary work that the Client intend to complete using the Freelancer service under a service contract through the site
    2. Registered Useror User means any individual who either visits or use any of the service provided by the site. A user may be registered or non-registered perform using the website.
    3. Client is a registered user who purchases Freelancer service through the site.
    4. Freelancer is a registered user who offers or provide services through the site.
    5. Project Owner is the registered users who create a Project through the site.
    6. Team is a group of one or many freelancers together.
    7. Featuremeans a small functionality within a project. One project may have one or many features. Feature may be small unit of work, enhancements, defects, etc.
    8. Task means small unit of work that may have associated time and cost.