FreeeUp.com

Freelancer User Agreement – Terms of Use


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.

This Agreement includes and incorporates the Non-Solicitation and Confidentiality Agreement (collectively, “Other Terms of Use”) and Freelancers accepts any and all terms, conditions and obligations set forth in the Other Terms of Use.

FREELANCER’S ACCESS TO THE FREEEUP NETWORK. 

Freelancer understands and acknowledges that admission and continued access to the FreeeUp Network is conditioned on Freelancer’s execution and fulfillment of all conditions and obligations of this Agreement and Other Terms of Use.

Freelancer shall perform all functions and services (collectively, “Services”) as an Independent Contractor. Freelancer shall perform all Services in a professional and workmanlike manner.  Freelancer shall communicate and interact with all users and Clients in a timely manner (i.e., within 1 business day) and in accordance with Other Terms of Use.  Freelancer shall remain truthful to FreeeUp and any other users or Clients and accurately represent all aspects of their business including without limitation qualifications, experience, background and the nature of their business.  Freelancer is responsible for equipment, supplies, materials, facilities or any other items necessary to perform Services. Alternatively, equipment, supplies, facilities or any other items necessary for use in and for the purpose of performing Services shall be between Freelancer and Client(s).  Freelancer and Client(s) are responsible for determining the manner and methodology for performing Services.  Freelancer and Client are responsible for determining length of project and any project scheduling.  Freelancer understands they are responsible for obtaining prior, written approval from Client(s) of hours that Freelancer, in their business judgment, believes will be required to provide any agreed to Services, and that FreeeUp encourages this practice as an effort to assist Freelancer to forego any future issues with Clients over time expended on Services, where applicable.   Freelancer understands and acknowledges that some Services sought by Clients in the FreeeUp Network may be time sensitive. 

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.

As the Freelancer is entering into an independent contractor agreement for Services with Client(s), the only fee Freelancer, including Freelancer Personnel, is entitled to from Client or FreeeUp is the agreed upon rate for Services. Freelancer is required to disclose in writing any Freelancer Personnel to Clients, including without limitation any Freelancer Personnel which provide Services to Clients. Freelancer acknowledges and agrees that any Freelancer Personnel are not employees, agents, representatives or independent contractors of FreeeUp and have no relationship with FreeeUp whatsoever.  Further, Freelancer is solely and exclusively responsible for any control, supervision, direction, monitoring, hiring, firing, demotion, promotion, delegation or authorization of Freelancer Personnel.  FreeeUp has no control, supervision, direction, decision-making authority, neither directly or indirectly of Freelancer Personnel or Freelancer, however Freelancer is required to comply with all obligations in this Agreement and Other Terms of Use.

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 accounting@freeeup.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+.

Non-Upwork Freelancers

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 accounting@freeeup.com 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 accounting@freeeup.com.

Freelancer understands and acknowledges that upon any breach of this Agreement or Other Terms of Use, FreeeUp may withhold payments for Services provided. Freelancer expressly agrees and acknowledges that FreeeUp may deduct any sums then or thereafter due to Freelancer as a result of their failure to perform Services, in FreeeUp’s sole discretion, in a satisfactory and workmanlike manner or due to a violation, in FreeeUp’s sole discretion, of this Agreement or any Other Terms of Use, or any misuse of the Site.

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.

AGREEMENTS BETWEEN FREELANCER AND CLIENTS. Freelancer and Clients can agree to other terms so long as it does not, or does not attempt or purport to, regardless of intent, violate, impact, affect, or create any inconsistency with any terms, rights, or obligations under this Agreement or any Other Terms of Use, including without limitation any and all rights of FreeeUp as the marketplace provider. In the event any other terms so agreed to by and between Freelancer and Client violate, impact, affect or create any inconsistency with any terms, rights or obligations under this Agreement or any Other Terms of Use, this Agreement or any Other Terms of Use shall supersede such other terms.  FreeeUp is not a party, agent, representative, principal, employer, beneficiary, related entity, joint venturer, or partner with Freelancer or Client and is not a party to any agreements entered into between Freelancer and Client, including without limitation any agreement for Services or otherwise between Freelancer and Clients.  

FreeeUp reserves the right to, and Freelancer expressly agrees that FreeeUp may (at FreeeUp’s sole discretion), deduct or withhold any portion of any amount that Freelancer may otherwise be due that it is required to pay to or credit a Client on the FreeeUp Network as a result of Freelancer’s breach of any independent contractor agreement between Client and Freelancer or any conduct or omission that results in, or may result in, any damages, claims of damages, or suspicion of claims of damages to a Client as a result of any violations by Freelancer, directly or indirectly, of any terms, conditions or obligations of this Agreement, any independent contractor agreement between Client and Freelancer, Other Terms of Use, the Site, any suspected or actual improper conduct, any suspected or actual violations of any laws, rules, or ordinances, or as required by applicable law.

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.

INDEMNIFICATION. Freelancer (all references to Freelancer in this section include any Freelancer Personnel) hereby indemnifies and holds harmless, FreeeUp, its owners, managers, members, officers, directors, shareholders, successors and assigns, of 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, arising out of or related to this Agreement, Other Terms of Use or in any way arising out of, relating to, pertaining to, whether directly or indirectly, Freelancer’s use of the FreeeUp Network, Freelancer’s use of or access to the Site, and Freelancer’s relationship with Client(s) which expressly includes without limitation Freelancer’s acceptance of all responsibility for: any error; omission; failure to complete; failure to satisfactorily perform; defect; negligence; breach of contract; disputes regarding, pertaining to or arising out of rights or ownership of work product and/or intellectual property; tortious, unlawful or illegal act or conduct during, related to or ancillary to any Services Freelancer has agreed to provide via the FreeeUp Network; and Freelancer’s use of or access to the FreeeUp Network including all damages, or claims of damages, sustained by any Client(s) or user(s) of FreeeUp.  This indemnification and hold harmless provision further includes without limitation: any classification of FreeeUp as an employer or joint employer of Freelancer; any misclassification of Freelancer Personnel; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, whistleblower claims, interference or retaliation under any federal, state or local laws, statutes, codes or ordinances of any kind; 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.  FreeeUp is entitled to an offset of sums due to Freelancer to cover any portion of any indemnification as provided herein.  Any offset utilized by FreeeUp is not to be construed in any manner to render FreeeUp’s acceptance of such sums as satisfaction of the full indemnity agreed to herein and Freelancer remains expressly and solely responsible and liable for any and all remaining sums necessary to fully indemnify FreeeUp.

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.

CONSIDERATION FOR ACCESS TO FREEUP NETWORK.  As consideration for Freelancer to access the FreeeUp Network and with the exception of the rights and obligations arising directly from this Agreement and Other Terms of Use, Freelancer releases and forever discharges FreeeUp (all references to FreeeUp in this section include its agents, affiliates, managers, members, principals, officers, directors, shareholders, successors and assigns), of and from any and all manner of claims, controversies, causes of action, suits, demands, debts, sums of money, rights, obligations, covenants, contracts, controversies, agreements, promises, damages, claims, counterclaims, claims for attorneys’ fees and demands, whatsoever, whether in law or in equity, both past and present, known and unknown (“Claims”), which Freelancer ever had, now has, or hereafter can, shall or may have, against FreeeUp for, upon or by reason of any matter, cause or thing whatsoever, through the date of execution of this Agreement. Nothing in this release shall be construed to release any Claims or rights of Freelancer that are not validly subject to release or waiver under applicable law.

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.

Freelancer and FreeeUp also agree that this Agreement, any usage of the FreeeUp Network or any Services provided to other user(s), including Upwork users, or Client(s) do not constitute or create an agency, joint venture, partnership, franchise or employment relationship between Freelancer and FreeeUp, regardless of whether Freelancer is added as an “agency member” on Upwork.  Except as provided in this Agreement, and Other Terms of Use, Freelancer shall have the right to conduct their business as they deem proper.  FreeeUp shall not make any deduction, withholding or contribution with respect to Freelancer of Freelancer Personnel on account of FICA (social security), Medicare, unemployment insurance contributions, unemployment compensation, income tax or otherwise, under any federal, state or local laws that may be applicable to an employer/employee relationship.  Freelancer agrees that they may be liable for self-employment tax and other obligations and agrees to comply with all applicable laws regarding their tax obligations and any relationship with Freelancer Personnel.  Freelancer agrees to comply with all laws applicable to the operation of a business. 

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: nathan@freeeup.com, 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.

ONGOING OBLIGATIONS.  Notwithstanding the circumstances surrounding Freelancer’s termination, modification, limitation, restriction or suspension of Freelancer’s use or access to the FreeeUp Network or departure from the FreeeUp Network, all applicable terms under this Agreement and Other Terms of Use, specifically including indemnification, non-solicitation and confidentiality provisions and obligations shall remain in full force and effect.

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.

WAIVER.  The parties agree that failure of any party to insist upon strict performance of this Agreement or any Other Terms of Use shall not be construed as a waiver of any rights to enforce this Agreement or any Other Terms of Use.  No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

SEVERABILITY. Should any provision of this Agreement or Other Terms of Use be declared or determined to be invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the invalid part, term, or provision shall be modified, if possible, to make it valid or, if modification is not possible, such part, term or provision shall be deemed not to be a part of this Agreement.

AUTHORITY TO BIND. Upon execution of this Agreement, Freelancer acknowledges its acceptance of the terms and conditions contained herein. By executing this Agreement the signatory represents and warrants they have full and unrestricted authority to enter into this Agreement.  If the Freelancer or signatory is entering into this Agreement on behalf of a LLC, corporation, partnership, or any other entity (collectively, “Entity”), they represent and warrant they have full and unrestricted authority to enter into this on behalf of Entity.  In the event the signatory on behalf of Entity does not have full and unrestricted authority to enter into this Agreement, they agree they can be personally jointly and severally liable for any damages incurred by FreeeUp arising out of, related to or associated with this Agreement, Other Terms of Use and access to FreeeUp’s Network including without limitation Services provided to any Clients through access to the FreeeUp Network.

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.

COPIES AND COUNTERPARTS.  Any true fully executed copy of this Agreement, including any fully executed copy hereof, shall be deemed to constitute an original of the same.  This Agreement may be executed in counterparts, including by acceptance of the terms through FreeeUp.com and any e-signature or clicking to accept terms of this Agreement when required to do so shall be deemed to be an execution and acknowledgement by Freelancer of the terms of this Agreement and Other Terms of Use on that date and for all other purposes shall be deemed the effective date of execution.

ENTIRE AGREEMENT.     This Agreement, in addition to Other Terms of Use, represents the full, complete and entire agreement between the parties.  This Agreement and Other Terms of Use may by modified or amended by FreeeUp in its sole discretion at any time and for any reason, which shall be effective immediately upon notice.  Freelancer’s continued use of the FreeeUp Network after any modification or amendment to this Agreement or Other Terms of Use shall be deemed as Freelancer’s full consent to any modifications or amendment upon Freelancer’s use, for any reason, after such modification or amendment.  Freelancer may not modify this Agreement or any Other Terms of Use without the express written consent and approval of FreeeUp and no modification by Freelancer shall be binding without written execution by FreeeUp.  This Agreement shall act as notice of termination of any other agreements with FreeeUp including without limitation any independent contractor agreement, if notice were so required, and supersedes all previous agreements between the parties and all previous discussions, agreements, representations, promises, admissions, or any other dealings, are merged into this Agreement and no longer have any effect or value for any purpose whatsoever except as contained in this Agreement.  In the event of a conflict between this Agreement and any prior agreements, this Agreement shall control.

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.

FreeeUp, LLC

By: Nathan Hirsch

Title: CEO

Date: 

Independent Contractor

Freelancer’s Business Name & Title:

Freelancer’s Name:

Date: 

 

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Signed by Nathan Hirsch
Signed On: November 16, 2017

FreeeUp.com //freeeup.com
Signature Certificate
Document name: Freelancer User Agreement – Terms of Use
Unique Document ID: a5020485ddf9a820a7bc38522565323ae84aac03
Timestamp Audit
October 27, 2017 11:01 am ESTFreelancer User Agreement – Terms of Use Uploaded by Nathan Hirsch - nathan@freeeup.com IP 122.2.120.215