FREELANCE TERMS AND CONDITIONS
PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
This Agreement may be modified from time to time. Subject to the conditions set forth herein, 7 Wonders Market may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. 7 Wonders Market will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
1. 7 WONDERS MARKET ACCOUNTS
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.2 ACCOUNT ELIGIBILITY
7 Wonders Market offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, 7 Wonders Market may close any or all related Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on 7 Wonders Market. You authorize 7 Wonders Market, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
1.7 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize 7 Wonders Market 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 or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
2. PURPOSE OF 7 WONDERS MARKET
Section 2 discusses what 7 Wonders Market does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, 7 Wonders Market provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts.
2.1 RELATIONSHIP WITH 7 WONDERS MARKET
7 Wonders Market merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. 7 Wonders Market does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and 7 Wonders Market is not a party to that Service Contract.
You acknowledge, agree, and understand that 7 Wonders Market is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content,
(b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions),
(c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts,
(d) performing Freelancer Services, or
(e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). 7 Wonders Market does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that 7 Wonders Market does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. 7 Wonders Market makes no representations about and does not guarantee, and you agree not to hold 7 Wonders Market responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that:
- you are not an employee of 7 Wonders Market, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);
- 7 Wonders Market will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users;
- 7 Wonders Market does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services;
- Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and 7 Wonders Market does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is 7 Wonders Market involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project;
- Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and 7 Wonders Market does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment;
- 7 Wonders Market does not provide Freelancers with training or any equipment, labour, tools, or materials related to any Service Contract; and
- 7 Wonders Market does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to 7 Wonders Market’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that:
(s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site;
(t) 7 Wonders Market is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults;
(u) neither Agencies nor Agency Members are employees or agents of 7 Wonders Market, and 7 Wonders Market does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member;
(v) 7 Wonders Market does not, in any way, supervise, direct, or control the Agency or Agency Members;
(w) 7 Wonders Market does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work;
(x) 7 Wonders Market does not provide Agencies or Agency Members with training or any equipment, labour, tools, or materials needed for any Service Contract;
(y) 7 Wonders Market does not provide the premises at which the Agency or Agency Members will perform the work; and
(z) 7 Wonders Market makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfil any other obligations to Agency Members, and 7 Wonders Market disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Freelancer acknowledges and agrees that Freelancer is solely responsible
(a) for all tax liability associated with payments received from Freelancer’s Clients.
(b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from 7 Wonders Market;
(c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required;
(d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and
In the event of an audit of 7 Wonders Market, Freelancer agrees to promptly cooperate with 7 Wonders Market and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to 7 Wonders Market.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request 7 Wonders Market to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to 7 Wonders Market and does not constitute and will not be construed as an introduction, endorsement, or recommendation by 7 Wonders Market; 7 Wonders Market provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that 7 Wonders Market post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by 7 Wonders Market on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that 7 Wonders Market will make Composite Information available to other Users, including composite or compiled feedback. 7 Wonders Market provides its feedback system as a means through which Users can share their opinions of other Users publicly, and 7 Wonders Market does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
7 Wonders Market does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. 7 Wonders Market is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, 7 Wonders Market reserves the right (but is under no obligation) to remove posted feedback or information that, in 7 Wonders Market’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of 7 Wonders Market. You acknowledge and agree that you will notify 7 Wonders Market of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, 7 Wonders Market may rely on the accuracy of such information.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
3.1 SERVICE CONTRACTS
If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that 7 Wonders Market is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between 7 Wonders Market and any Freelancer or a partnership or joint venture between 7 Wonders Market and any User.
With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand 7 Wonders Market’s rights and obligations under the Terms of Service, including this Agreement.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Freelancers, you agree that you will pursue your dispute independently, you acknowledge and agree that 7 Wonders Market will not and is not obligated to provide any dispute assistance.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
3.4 THIRD-PARTY BENEFICIARIES
It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
4. WORKER CLASSIFICATION AND 7 WONDERS MARKET
Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use 7 Wonders Market Payroll, as detailed below.
4.1 WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between 7 Wonders Market and a User.
Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; 7 Wonders Market will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that 7 Wonders Market has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
5. 7 WONDERS MARKET FEES
NO SERVICE OR MEMBERSHIP FEES ARE CHARGED TO THE FREELANCERS AND/OR USERS BY 7 WONDERS MARKET. 7 Wonders Market undertakes to notify Freelancers and Users in writing if we so decide to charge service fees to Freelancers for the use of the site. This shall be communicated in writing and the Freelancers shall be given two months’ notice.
6. RECORDS OF COMPLIANCE
Section 6 discusses your agreement to make and keep all required records, as detailed below.
Users will each
(a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and
(b) provide copies of such records to 7 Wonders Market upon request.
Nothing in this subsection requires or will be construed as requiring 7 Wonders Market to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on 7 Wonders Market’s part to store, backup, retain, or grant access to any information or data for any period.
7. WARRANTY DISCLAIMER
Section 7 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. 7 WONDERS MARKET MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 7 WONDERS MARKET DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY
7 Wonders Market is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL 7 WONDERS MARKET, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Section 9 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that 7 Wonders Market is not a party to any contract between Users, you hereby release 7 Wonders Market, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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 any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. This release will not apply to a claim that 7 Wonders Market failed to meet our obligations under the Terms of Service.
Section 10 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless 7 Wonders Market, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of:
(a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services;
(b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of 7 Wonders Market as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits;
(c) failure to comply with the Terms of Service by you or your agents;
(d) failure to comply with applicable law by you or your agents;
(e) negligence, willful misconduct, or fraud by you or your agents; and
(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 10, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
11. AGREEMENT TERM AND TERMINATION
Section 11 discusses your and 7 Wonders Market’s agreement about when and how long this Agreement will last, when and how either you or 7 Wonders Market can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and 7 Wonders Market expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected]. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. 7 Wonders Market is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree
(a) you hereby instruct 7 Wonders Market to close any open contracts;
(b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site;
(c) 7 Wonders Market will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and
(d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, owed under the Terms of Service and to any Freelancers for any Freelancer Services.
Without limiting 7 Wonders Market’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if:
- you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service;
- we suspect or become aware that you have provided false or misleading information to us; or
- we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or 7 Wonders Market or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without 7 Wonders Market’s prior written consent.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF 7 WONDERS MARKET DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, 7 WONDERS MARKET HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT 7 WONDERS MARKET WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
11.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which 7 Wonders Market will have no liability whatsoever. 7 Wonders Market, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or 7 Wonders Market from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
12. DISPUTES BETWEEN YOU AND 7 WONDERS MARKET
Section 12 discusses your agreement with 7 Wonders Market and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in Zimbabwe, that we both agree to use arbitration instead of going to court if we can’t resolve the dispute informally.
Section 13 discusses additional terms of the agreement between you and 7 Wonders Market, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
13.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and 7 Wonders Market relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though 7 Wonders Market drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or 7 Wonders Market because of the authorship of any provision of the Terms of Service.
13.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon 7 Wonders Market unless in a written instrument signed by a duly authorized representative of 7 Wonders Market or posted on the Site by 7 Wonders Market. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without 7 Wonders Market’s prior written consent in the form of a written instrument signed by a duly authorized representative of 7 Wonders Market. 7 Wonders Market may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
13.5 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 labour 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.
13.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Zimbabwe.
13.7 ACCESS OF THE SITE OUTSIDE ZIMBABWE
7 Wonders Market makes no representations that the Site is appropriate or available for use outside of Zimbabwe. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, Zimbabwe, and local laws and regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities.
In order to access or use the Site or Site Services, you must and hereby represent that you are not:
(a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act;
(b) a citizen or resident of, or located in, a geographic area that is subject to Zimbabwe or other sovereign country sanctions or embargoes.
You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
13.8 CONSENT TO USE ELECTRONIC RECORDS
Section 14 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that:
(a) is generally known by third parties as a result of no act or omission of Freelancer 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 another person’s Confidential Information.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
ADVERTISING TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
1. Application and Acceptance of the Terms
1.2 You may not use the Services and may not accept the Terms if
(a)You are not of legal age of 18 years to form a binding contract with 7 Wonders Market, or
(b)You are not permitted to receive any Services under the laws of Zimbabwe or other countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that 7 Wonders Market may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms will apply to you.
1.4 You may be required to enter into a separate agreement, whether online or offline, with 7 Wonders Market or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.5 The Terms may not otherwise be modified except in writing by an authorized officer of 7 Wonders Market.
2. Provision of Services
2.1 The contracting entity that you are contracting with is 7 Wonders Market.
2.2 You must register as a member on the Site in order to access and use some Services. Further, 7 Wonders Market reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that 7 Wonders Market may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. 7 Wonders Market may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 7 Wonders Market may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
2.5 Some Services may be provided by 7 Wonders Market’s affiliates on behalf of 7 Wonders Market.
3. Users Generally
3.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
3.2 You agree to use the Site or Services solely for your own private and internal purposes. You agree that.
3.3 You will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), and
3.4 You will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with 7 Wonders Market, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from 7 Wonders Market is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms is prohibited.
3.6 7 Wonders Market may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ websites. You are cautioned to read such websites’ terms and conditions and/or privacy policies before using the sites. You acknowledge that 7 Wonders Market has no control over such third parties’ websites, does not monitor such websites, and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites.
3.7 You agree not to undertake any action to undermine the integrity of the computer systems or networks of 7 Wonders Market and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.8 You agree not to undertake any action which may undermine the integrity of 7 Wonders Market’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.9 By posting or displaying any information, content or material (“User Content”) on the Site or providing any User Content to 7 Wonders Market or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to 7 Wonders Market to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site, the provision of any Services and/or the business of the User. You confirm and warrant to 7 Wonders Market that you have all the rights, power and authority necessary to grant the above license.
4. Member Accounts
4.1 User must be registered on the Site to access or use some Services (a registered User is also referred to as a “Member” below). Except with 7 Wonders Market’s approval, one User may only register one member account on the Site. 7 Wonders Market may cancel or terminate a User’s member account if 7 Wonders Market has reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, 7 Wonders Market may reject User’s application for registration for any reason.
4.2 Upon registration on the Site, 7 Wonders Market shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify 7 Wonders Market immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use“), may cause irreparable harm to 7 Wonders Market or other Users of the Site. Member shall indemnify 7 Wonders Market, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, 7 Wonders Market shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that
5.1.1 You have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder;
5.1.2 You use the Site and Services for business purposes only; and
5.1.3 The address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Site or your use of any Service or the member account. Each Member represents, warrants and agrees that
5.2.1 Such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and
5.2.2 You will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member represents, warrants and agrees that
5.4.1 You shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display;
5.4.2 Any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);
5.4.3 You have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and
5.4.4 You and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
5.5.1 be true, accurate, complete and lawful;
5.5.2 not be false, misleading or deceptive;
5.5.3 not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
5.5.4 not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, or age;
5.5.5 not violate the other Terms or any applicable Additional Agreements
5.5.6 not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
5.5.7 not contain any link directly or indirectly to any other websites which include any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are:
5.6.1 carry on your activities on the Site in compliance with any applicable laws and regulations;
5.6.2 conduct your business transactions with other users of the Site in good faith;
5.6.3 carry on your activities in accordance with the Terms and any applicable Additional Agreements;
5.6.4 not use the Services or Site to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
5.6.5 not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
5.6.6 not engage in spamming or phishing;
5.6.7 not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
5.6.8 not involve attempts to copy, reproduce, exploit or expropriate 7 Wonders Market’s various proprietary directories, databases and listings;
5.6.9 not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
5.6.10 not involve any scheme to undermine the integrity of the data, systems or networks used by 7 Wonders Market and/or any user of the Site or gain unauthorized access to such data, systems or networks;
5.6.11 not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
5.6.12 not engage in any activities that would otherwise create any liability for 7 Wonders Market or our affiliates
5.7 Member may not use the Services and member account to engage in activities which are identical or similar to 7 Wonders Market’s e-commerce marketplace business.
5.8 If Member provides a business referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to
5.8.1 act as your business referee;
5.8.2 post and publish their contact details and information, reference letters and comments on their behalf; and
5.8.3 that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for 7 Wonders Market’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, 7 Wonders Market shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.10 Member acknowledges and agrees that 7 Wonders Market shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Site. 7 Wonders Market does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.11 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Members
6.1 7 Wonders Market reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site which we reasonably believe is unlawful, violates the Terms, could subject 7 Wonders Market or our affiliates to liability, or is otherwise found inappropriate in 7 Wonders Market’s opinion.
6.2 If any Member breaches any Terms, or if 7 Wonders Market has reasonable grounds to believe that a Member is in breach of any Terms, 7 Wonders Market shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
6.2.1 suspending or terminating the Member’s account and any and all accounts determined to be related to such account by 7 Wonders Market in its discretion;
6.2.2 restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;
6.2.3 removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display;
6.2.4 imposing other restrictions on the Member’s use of any features or functions of any Service as 7 Wonders Market may consider appropriate in its sole discretion; and
6.2.5 any other corrective actions, discipline or penalties as 7 Wonders Market may deem necessary or appropriate in its sole discretion
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
6.3.1 upon complaint or claim from any third party, 7 Wonders Market has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
6.3.2 7 Wonders Market has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
6.3.3 7 Wonders Market has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
6.3.4 7 Wonders Market believes that the Member’s actions may cause financial loss or legal liability to 7 Wonders Market or our affiliates or any other Users.
6.4 7 Wonders Market reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, 7 Wonders Market may disclose the Member’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. 7 Wonders Market shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against 7 Wonders Market for such disclosure.
6.5 If a Member is in breach of the Terms, 7 Wonders Market also reserves the right to publish the records of such breach on the Site. If such breach involves or is reasonably suspected of involving dishonest or fraudulent activities, 7 Wonders Market also reserves the right to disclose the records of such breach to our affiliates. Such 7 Wonders Market affiliates may impose limitation on, suspend or terminate the Member’s use of all or part of the services provided by such affiliates to the Member, take other remedial actions, and publish the records about the Member’s breach of the Terms on the websites operated by or controlled by such 7 Wonders Market affiliates.
6.6 7 Wonders Market may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Site without being liable to the Member if 7 Wonders Market has received notice that the Member is in breach of any agreement or undertaking with any affiliate of 7 Wonders Market and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. 7 Wonders Market shall have the right to publish the records of such breach on the Site. 7 Wonders Market shall not be required to investigate such breach or request confirmation from the Member.
6.7 Each Member agrees to indemnify 7 Wonders Market, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Site or Services, or from your breach of the Terms.
6.8 Each Member further agrees that 7 Wonders Market is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. 7 Wonders Market reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with 7 Wonders Market in asserting any available defences.
7. Transactions Between Buyers and Sellers
7.1 Through the Site, 7 Wonders Market provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. 7 Wonders Market may additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Site. However, for any Services, 7 Wonders Market does not represent either the seller or the buyer in specific transactions. 7 Wonders Market does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. 7 Wonders Market uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Site. However, because user verification on the Internet is difficult, 7 Wonders Market cannot and does not confirm each User’s purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
7.3 Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Site or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defence or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks“. Each User agrees that 7 Wonders Market shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7.5 User agrees to provide all information and materials as may be reasonably required by 7 Wonders Market in connection with your transactions conducted on, through or as a result of use of the Site or Services. 7 Wonders Market has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
7.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify 7 Wonders Market (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
8. Limitation of Liability
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY 7 WONDERS MARKET ON OR THROUGH THE SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND 7 WONDERS MARKET HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, 7 WONDERS MARKET MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE; 7 WONDERS MARKET DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND 7 WONDERS MARKET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.
8.3 Any material downloaded or otherwise obtained through the Site is done at each User’s sole discretion and risk and each User is solely responsible for any damage to 7 Wonders Market’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from 7 Wonders Market or through or from the Site shall create any warranty not expressly stated herein.
8.4 The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall 7 Wonders Market and our affiliates be held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and save 7 Wonders Market, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the Site or Services (including but not limited to the display of such User’s information on the Site) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save 7 Wonders Market, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to 7 Wonders Market, including but not limited to those set forth in Section 5 hereunder
8.6 Each User hereby further agrees to indemnify and save 7 Wonders Market, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that 7 Wonders Market is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. 7 Wonders Market reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with 7 Wonders Market in asserting any available defences.
8.7 7 Wonders Market shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
8.7.1 the use or the inability to use the Site or Services;
8.7.2 any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site;
8.7.3 violation of Third Party Rights or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
8.7.4 unauthorized access by third parties to data or private information of any User;
8.7.5 statements or conduct of any User of the Site; or;
8.7.6 any matters relating to Services however arising, including negligence.
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of 7 Wonders Market, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Services during any calendar year shall be limited to the greater of
8.8.1 the amount of fees the User has paid to 7 Wonders Market or our affiliates during the calendar year and
8.8.2 the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not 7 Wonders Market has been advised of or should have been aware of the possibility of any such losses arising.
9. Force Majeure
Under no circumstances shall 7 Wonders Market be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
10. Intellectual Property Rights
10.1 7 Wonders Market is the sole owner or lawful licensee of all the rights and interests in the Site and the Site Content. The Site and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site Content shall remain with 7 Wonders Market, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by 7 Wonders Market are hereby reserved.
10.2 7 Wonders Market may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
11.1 All legal notices or demands to or upon 7 Wonders Market shall be made in writing and sent to 7 Wonders Market personally, by courier, certified mail, or facsimile to the following entity and address: 7 Wonders Market, 3019 Phase 4, Donbosco Hwange, Attn: Legal Department. The notices shall be effective when they are received by 7 Wonders Market in any of the above-mentioned manner.
11.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to 7 Wonders Market, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when.
11.3 7 Wonders Market is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
11.4 immediately upon 7 Wonders Market posting such notice on an area of the Site that is publicly accessible without charge.
11.5 You agree that all agreements, notices, demands, disclosures and other communications that 7 Wonders Market sends to you electronically satisfy the legal requirement that such communication should be in writing.
12. General Provisions
12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and 7 Wonders Market with respect to and govern your use of the Site and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
12.2 7 Wonders Market and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
12.5 7 Wonders Market’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of 7 Wonders Market’s right to act with respect to subsequent or similar breaches.
12.6 7 Wonders Market shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of 7 Wonders Market). You may not assign, in whole or part, the Terms to any person or entity.
12.7 The Terms shall be governed by the laws of Zimbabwe.