Contra.Work Inc Terms of Service
Last Updated: Feb 21, 2023
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CONTRA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. User's Agreement
By accessing the website at contra.com, you are agreeing to be bound by these Terms and all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. If you are accessing and using the Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case, “you” and “your” will refer to that entity.
2. Who May Use the Platform?
You may use the Platform only if you are 18 years or older or of the age of majority in your country and capable of forming binding contracts , and not otherwise barred from using the Platform under applicable law. You may use the Platform for business purposes only and not for personal or consumer use. By registering an account on Contra’s Platform, (“Profile Account”), you represent that you: (a) are doing business under your own name as a self-employed individual or sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity; (b) will use our Platform for business purposes only; (c) will comply with any licensing, registration, or any other requirements with respect to your business or the business for which you are acting; and (d) will comply with any licensing, registration, or any requirements with respect to your provision of services to Clients. The Platform is not intended for the sale of physical, non-digital products.
4. Changes to These Terms or the Platform
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Platform. If you continue to use the after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Platform anymore. Because our Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.
5. Third-Party Terms of Service
If you opt to sign a contract with another User using Contra’s optional service agreement terms, you are agreeing to Eversign’s Terms and Conditions https://eversign.com/legal/terms by using Eversign’s digital signature capability. Users are also agreeing to Stripe’s Services Agreement https://stripe.com/legal/ssa by processing payments on the Contra Platform. You may not create a profile, visit Contra’s Platform or use Contra’s Platform if you do not read, understand, and agree to Contra’s and these third parties’ Terms of Service.
6. Relationship Between the Parties
Contra offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide services and make and receive payments through a third-party payment processor. Contra does not employ or contract with individuals to perform Independent services. Users acknowledge and agree that Contra does not supervise, direct, control or monitor Users in the performance of any contractual obligations Users have under a Service Contract or other agreement and agree that (a) Contra is not responsible for ensuring the accuracy or legality of any User Content (b) Contra is not responsible for the offering, performance, or procurement of Independent services (c) Contra does not represent or guarantee any Independent services and (d) use of the Platform will not create an employment, agency, or joint venture relationship between Contra and any Independent who is offering services using Contra’s marketplace platform. Independent will be the seller of record for Client purchases using Contra’s Platform. Contra is not a buyer of any services related to the transaction between Independent and Client. Contra does not obtain or transfer legal ownership of any work product from Independent to Client. All transactions related to the sale of services are made directly between Independent and Client. Contra is merely a marketplace connecting Independents with Clients and takes no responsibility for the actions or omissions of Users of Contra’s Platform, or quality of services provided by Independents, and does not guarantee that a Client can or will pay for services. Contra may terminate or suspend any Independent or Client for any reason, including for breach of these Terms. Contra may also try to facilitate a resolution between Independent and Client relating to an alleged breach of these Terms but is under no obligation to do so. In the event of any breach of these Terms by another User, you agree that you will look solely to such User or such third party for a remedy and in no event shall Contra have any responsibility, obligation, or liability with respect to such breach or any other acts or omissions by any such User. You acknowledge that Contra has no responsibility or control over Independents and does not endorse any Independent in any way.
7. Suitability of Project and Project Terms
You agree that Users (and not Contra) are responsible for (a) evaluating and determining the suitability of any project, Client or Independent, (b) assessing whether to enter into a service contract or other agreement with another User, and (c) verifying any information about another User and (d) negotiating and signing any terms or conditions of a services agreement, and (e) performing and monitoring performance of the terms of any agreement between Users. All agreements between Users are directly between the Users. Contra is not a direct party to these agreements and has no obligation under the terms of any agreement between Users. However, Users agree that Contra shall be considered a third party beneficiary of any agreement between Users and may enforce its rights as such.
8. Worker Classification
Client is solely responsible for and assumes all liability for determining whether an Independent may be engaged as an independent contractor through Contra’s marketplace. Client warrants its decisions regarding worker classification are correct and its manner of engaging Independents complies with applicable laws, regulations and rules. Nothing in this agreement is intended to or should be construed to create a partnership, joint venture, franchise or franchisee, or employer-employee relationship between Contra and a User.
9. User Accounts
10. Verification of Identity
You consent to your information being sent to and used by Contra and third parties to verify location, identity, e-mail address, financial accounts, and ownership of your business. This section does not create any obligation for Contra to verify User information.
11. Types of Accounts
Users may initially create an account profile as a Client or an Independent. A Client profile is for hiring Independents. An Independent profile is for seeking freelancer work. A user may switch from Client (hiring) to Independent (seeking work) mode at any time within the application.
We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Platform. If you choose to submit feedback, you agree that we are free to use it without any restriction or compensation to you.
13. User License
- Reservation of Rights. Contra and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
- Use. Subject to your compliance with these Terms and Contra’s third party service provider user license agreements, Contra grants you a non-exclusive, not-transferable license to use the Platform. Under this limited use license, you may not:
- modify or copy the Platform content or software ;
- use the Platform content and software for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Contra's website;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other servers.
- General prohibitions and Contra’s enforcement rights
- You agree not to do any of the following: Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; (viii) uses, displays, mirrors or frames the Platform or any individual element within the Platform, Contra’s name, any Contra trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Contra’s express written consent;
- Access, tamper with, or use non-public areas of the Platform, Contra’s computer systems, or the technical delivery systems of Independents;
- Attempt to probe, scan or test the vulnerability of any Contra system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Contra or any of the Independents or any other third party (including another user) to protect the Platform;
- Attempt to access or search the Platform or download content from the Platform using 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 Contra or other generally available third-party web search engines or web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Contra trademark, logo URL or product name without Contra’s express written consent;
- Use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
- Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
- Monitoring/disabling accounts. Contra is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
- Fraud or suspicious activity. Without limiting any other provision of these Terms, or our rights or remedies under these Terms or applicable law, if a User attempts to defraud any other User or Contra, or attempts to interfere with the fair operation of the Platform (such as, by way of example only, by providing artificial, false or misleading information), we reserve the right to do any or all of the following, in our sole discretion: (i) remove any or all of the User Content from the Platform; (ii) cancel any or all of the User’s pending transactions on the Platform, and cancel, reverse or charge back any other purchases or sales by the User that we determine, in our sole discretion, to be fraudulent or in violation of these Terms; (iii) withhold any payments due to the User; (iv) place limits on the User’s buying and selling privileges; (v) charge the User for costs, expenses and fees incurred by Contra as a result of the User’s action or inaction, including refunds to any Client; and (vi) shadowban, suspend or terminate the User’s account. For clarity, if we cancel or reverse a purchase by a Client pursuant to this Section 13, the Client will have no rights to the work product and/or services concerning the canceled or reversed Transaction. If you receive services that you believe to be fraudulent in nature or otherwise in violation of these Terms or applicable law, please contact us as soon as possible. You agree to cooperate with us in any investigation conducted by us, as reasonably requested of you.
- Termination of license. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Contra at any time.
- Paid premium subscriptions. If you buy any of our paid subscription services, you agree to pay us the applicable payment processing fees and taxes, and agree to additional terms specific to the paid services. Failure to pay these fees will result in the termination of your paid subscription. Also, you agree that:
- Your purchase may be subject to foreign exchange fees, or differences in prices based on location, such as exchange rates.
- We may, through our third party payment processor, store and continue billing your payment method even after it has expired in order to avoid interruptions in your services, and use it to pay for other services you may buy.
- If you purchase a subscription, your payment method will automatically be charged applicable fees and taxes at the start of each subscription. To avoid future charges, cancel before the renewal date.
- You may cancel or suspend your premium services following the cancellation process on the Platform. The termination of your monthly subscription will be effective at the end of the last month you paid your subscription fee.
- Annual and monthly subscriptions are non refundable. Termination of your subscription will give you access through the end of your paid term and will cancel the auto renewal of your subscription.
- We will calculate taxes, payable by you based on the billing location information that you provide us at the time of purchase.
14. Client Specific Terms
- Client content. Contra retains the right in its sole discretion to prohibit the display of and to remove any job postings, project invites and inquiries. Contra also retains the right to block Client’s purchase of any service(s), or suspend or terminate a Client’s account, in order to ensure Contra and/or Client’s compliance with: (i) applicable law or (ii) any third party terms to which Contra is subject, including distribution platform terms, or (iii) any policies and procedures established by Contra (the “Contra Policies”), or (iv) these Terms; or (iv) if any transaction or activity is harmful to its business in Contra’s sole discretion.
- Client data. Client hereby represents, warrants, and covenants that it will comply with all applicable laws, including data protection laws. Client will be fully responsible for any data (including personal data) provided by Client to Contra (“Client Data”), including all necessary consents, permissions, and clearances in order for Contra to use the Client Data. Contra will have the right to use Client Data in connection with the provision of the Platform.
- Transaction fees. When you purchase services, our third-party payment processor will charge you a payment processing fee. Our third party payment processor may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”).
- Legal right to use payment method. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.
- Payment Information. When you initiate a Transaction, you provide your Payment Information to our third party payment processors so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
- Non-refundable payments. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms.
15. Independent Specific Terms
- Independent content. Contra retains the right in its sole discretion to prohibit the display of and to remove any services, to block sales of any service(s), or suspend or terminate the Independent account, in order to ensure Contra’s compliance with: (i) applicable law or (ii) any third party terms to which Contra is subject, including distribution platform terms or Independent’s compliance with (iii) any policies and procedures established by Contra (the “Contra Policies”); (iv) these Terms; or (iv) if any transaction or activity is harmful to its business in Contra’s sole discretion.
- Independent data. Independent hereby represents, warrants, and covenants that it will comply with all applicable laws, including data protection laws. Independent will be fully responsible for any data (including personal data) provided by Independent to Contra (“Independent Data”), including all necessary consents, permissions, and clearances in order for Contra to use the Independent Data. Contra will have the right to use Independent Data in connection with the provision of the Platform. Independent Data may be retained by Contra. Some data may be retained by Contra after termination of a User Account, subject to the ordinary course of business electronic backups or any applicable legal requirements for maintaining such data.
- Required benefits and insurance. Independent acknowledges that Independent is solely responsible for obtaining any liability, health, workers compensation, disability, unemployment, or other insurance needed or required by law, and that Independent is not covered by or eligible for any insurance from Contra.
16. Your Content
- Posting content. Our Platform may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, software, audio and video, artwork, product and/or services information and specifications, and other information, and trademarks, trade names, service marks, logos, and other indicia (“User Content”). Contra does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Permissions to your User Content. By making any User Content available through the Platform you hereby grant to Contra a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Platform and promoting Contra, its products or services.
- Your responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent that all User Content is accurate, substantiated, and otherwise compliant with all applicable laws, including but not limited to FTC and FEC rules and guidelines. You represent and warrant that your use and provision of your User Content that is made available through the Platform and Contra’s use of your User Content on or through the Platform will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, nor result in the violation of any applicable law or regulation. In the event of any claim of intellectual property infringement from a third party in connection with your User Content, or if you are an Independent, your products and/or services, you acknowledge and agree that such third party claimant will look solely to you for remedy. If any claims are brought against Contra regarding your User content, you agree to pay Contra’s legal fees and expenses.
- Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Contra’s intellectual property. We may make content available through the Platform that is subject to intellectual property rights. We retain all rights to that content.
- Feedback. Any content you post that includes your feedback, ratings or reviews, suggestions or other feedback will be owned by Contra and you will be deemed to have granted Contra an exclusive, royalty free, fully paid up, perpetual, irrevocable, worldwide ownership rights to the Feedback. Information based on data that Clients and Independents voluntarily submit to Contra does not constitute an introduction, endorsement or recommendation of any User by Contra. You agree that Contra is not responsible for verifying such information and provides it solely for the convenience of Users. You acknowledge providing false or misleading information violates this Agreement and may result in termination of use of Contra’s Platform. You agree that User feedback benefits Clients and Independents and you expressly agree your feedback may be made available to the public.
17. User Payment Terms
- Payment options. Users have several payment options including:
- Flat Fee. Client will pay Independent the entire amount due under the contract, in US dollars upon signing the contract. Any upfront payment will be immediately released to Independent’s wallet, however, Independent will receive payment after the payment is processed by the third party payment processor. The remaining balance is blocked from the Independent’s Contra account wallet until Client accepts Deliverables or Client does not accept nor request revisions to Deliverables within seventy two (72) hours after Independent provides Deliverables to Client. If Independent bills hourly, Client will receive any residual amount (for example, if the Independent billed for less than the maximum number of hours) or the full amount (if the transaction is canceled) back to the Client’s Contra account wallet.
- Monthly or Weekly Recurring. Monthly and Weekly Recurring projects not based on hours worked nor acceptance of Deliverables will be released one month or one week from the initial deposit of payment until the completion of the Project.
- Milestone Deliverable projects. If the Project includes Milestone Payments, Client will have (72) seventy two hours to accept each Milestone Deliverable. If Client does not accept or request revisions to a Milestone Deliverable within seventy two (72) hours, the amount for that Milestone Deliverable will be released into Independent’s Contra account wallet.
- Upfront payment. For Flat Fee and Milestone Deliverable projects, Client may agree to pay Independent a negotiated upfront payment before any work is commenced by Independent.
- Payment processor. We use a third-party payment processor, Stripe Connect, to facilitate Transaction payments. Your use of Stripe Connect’s services are governed by Stripe Connect’s Account Agreement and other such terms available at www.stripe.com (“Stripe Terms”). You agree to comply with these Stripe Terms.
- Third-party payment processing and foreign exchange fees. Clients are responsible for paying third-party payment processing fees. Any foreign exchange fees are paid by the Party incurring the fees.
- Taxes, other government agency payments information. Independent acknowledges that Independent is solely responsible for all taxes related to payments received from Clients through Contra’s Platform, and also acknowledges Contra will not withhold any taxes from payments to Independent unless required by applicable law. Independent agrees Independent is solely responsible for determining and fulfilling Independent's obligations under applicable laws and regulations with respect to invoicing and reporting, collecting or remitting any applicable taxes or charges, and if outside of the United States, determining if Contra is required by applicable law to withhold any amount of the Independent's fees and notifying Contra of any such requirement and indemnifying Contra for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Contra, Independent agrees to cooperate with Contra and provide copies of Independent's tax returns and other documents that may be reasonably requested for purposes of such audit, including but not limited to records showing Independent is engaging in an independent business as represented to Contra.
- Consent to receive electronic communications and tax documentation. User agrees to receive electronic communications, including 1099 tax forms from the third party payment processor. User acknowledges this agreement to receive electronic communications means User will not be mailed any 1099 tax forms or any other payment related communications.
18. Cancellation of Projects
No refunds/chargebacks. Client agrees that once Contra charges Client’s designated payment method, the charge cannot be refunded except upon mutual written agreement of the Client and Independent, or otherwise pursuant to these Terms. The Platform provides a process for Users who have mutually agreed to cancel their Project. When transacting on the Platform, Client agrees that Contra may charge Client’s designated payment method for the Independent’s fees as agreed on between Client and Independent in the service contract. Clients also agree that these Terms provide a dispute resolution process. Users may commence a dispute resolution process by following instructions on the Platform. Client therefore agrees not to ask its credit card company, bank, or other payment method to charge back any Independent fees or other fees charged. A charge back is a material breach of these Terms. Client agrees that Contra may dispute or appeal the charge back and initiate collection actions against the Client, close Client’s account, and take any other action it deems appropriate. In addition to the amount Client charged back, Client will be responsible for any damages and costs incurred by Contra including but not limited to, Contra’s legal fees and any fees or fines assessed by third party payment processors.
19. Disputes Among Users
In the event of a dispute between an Independent and Client, Independent and Client agree to follow the following dispute resolution procedure:
- Request revisions/contact other user. Users agree to first contact each other to attempt to amicably resolve the dispute. During any attempt to resolve disputes with Independent, Client must continue to request revisions on the Contra platform within 72 hours of receipt of Deliverables to provide additional 72 hour time period(s) and prevent payment from being released to Independent. If Client does not submit a request revision on the Contra platform within 72 hours of receipt of Independent’s Deliverables, payment will be released to Independent and the Project or Applicable Milestone will be closed. Non-action by Client within 72 hours of receipt of Deliverables will be considered to be an approval and resolution of the dispute. If Users cannot amicably resolve their dispute in this manner, Contra provides dispute resolution assistance.
- Contra’s resolution assistance. Users may opt to submit a request for dispute assistance no later than 72 hours of Client’s receipt of the Deliverable by logging into their respective Contra account and submitting a Dispute. Submitting a Dispute places a hold on release of Project payment until 1) the Users resolve their dispute, or 2) fail to file a Request for Arbitration in which case project funds will automatically be released to the Independent at the end of the 45 day dispute resolution period, or 3) reach a resolution through third-party binding arbitration. After a User submits a Dispute, Contra will contact the Users in an attempt to facilitate an amicable resolution. Contra will attempt to assist the Users to reach a mutually satisfactory resolution, however, if the Users remain unable to resolve the dispute within 14 days from the day the Dispute was submitted on the platform, Contra will end its dispute resolution assistance. As a final option, the Users may then submit the dispute, at their own cost, for third-party binding arbitration.
- Arbitration. If Users are unable to resolve their dispute within 14 days after submitting a dispute on the Contra platform, as a final option, the Users may then submit the dispute, at their own cost, for binding arbitration to the American Arbitration Association under its applicable rules. If Users reside outside of the United States, Users agree to have the International Arbitration Rules of the International Centre for Dispute Resolution govern the arbitration. A judgment on the award of the arbitrator may be entered in any court having jurisdiction. If neither User provides Contra with the Request for Arbitration, (confirmation that the dispute was submitted for arbitration) within forty five (45) days of the submission of the Dispute, the dispute will be considered resolved, the project will be closed and payment will be released to the Independent. If the dispute is submitted to arbitration, Client’s payment will not be released until the Arbitrator’s final resolution of the Dispute that shall include payment release instructions including amounts to be released to Independent or refunded to Client.
20. WARRANTY DISCLAIMERS
THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLATFORM.
THE PARTIES UNDERSTAND THAT WHILE PAYMENTS MAY BE MADE BY USERS USING CONTRA’S THIRD PARTY PAYMENT PROCESSOR’S SERVICES, CONTRA IS NOT RESPONSIBLE FOR EITHER PARTY’S PAYMENT OBLIGATIONS OR THAT EITHER PARTY WILL GET PAID.
WE MAKE NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF USERS AND ASSUME NO RESPONSIBILITY FOR A USER’S COMPLIANCE WITH THESE TERMS OR ANY APPLICABLE LAWS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER.
WE WILL NOT BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN OUR PERFORMANCE UNDER THESE TERMS TO THE EXTENT THE FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, LABOR DISPUTES, STRIKES, LOCKOUTS, SHORTAGES OF OR INABILITY TO OBTAIN LABOR, ENERGY, RAW MATERIALS OR SUPPLIES, WAR, TERRORISM, RIOT, ACTS OF GOD OR GOVERNMENTAL ACTION.
You will indemnify, defend and hold Contra and its officers, directors, employees, representatives and agents (each an “Indemnified Party”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Platform, (b) your User Content or any Work Product related to your use of the Platform, (c) any Service Contract you enter into using Contra’s online platform including but not limited to your classification as a freelancer or independent contractor, any employment related claims or breach of your Services Contract, (d) your violation of these Terms, (e) your failure to comply with applicable law, (f) your negligence, wilful misconduct or fraud, or (g) your violation of any third party right, including but not limited to publicity, intellectual property or privacy rights.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CONTRA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR FOR THE COST OF SUBSTITUTE PLATFORM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONTRA OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING THE ABOVE DISCLAIMER, IF A COURT FINDS SUCH DISCLAIMER TO BE INVALID, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONTRA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY USER TO CONTRA FOR USER SUBSCRIPTION SERVICES OVER THE PAST SIX MONTHS OR ONE DOLLAR.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CONTRA AND YOU.
Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
23. Accuracy of Materials
The materials appearing on Contra's website could include technical, typographical, or photographic errors. Contra does not warrant that any of the materials on its website are accurate, complete or current. Contra may make changes to the materials contained on its website at any time without notice, however, Contra does not make any commitment to update the materials.
Contra does not review all of the sites linked to and from its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Contra of the site. Use of any such linked website is at the User's own risk.
Contra may revise these Terms for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms.
26. Choice of Law
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) that you and Contra are not required by applicable law to arbitrate will be the state and federal courts located in the San Francisco County, and you and Contra each waive any objection to jurisdiction and venue in such courts.
27. Binding Arbitration of Disputes and Class Action Waiver
- United States Users. The terms in this Section concerning binding arbitration and a class action waiver do not apply to Users outside of the United States and its Territories.
- Waiver. You and Contra agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Contra agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Contra are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90) and other applicable laws prohibit mandatory arbitration of certain claims. These mandatory arbitration terms will not apply if prohibited by applicable law.
- Exceptions. As limited exceptions to the mandatory arbitration terms above: (i) You or Contra may seek to resolve a Dispute in small claims court if it qualifies; and (ii) You or Contra each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting arbitration and arbitration rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
- Arbitration costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Contra won’t seek to recover the administration and arbitrator fees Contra is responsible for paying, unless the arbitrator finds your Dispute frivolous. If Contra prevails in arbitration, Contra will pay all of Contra’s attorneys’ fee and costs and will only seek to recover from you the total amount you would have paid if you filed and litigated your claim in court. If you prevail in arbitration you will be responsible for paying the total amount you would have paid if you filed and litigated your claim in court unless an arbitrator finds you are entitled to an award of attorneys’ fees and expenses.
- Injunctive and declaratory relief. Except as provided in Section 27(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Right to opt out of arbitration. You may opt out of the arbitration provision contained in this section by notifying Contra in writing within 30 days of the date you first created a profile on Contra’s platform. To opt out of the arbitration provision, send a written notification to Contra at email@example.com that includes your name, your address, your telephone number, your e-mail address and a statement indicating that you wish to opt out of the arbitration provision. Opting out of this arbitration provision will not affect any other terms of this agreement. If you do not opt out as provided in this section, continuing to use the Contra platform constitutes mutual acceptance of the terms of this arbitration provision by you and Contra. You have the right to consult with an attorney of your choice concerning this agreement and the arbitration provision.
- Class action waiver. YOU AND CONTRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
- Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
28. Reservation of Rights
Contra and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
29. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Contra and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Contra and you regarding the Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Contra’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Contra may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Contra under these Terms will be given via email or via messages sent to your Profile account on the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
We may suspend or terminate your access to and use of the Platform, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Termination of your User Account does not terminate any payment or other obligations pursuant to an active Project or Services Contract you entered into with another User.
32. Waiver of Rights
Contra’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Contra. 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.
33. Contact for Questions
If you have any questions regarding this website or these Terms of Service, please contact our Customer Support Team at firstname.lastname@example.org.