This FreeeUp Network Freelancer User Agreement (“Agreement”) is made and entered into between FreeeUp, LLC (“FreeeUp”) and Freelancer (in the event the signatory is a legal entity the term “Freelancer,” “you,” “your,” “they,” “their” or any other identifiers shall apply to and have the same meaning and effect on the entity), and shall be effective immediately upon all parties having duly executed this Agreement.
Freelancer desires to use the FreeeUp Network, its services and platform to attempt to locate Clients and enhance its independent Freelancer services on a non-exclusive basis.
FreeeUp is willing to permit Freelancer access to the FreeeUp Network to market Freelancer’s services and to permit Freelancer to use the FreeeUp Network to enter into independent contractor relationships with Clients on the FreeeUp Network to perform services.
FREELANCER’S ACCESS TO THE FREEEUP NETWORK.
Freelancer represents and warrants they will use the FreeeUp Network for business purposes only, have an active business and have (and will provide) an EIN or W-8BEN (depending on location) to FreeeUp. Freelancer further represents they are in good standing with all federal, state and local agencies, regardless of where access or Services originate, continue or are completed. Freelancer represents and warrants they are over the age of 18 years old (if an individual) and eligible to conduct business on the FreeeUp Network, regardless of where access or Services originate, continue or are completed. Freelancer represents and warrants the Services rendered or advertised/marketed are Services they are capable of rendering.
Freelancer shall comply with all applicable statutes and regulations, pay all taxes due on Freelancer’s personnel, employees, representative or agents (collectively, “Freelancer Personnel”)(if applicable) and business obligations, including employment and payroll taxes and withholdings for Freelancer Personnel, if applicable, and self-employment taxes. Freelancer agrees to report and pay any contributions for taxes, unemployment insurance, social security and other benefits for Freelancer and Freelancer Personnel, if applicable, and to defend, indemnify and hold harmless FreeeUp (all references to FreeeUp in this section include its agents, affiliates, managers, members, principals, officers, directors, shareholders, successors and assigns) in any action, and for any damages, which may arise out of Freelancer’s failure to report and/or pay any such contributions. Freelancer shall bear sole responsibility for hiring, supervising, directing, monitoring, insuring and paying for any assistance required to perform any obligations or Services Freelancer agrees to provide to any and all Clients introduced through access to the FreeeUp Network. Freelancer shall be solely responsible for any and all business expenses that Freelancer or Freelancer Personnel, if applicable, may incur in connection with performance of the obligations under any agreement or Services rendered to any Client introduced through access to the FreeeUp Network. Freelancer shall maintain appropriate legal authorization to conduct business under all applicable laws. Freelancer shall maintain all licenses and records of its business activities, including without limitation tax returns, and all forms of insurance required by law including workers’ compensation insurance (and provide certificates of insurance to FreeeUp confirming this coverage), if applicable. Where applicable, as a Freelancer working outside of the U.S. at the time of executing this Agreement, Freelancer understands and agrees that Freelancer will not perform any of the agreed to Service(s) within the U.S. without providing prior written notice to FreeeUp and any Client(s) of the intent to perform services in the U.S., without executing appropriate tax documents and without the express written consent of FreeeUp to do so. This includes without limitation any temporary travel to the U.S.
Freelancer is responsible for its own profits or losses. If Freelancer has any Freelancer Personnel, Freelancer shall be solely responsible for all wages, pay, costs, expenses, payments, taxes, insurance, benefits and any other monetary or non-monetary entitlements of any kind, if any, associated with any Freelancer Personnel including without limitation any obligations set forth herein. Freelancer agrees and acknowledges they are solely responsible for employment classification of any Freelancer Personnel.
Freelancer gives FreeeUp express permission to share any and all contact information in the possession of FreeeUp with any of Freelancer’s Clients and FreeeUp is authorized to maintain Freelancer’s information in FreeeUp’s normal course of business.
FURTHER ASSURANCES. Upon request by FreeeUp at any time, Freelancer shall provide business records, including without limitation, tax returns, 1099-Ks, business licenses, or any other documents related to Freelancer’s business activities or classification of Freelancer Personnel within five (5) business days of the request. Further, Freelancer agrees to cooperate, including in the form of providing additional requested documents in an expedited manner to FreeeUp, upon request.
Freelancer agrees to provide FreeeUp with current contact information, including emergency contact information, which FreeeUp may use to contact Freelancer for business purposes at any time at FreeeUp’s discretion.
MARKETPLACE CONCEPT. Freelancer understands and acknowledges that FreeeUp may, in its sole discretion, permit an unlimited amount of other Freelancers access to the FreeeUp Network with the same or similar skills, experience, and service offerings, including freelancers that perform the same or similar services as Freelancer.
NON-EXCLUSIVITY. Notwithstanding the restrictions set forth and expressly agreed to in the Non-Solicitation and Confidentiality Agreement, nothing in this Agreement shall prohibit or preclude Freelancer from performing services for other parties or entities similar in nature to those Services performed for Clients accessed through the FreeeUp Network. Further, the parties acknowledge that Freelancer has other business clients and will be providing services for those other clients from time to time contemporaneously with having access to Client’s on the FreeeUp Network.
FREEEUP’S SERVICES. FreeeUp agrees to allow Freelancer access to the FreeeUp Network to increase Freelancer’s visibility and access to potential Clients on the FreeeUp Network whom are requesting Services in which Freelancer has indicated they are capable of providing. Subject to its sole discretion, FreeeUp permits Freelancers to access FreeeUp.com (the “Site”) and potential Clients on the Site to serve as a platform by which Freelancers and Clients can be introduced and may enter into independent contractor agreements for Services in which Clients are in need of.
SERVICES FEES. There are no sign up, monthly or annual fees. FreeeUp charges a Service Fee, the amount of which is applied on top of the hourly rate Freelancer agrees to accept. The Service Fees does not impact Freelancer’s agreed upon rate for Services to Client. The Service Fee is related to FreeeUp permitting Clients to access the Site and access to Freelancers within the FreeeUp Network. The standard Service Fee is 15% with a $2 (USD) per hour minimum. FreeeUp may go beyond the standard 15% mark up at its discretion, however this does affect the Freelancer’s agreed upon rate. Similarly, FreeeUp may lower Service Fees to assist Freelancer and Client to enter into an agreement for Services.
Freelancers may offer a flat rate for Services by contacting email@example.com. If flat rate Services are agreed to with a Client, FreeeUp’s Service Fee is 15% of the flat rate amount, but is applied on top of the Freeelancer’s agreed to flat rate for Services, so the Freelancer’s agreed upon flat rate is not impacted. FreeeUp charges the Client the Service Fee. FreeeUp may go beyond the standard 15% of the flat rate amount up at its discretion, however this does affect the Freelancer’s agreed upon flat rate. Flat rates for Service cannot be implemented to circumvent the minimum Service Fees associated with hourly billing and the $2 (USD) per hour minimum.
With the exception of Freelancers that have a current and ongoing relationship with Upwork, payments to Freelancer for Services performed for Client(s) are made within ten (10) days from the close of the billing period. Billing periods begin each Wednesday and close on the following Tuesday at 12 a.m. midnight Eastern Standard Time (EST). The amount to be paid for the Services shall be at the specific rate per job agreed upon in writing by Freelancer prior to commencing the Services for Client. Freelancer and Client are obligated to use the Site for all payments and receipt of payments. In some instances, a Client may, at its discretion, provide a bonus, commission or additional sum to FreeeUp in excess of the agreed upon rate for the Services performed by Freelancer. Freelancer understands and acknowledges that FreeeUp, at its discretion, is entitled to 15% of any such bonus, commission or additional sum paid by Client as part of the Service Fee. Freelancer understands and acknowledges that they are solely responsible for all transaction fees associated with payment to Freelancer for Services, including any Upwork fees where applicable. Freelancer acknowledges and understands that the agreed upon rate for Services shall be paid by Client, not FreeeUp. The transaction fees are set forth in this Agreement, but subject to change upon written notice.
TRANSACTION FEES AND CURRENCY. All Payments and Service Fees are in U.S. Dollars.
Freelancers and Upwork
For Freelancers that originally found FreeeUp through Upwork, all payments will be made through Upwork. Those payment will be paid every Thursday via Upwork. You are responsible for Upwork fees which is 20% for the first $500, 10% for the next $501-$10,000 and 5% once you reach $10,000+.
If Freelancer does not have a relationship with Upwork, they have the following payment options:
Option #1: PayPal
PayPal is the default payment method. If you don’t tell us how you want payment directed, this is how payment for Services performed will directed. For Freelancers in the U.S. you are responsible for a 2% transaction fee, capped at $1 per payment. For Freelancers outside of the U.S., you are responsible for a 2% transaction fee with a maximum of $20.00 USD per payment, or the foreign currency equivalent of $20.00 USD. All currency exchanges are at Freelancers own risk.
Option #2: Payoneer
With this option payment is directed to your Payoneer account. You are responsible for all fees. Freelancer is required to notify firstname.lastname@example.org should they select this method. All currency exchanges are at Freelancer’s own risk.
Option #3: Invoice (US Only)
As a Freelancer you have the ability to submit invoices to the Client through FreeeUp on a weekly basis. Invoices can be submitted via Square or other available options. FreeeUp typically pays within eight (8) days following the end of any billing period, but payments may take up to ten (10) days. Freelancer agrees they are responsible for all applicable processing fees. Invoices must be sent to email@example.com.
Since FreeeUp does not charge Freelancer any initial fees, annual fees or monthly fees, FreeeUp is able to maintain the FreeeUp Network space through collection of Services Fees to Clients. While agreed upon hourly or flat fee rates for Services is left to the Freelancer, as part of this Agreement, Freelancer is prohibited from discussing rates (hourly or flat rate) or Services Fees with Clients. Leave this to FreeeUp. Freelancer agrees to accept all payments for Services rendered to Clients introduced through the FreeeUp Network through the FreeeUp Network.
CONFIDENTIALITY. Except whereas required by law, Freelancer agrees to keep all materials disclosed or received from Client(s) confidential. Freelancer covenants and agrees that Freelancer shall not use or disclose, whether directly or indirectly, for the benefit of Freelancer or any other person or entity any confidential materials received from Client(s) prior to, during or upon conclusion of any Services for Client(s). This includes any confidential materials received or disclosed by Client(s) during any interview or discussions prior to any agreement between Client(s) and Freelancer. Upon termination or conclusion of Services, or any interviews or discussions prior to any agreement to perform Services, Freelancer shall return all confidential materials to Client(s). Freelancer understands and acknowledges Client(s) may require Freelancer to enter into additional confidentiality and/or non-disclosure agreements.
RIGHT AND OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY. All rights and/or ownership to work product and intellectual property shall be agreed upon between Freelancer and Client.
Freelancer further acknowledges and understands they are fully responsible for and shall indemnify and hold FreeeUp harmless for Freelancer’s breach of any relationship or agreement with Upwork.com and/or failure to disclose any relationship with Upwork.com. Freelancer agrees and understands they are solely responsible for any and all damages incurred by FreeeUp as a result of Freelancer’s breach of any relationship or agreement with Upwork.com including without limitation lost profits and suspension, limitation, and/or termination of FreeeUp’s access to and/or usage of Upwork.com or FreeeUp’s relationship or agreement with Upwork.com. Freelancer agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity which, in any manner, arising out of or relating to FreeeUp’s relationship with and/or access to Upwork.com as a result of a breach of this section. This includes without limitation Freelancer’s failure to disclose (intentional or unintentional, regardless of the reason or intent) a relationship with Upwork.com or that Freelancer found, learned of or discovered FreeeUp through Upwork.com.
Freelancer acknowledges and agrees that FreeeUp is not responsible for any damages or claims of damages (whether monetary or non-monetary) to Freelancer arising out, relating to or pertaining to, whether directly or indirectly, any disputes between Freelancer and Client(s), Freelancer and any other user or freelancer on the Site or FreeeUp Network, the conduct or omission of any other freelancer, or Freelancer’s use of or access to the Site or FreeeUp Network.
NO WARRANTY. Freelancer acknowledges and agrees that any materials available, viewable or accessible on the FreeeUp Network or any similar material available, viewable or accessible outside of the FreeeUp Network that relate to FreeeUp, including without limitation any audio materials, blog posts, webinars, skype chats, messaging or any other written, audio, verbal, video, oral or non-oral communications of FreeeUp, including without limitation discussing or referencing the services FreeeUp provides or any Freelancer’s Services, experience, reliability, quality of workmanship or any other representations regarding any Freelancer (including Freelancer Personnel) are solely and exclusively the opinions of FreeeUp and absolutely do not create any warranty of any kind whatsoever. FREELANCER AGREES AND ACKNOWLEDGES THAT ANY COMMUNICATIONS OR MATERIALS AVAILABLE TO OR DIRECTED TO FREELANCER DO NOT CREATE ANY EXPRESS WARRANTY OR IMPLIED WARRANTY AND THERE SHALL BE NO LIABILITY ON THE PART OF FREEEUP FOR ANY COMMUNICATIONS OR MATERIALS AVAILABLE TO OR DIRECTED TO FREELANCER.
RELATIONSHIP OF FREEEUP AND FREELANCER. FreeeUp and Freelancer agree and acknowledge that Freelancer is an Independent Contractor permitted access to the FreeeUp Network, a marketplace for Independent Contractors and potential Clients. Freelancer agrees and acknowledges that neither Freelancer nor any Freelancer Personnel, if applicable, are employees of FreeeUp or any Clients for any purposes whatsoever. Freelancer acknowledges and agrees their services are not integrated into FreeeUp’s business and they are not providing any services to FreeeUp.
Freelancer acknowledges and agrees that access to FreeeUp’s Network is voluntary.
LIMITATIONS TO ACCESS TO THE FREEEUP NETWORK.
FreeeUp may terminate, modify, limit, restrict or suspend Freelancer’s access to the FreeeUp Network at any time and at its sole discretion for any reason without notice. Freelancer agrees and acknowledges it is not entitled to access to the FreeeUp Network and that any access is a privilege. FreeeUp may notify any other user or Client of your termination or any modification, limitation, restriction or suspension as it deems appropriate and in its sole discretion, regardless of whether Freelancer disagrees with FreeeUp’s opinion or reasoning for such action by FreeeUp. In the event Freelancer’s rights to access the Network for future Clients is terminated, modified, limited, restricted or suspended, Freelancer acknowledges and agrees they are obligated to complete any and all Services for Clients that were agreed upon prior to any change in Freelancer’s rights to access the Network for future Clients.
Freelancer may leave the FreeeUp Network at any time without notice so long as there are no pending, no ongoing, no in-progress, or no incomplete Services or no Services have been agreed to be rendered or performed between Freelancer and Client(s) (including without limitation Client hiring Freelancer to perform Services) and no hours have been billed to the Client(s).
In all other circumstances including without limitation, when Freelancer and Client(s) have agreed for Services to be performed, Freelancer has been hired by Client(s), Services are pending, ongoing, in progress, being rendering, incomplete, on hold, delayed, paused, or when Freelancer has billed Client(s) any time for Services or any Flat Rate Projects (all circumstances are collectively are collectively referred to as “Current Client(s)”), Freelancer may leave the FreeeUp Network, subject to providing thirty (30) days written notice to FreeeUp and any Current Client(s) as provided herein. Freelancer agrees and acknowledges that they are required to provide at least thirty (30) days notice of their intent to leave the FreeeUp Network. Written notice shall be provided by email, with a “read and received” receipt, to: firstname.lastname@example.org, bearing the subject line: “Freelancers’ Notice of Leaving the FreeeUp Network.” This written notice provision shall apply to any Current Client(s) and shall be in substantially the same form directed to the Current Client(s) point of contact and/or designated representative. Freelancer understands and acknowledges that a breach of this section is a material breach of this Agreement and understands, acknowledges and agrees that FreeeUp is entitled to indemnification from Freelancer in the event FreeeUp and/or Client(s) sustain, or claim to have sustained, damages caused by Freelancer’s breach. There is an expectation that Freelancer will, through its sole and exclusive expense, immediately return any and all Current Client(s) or past Client’s property, including any confidential materials, to that Current Client or past Client upon notice of termination. Freelancer and Clients may have additional notice and termination terms.
NO PRIOR RESTRICTIONS. Freelancer represents and warrants that Freelancer is not a party to any other contract, agreement, restrictive covenants, non-compete, or obligations (“Prior Restrictions”) which would be violated by Freelancer’s access or use of the FreeeUp Network. Freelancer agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorneys’ fees, claims, and demands whatsoever in law or equity which, in any manner, arise out of or relate to, any Prior Restrictions.
NOTICE AND CURE/DISPUTE RESOLUTION BETWEEN FREELANCER AND FREEEUP.
Step 1: Freelancer agrees and acknowledges it shall first give FreeeUp written notice of any dispute, controversy or claim Freelancer believes, in good faith, Freelancer may have with or against FreeeUp. This section applies without limitation to any disputes, controversy or claim Freelancer has or may have regarding the FreeeUp Network or Freelancer’s access to or use of the FreeeUp Network. FreeeUp shall have thirty (30) days from receipt of the notice in which to respond, if necessary, and attempt to negotiate, cure or resolve the dispute, controversy or claim. The notice shall contain sufficient detail to permit FreeeUp to assess and respond, if necessary, and attempt to negotiate, cure or resolve the dispute, controversy or claim with finality. The notice shall be provided to FreeeUp by either certified mail or email, with a “read and received” receipt required.
Step 2: In the event any dispute, controversy or claim raised by Freelancer against FreeeUp remains unresolved upon full satisfaction of the provisions in Step 1, Freelancer agrees first to try in good faith to settle the dispute by binding mediation before resorting to some other dispute resolution procedure. Freelancer agrees to participate in mediation before a mediator located in Orange County, Florida. In any dispute, controversy or claim raised by Freelancer against FreeeUp, Freelancer shall be solely responsible for all mediation costs.
NOTICE AND CURE/DISPUTE RESOLUTION BETWEEN FREELANCER AND CLIENT.
Step 1: In the event of any dispute, controversy or claim between Freelancer and any current, prospective or former Client (all references to Client in this section shall include any current, prospective or former Client of Freelancer), arising out of, or relating to, Freelancer’s and Client’s relationship with each other through each’s access to the FreeeUp Network, Freelancer agrees and acknowledges that Freelancer shall first attempt to resolve any dispute, controversy or claim directly with Client. Freelancer agrees to provide Client with sufficient written notice and opportunity to respond to and resolve the dispute, controversy or claim with finality.
Step 2: In the event Freelancer and Client are unable to resolve the dispute, controversy or claim with finality upon full satisfaction of the provisions in Step 1, Freelancer agrees to notify FreeeUp of the dispute, controversy or claim in writing, and agrees that FreeeUp shall have thirty (30) days from receipt of the notice in which to respond to, if necessary, and attempt to work with the parties to cure or resolve the dispute, controversy or claim with finality. The notice shall contain sufficient detail to permit FreeeUp to assess and respond, if necessary, and attempt to work with the parties to resolve the dispute, controversy or claim with finality. The notice shall be provided to FreeeUp by either certified mail or email, with a “read and received” receipt required.
Step 3: In the event Freelancer and Client are unable to resolve the dispute, controversy or claim with finality upon fill satisfaction of the provisions in Steps 1 and 2, Freelancer agrees to try in good faith to settle the dispute, claim or controversy by binding mediation. Freelancer agrees to participate in mediation before a mediator located in Orange County, Florida. Freelancer shall provide FreeeUp thirty (30) days written notice of any mediation.
Step 4: In the event Freelancer and Client are unable to resolve the dispute, controversy or claim with finality upon full satisfaction of the provisions in Steps 1, 2 and 3, Freelancer agrees such dispute, controversy or claim shall be settled by final, binding arbitration administered by the American Arbitration Association (AAA) and under the applicable AAA Arbitration Rules then in effect. The arbitration determination from any such arbitrator(s) shall be final and binding upon the Freelancer and Client. Such arbitration dispute, controversy or claim shall be submitted to arbitration in Orange County in the State of Florida. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Freelancer shall provide FreeeUp thirty (30) days advances written notice of Freelancer’s intent to commence any arbitration proceeding against any Client. The notice shall be provided to FreeeUp by either certified mail or email, with a “read and received” receipt required.
NO AUTHORITY. Nothing in this Agreement shall be construed as granting Freelancer any right or authority, expressed or implied, to assume or to create any obligation or responsibility on behalf of FreeeUp, unless expressly directed or authorized by FreeeUp in writing. Freelancer shall have no right or authority to assume or create any obligation(s) of any kind, express or implied, on behalf of FreeeUp or to make any representation or warranty regarding FreeeUp unless expressly directed or authorized by FreeeUp in writing.
NO ASSIGNMENT. This Agreement shall not be assigned by either party without the express written consent of the other party.
GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. Freelancer agrees to first comply with the NOTICE AND CURE/DISPUTE RESOLUTION BETWEEN FREELANCER AND FREEEUP provisions set forth in this Agreement. Any legal proceedings of any nature brought by any party to this Agreement against the other party to this Agreement shall be brought only in Orange County, Florida and the parties hereto expressly consent to jurisdiction and venue in Orange County, Florida. IN THE EVENT OF ANY LITIGATION ARISING OUT OF, OR TO ENFORCE THIS AGREEMENT, EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY SUCH ACTION.
By: Nathan Hirsch
Freelancer’s Business Name & Title:
Leave this empty:
Signed by Nathan Hirsch
Signed On: December 23, 2017
If you have questions about the contents of this document, you can email the document owner.
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