Juiiicy Terms & Conditions

updated on 05/30/2013

1. The Juiiicy Platform

1.1 Purpose of the Juiiicy platform

The Juiiicy platform matches Clients and Contractors through the Designer’s help so they can buy and sell Service online. Designers post jobs and invite Contractors to apply to them. Contractors post their profiles and bid on jobs. If a Client and Contractor agree on terms, a Service Contract is formed directly between cuh Client and Contractor subject to the provisions set forth in Section 3 (Service Contract terms.....) Juiiicy pays the Contractors in connection with their delivery of services through the Juiiicy platform. Juiiicy collects payment from Clients in connection with their Receipt of services through Juiiicy platform.

1.2 Eligibility

The Juiiicy Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes, including without limitation Cuba, Iran, North Korea, Sudan and Syria; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

2. Juiiicy Policies

2.1 Juiiicy fee

Juiiicy charges Contractors a fee of 6% of Client’s payments for spending time making Juiiicy better everyday, answering questions from clients and designers. Juiiicy charges an additional 7% for the services of the Referer connecting them with the Clients that hires them. Juiiicy believes the best way to support and motivate a designers to post a job on Juiiicy is to give Referers a commission.

2.2 General User Obligations

You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.

2.3 Identity and account security

Juiiicy reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize Juiiicy, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User’s Juiiicy account password. User agrees not to disclose this password to anyone and shall be solely responsible for any use of or action taken through the use of such password on Juiiicy. You must notify Juiiicy Support immediately if you suspect that your password has been lost or stolen. By using your Juiiicy User account, you acknowledge and agree the Juiiicy’s account security procedures are commercially reasonable.

2.4 Applications

All information provided in a job application must be true, accurate and complete. Juiiicy reserves the right to verify any and all information provided on a User's profile or job application. By applying to a job, the User is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the job posting.

2.5 Disintermediation

Except pursuant to the Buyout Policy below, Client shall make all payments relating to, or in any way connected with, a Contract (including, without limitation, bonuses) through the Juiiicy Platform. Any action that encourages or solicits complete or partial payment outside of the Juiiicy Platform is a violation of this Agreement. Should a Client be found in violation of this section of this Agreement, it will owe Juiiicy fees equal to the greater of a) $2,500; or b) the applicable fees had the payments been processed through the Juiiicy Platform plus 18%. Client shall immediately notify Juiiicy if a Contractor requests that Client make a payment directly to it or through any channels other than those provided or specified by Juiiicy. Contractor shall not accept any payments relating to a Contract from a Client directly or through any payment channels other than the Juiiicy Platform. Contractor shall immediately notify Juiiicy if a Client attempts to make a payment to Contractor directly or through any payment channels other than those provided or specified by Juiiicy.

2.6 Non-payment

If Client fails to pay amounts due under this Agreement, whether by cancelling Client’s credit card, initiating an improper chargeback, or any other means, Client’s Juiiicy account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Juiiicy LLC 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, Juiiicy LLC may set off amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

3. Contract terms between Client and Contractors

User agrees that all Service Contracts between any Client or Contractor shall: (i)include the terms and conditions provided in Sections 3.1 through 3.10 below ("Standard Terms"); (ii) name Juiiicy as an express third party beneficiary under the Service Contract; and (iii) make no representations or warranties or enter into any contracts on behalf of Juiiicy, except as may be otherwise provided for herein. Client and Contractor may agree to terms in their Service Contract materially different than the Standard Terms; however, nothing in such Service Contract will in any way limit or modify Juiiicy’s rights.

3.1 Services

Contractor shall perform Services in a professional manner.

3.2 Payment

Client shall pay the agreed-upon amount for time spent (under Hourly-Rate Contracts) or the approved project (under Fixed-Price Contracts). All amounts paid by Client shall be paid to Juiiicy, and Client shall have no further obligation of payment to Contractor. For Hourly-Rate Contracts, Client is billed for hourly Contractor Fees on a weekly basis. For bonuses, milestone payments and Fixed-Price payments, Client is billed immediately.

3.3 Termination of a service

(i) Under Hourly-Rate Contracts, either party may terminate the Service Contract at any time for any or no reason. However, the Client remains obligated to pay for any time the Contractor worked prior to termination. (ii) For Fixed-Price Contracts, the Client may terminate at any time but may not recover any payments already made. The Contractor may terminate a Fixed-Price Contract at any time if no payment has been made. If a payment has been made on a Fixed Price Contract, the Contractor may terminate only with the Client’s consent or after the payment has been refunded.

3.4 Termination of a service

(i) For Fixed-Price Contracts, the Client may terminate at any time but may not recover any payments made to the Contractor unless mutually agreeable. The Contractor may terminate a Fixed-Price Contract at any time if no payment has been made. If a payment has been made on a Fixed Price Contract, the Contractor may terminate only with written agreement from the Client or after the payment has been refunded. (ii) For hourly based Contracts, the Client shall pay the contractors for the time spent.

4. Juiiicy’s Role

User expressly acknowledges, agrees and understands that: (i) the Juiiicy Platform is merely a venue where Users may act as Clients or Contractors; (ii) Juiiicy is not a party to any Service Contracts between Clients and Contractors; (iii) User recognizes, acknowledges and agrees that User is not an employee of Juiiicy and that Juiiicy does not, in any way, supervise, direct, or control User's work or Services; (iv) Juiiicy shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) Juiiicy has no control over Contractors or over the Services promised or rendered by Contractors; and, (vi) Juiiicy makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security or legality of any Services, and Juiiicy disclaims any and all liability relating thereto.

4.1 Proprietary rights.

Juiiicy and its licensors reserve all Proprietary Rights in and to the Juiiicy Platform. User may not use the Juiiicy Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. Juiiicy reserves the right to withdraw, expand and otherwise change the Juiiicy Platform at any time in Juiiicy’s sole discretion. User shall not be entitled to create any "links" to the Juiiicy Platform, or "frame" or "mirror" any content contained on, or accessible through, the Juiiicy Platform, on any other server or internet-based device.

4.2 Juiiicy’s fees.

All Juiiicy fees are non-refundable, whether or not Service Contract were satisfactorily completed.

5. Invoice and payment methods

5.1 Invoice methods.

The Contractor shall invoice any clients he found on Juiiicy through Juiiicy invoicing tool. If Contractor fails to invoice Clients due under this Agreement, Contractor Juiiicy account will be suspended.

5.2 Payment methods.

Client hereby authorizes Juiiicy to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client’s method of payment for Services, and to charge Client’s credit card (or any other form of payment authorized by Juiiicy or mutually agreed to between Client and Juiiicy).

5.3 Payment Guarantee.

Juiiicy guarantees payment to Contractors working on Hourly-Rate Contracts where the Client has a verified payment method, the time represented is captured online using the Juiiicy invoicing tool, the work performed and captured pertains directly to the Service Contract billed. Determination of whether these criteria have been met is at the sole discretion of Juiiicy. The Payment Guarantee will not apply to Contractors or Contracts in violation of this Agreement, where the Contractor is aware of or complicit in another User’s violation of this Agreement, or where there is any other involvement in fraudulent activities or abuse of this Payment Guarantee.

6. Definitions

6.1 Referer

“Referer" means any User utilizing the Juiiicy Platform to post a job inquiries.

6.2 Client

Client" means any User utilizing the Juiiicy Platform to request Services to be performed by a Contractor. From time to time, Juiiicy may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Juiiicy when acting in this way.

6.3 Client Deliverables

"Client Deliverables" means instructions, requests, intellectual property and any other information or materials that a Contractor receives from a Client for a particular Contract.

6.3 Client Deliverables

"Client Deliverables" means instructions, requests, intellectual property and any other information or materials that a Contractor receives from a Client for a particular Contract.

6.4 Confidential Information

"Confidential Information" means Client or Contractor Deliverables, Work Product, and any other information provided to, or created by, a User for a Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Contractor or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information.

6.5 Contract

"Contract" means a particular project or set of ongoing tasks for which a Client has requested Services to be performed by a Contractor and the Contractor has agreed on the Juiiicy Platform.

6.6 Contractor

"Contractor" means any company or individual User utilizing the Juiiicy Platform to offer Services to Clients.

6.7 Contractor Deliverables

"Contractor Deliverables" means instructions, requests, intellectual property and any other information or materials that a Client receives from a Contractor for a particular Contract.

6.8 Contractor Fees

"Contractor Fees" means: (a) for a Fixed-Price Contract, the Fixed-Price; and (b) any bonuses paid or other payments made by a Client for a Contract.

6.9 Effective Date

"Effective Date" means the date of acceptance of this Agreement.

6.10 Fixed-Price

"Fixed-Price" means a fixed fee agreed between a Client and a Contractor, prior to the commencement of a Contract, for the completion of all Services requested by Client for such Contract.

6.11 Fixed-Price Contract

"Fixed-Price Contract" means a Contract for which Client is charged a Fixed-Price.

6.12 License Agreement

"License Agreement" means the license agreement between User and Juiiicy relating to use of the Juiiicy Team software.

6.13 Payment Period

"Payment Period" shall mean the one-week period beginning on Monday at 12:00 AM UTC.

6.14 Proprietary Rights

"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.

6.15 Services

"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.

6.16 Work Product

"Work Product" means any tangible or intangible results or deliverables that Contractor agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Contract, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.