The following Terms and Conditions, which include the Site Policies, are a contractual agreement between you and Archability. By visiting or using the services available from the domain and sub-domains of www.archability.com (the "Site"), you are agreeing to be legally bound by these Terms and Conditions. We reserve the right to revise these Terms and Conditions and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.
Archability makes the Site available as an online workplace where clients for professional services ("Clients") and providers of professional services ("Contractors") identify each other and work together online ("Projects"). The Site contains features that enable Clients and Contractors to do, among other things, the following:
Post Projects and Requests for Proposals, identify, interview, negotiate terms, hire, manage engagements, rate and pay for services.
Create profiles, advertise capabilities, submit proposals, interview, negotiate terms, get hired, manage engagements, invoice, get rated and receive payments from Clients.
RELATIONSHIP BETWEEN CLIENTS AND CONTRACTORS
The dealing, contracting and fulfillment of a Project is between a Client and a Contractor. Upon acceptance of a proposal, the Client agrees to purchase, and the Contractor agrees to deliver, the Services in accordance with the following agreements:
Client and Contractor each acknowledges and agrees that their relationship is that of independent contractors. Services are performed as independent contracts and nothing in these Terms and Conditions shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Contractor and Client or between Archability and any Contractor or Client.
Each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by independent contractors.
RELATIONSHIP WITH ARCHABILITY
Archability is not a party to the dealing, contracting and fulfillment of a Project between a Client and a Contractor. Archability has no control over and does not guarantee the quality, safety or legality of Contractor Services advertised, the truth or accuracy of Project listings, the qualifications, background, or abilities of Members, the ability of Contractors to deliver Services, the ability of Clients to pay for Services, or that a Client or Contractor can or will actually complete a transaction.
All rights and obligations for the purchase Services are solely between Client and Contractor.
Third-Party Beneficiary of Member Contract:
To maintain the value, reputation, and goodwill of the Site, Client and Contractor agree to appoint Archability a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Archability by these Terms and Conditions. Client and Contractor further agree that Archability has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Archability in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
MEMBER ELIGIBILITY AND OBLIGATIONS
To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with Archability and become a Member, you must accept all of the terms and conditions in, and linked to, these Terms and Conditions. By becoming a Member, you agree to:
To become a Member and access Site Services through our Site you must register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You cannot register for more than one Client Account and one Contractor Account without express written permission from Archability (except Team Accounts as provided below). Your Archability Account (including feedback) and username are not transferable, and any transfer or attempted transfer to another party is null and void.
USERNAMES AND PASSWORDS
When a Member registers an Account, the Member will be asked to choose a username and password for the Account.
As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. You authorize Archability to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account or access to your password.
Archability has no editorial control over content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. Archability does not confirm or verify whether a Contractor has the expertise, or is qualified or licensed to provide the Services or advice being requested.
Verification and Monitoring:
Archability makes available to Members on the Site various services to verify a Member's credentials. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of Archability. Archability neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized Archability employees acting in their official capacities.
LICENSES AND SITE ACCESS
Archability License to User
Subject to and conditioned on compliance with these Terms and Conditions, Archability grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Site Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Archability or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Archability. The Archability logo and name are trademarks of Archability, and are registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated above, nothing in these Terms and Conditions confers any license under any of Archability's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.
Site Access and Interference:
You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:
User License to Archability:
In order to operate the Site, Archability must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials ("Content") to publicly visible areas of the Site, you grant to Archability, and you represent and warrant that you have the right to grant, or that any other owner of such Content has expressly granted to Archability, a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to Archability to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and incorporate such Content in other works in any form, media or technology now known or later developed.
RESOLUTION OF DISPUTES BETWEEN MEMBER AND ARCHABILITY
If a dispute arises between you and Archability, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you and Archability agree that we will resolve any claim or controversy at law or equity that arises between us out of these Terms and Conditions or the Archability Services. Before resorting to any, you agree to first contact us directly to seek dispute assistance by going to Customer Support.
Law and Forum for Disputes:
These Terms and Conditions are governed in all respects by the laws of the State of New York without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any legal claim or dispute you may have against Archability must be resolved by a court located in Albany County, New York. You hereby submit to the personal jurisdiction of the courts located within Albany County, New York for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.
TERMINATION AND SUSPENSION:
These Terms and Conditions shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by Archability or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms and Conditions at any time upon notice to the other party. In such event, your Account is automatically terminated and Archability shall continue to perform those Archability Services necessary to complete any open transaction between you and another Member; and you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Archability for any Site Services and to any Providers for any Provider Services.
Without limiting Archability's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all Site Services to you if:
Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or re-register under a new Account. In addition, violations of these Terms and Conditions may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Without limiting Archability's other remedies, to the extent you engage in actions or activities which circumvent the Archability Site or otherwise reduce fees owed Archability under these Terms and Conditions, you must pay Archability for all fees owed to Archability and reimburse Archability for all losses and costs (as determined by Archability) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
Archability reserves the right to terminate any User access, Account or Job for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification.
When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals.
DISCLAIMERS, LIMITATIONS AND EXCLUSIONS:
You are responsible for creation, storage, and backup of your business records. These Terms and Conditions and any registration for or subsequent use of this Site will not be construed as creating any responsibility on Archability's part to store, backup, retain, or grant access to any information or data for any period.
WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. THE SITE SERVICES PROVIDED BY ARCHABILITY OR ANY OF OUR LICENSORS OR OUR THIRD-PARTY CONTRACTORS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE).
Limitation of Liability:
IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY CONTRACTORS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If you have a dispute with another Member, you release Archability (and our officers and directors, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
You agree to defend, hold harmless and indemnify Archability from and against any and all losses, costs, expenses, damages or other liabilities incurred by Archability from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Archability: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of these Terms and Conditions; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Provider; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Provider. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
NOTICES AND COMMUNICATIONS
Archability will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Archability sends it to the email address you have provided to Archability on the Site, or when Archability posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Archability regarding violation, dispute or complaint within two business days, Archability has the right to terminate or suspend your Project or your Account.
All notices to Archability intended to have a legal effect concerning these Terms and Conditions must be in writing and delivered either in person or by a means evidenced by a delivery receipt. Such notices to Archability are deemed effective upon receipt.
MISCELLANEOUS TERMS AND CONDITIONS
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries.
Except for the payment of fees to Archability, neither of the parties to these Terms and Conditions shall be responsible for the failure to perform or any delay in performance of any obligation hereunder 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. The time for performance of such party shall be extended by the period of such delay.