© 2023 Apexteam. TeamTeams, Inc.
In reading the Terms, please note the following:
• Section, Clause, and paragraph headings shall not affect the interpretation ofthese Terms.
• A reference to a company shall include any company,corporation or other body corporate, wherever and howeverincorporated or established.
• Unless the context otherwiserequires, words in the singular shall include the plural and, in theplural, shall include the singular and a reference to one gendershall include a reference to the other genders.
• These Terms, Policy and any other applicable policies shall be binding on, andenure to the benefit of, the parties to the relevant Terms and theirrespective personal representatives, successors and permittedassigns, and references to any party shall include that party’spersonal representatives, successors and permitted assigns.
• A reference to a statute or statutory provision is a reference to it asamended, extended or re-enacted from time to time.
• Any obligation on a party not to do something includes an obligation notto allow that thing to be done.
• Any words following the terms‘including’, ‘include’, ‘in particular’, ‘for example’or any similar expression shall be construed as illustrative andshall not limit the sense of the words, description, definition,phrase or term preceding those terms.
• The definitions set outwithin these Terms apply to the Policy.
a. “ApexTeam.team”or “ApexTeam” refers to the owner of the Site. Our company isregistered under the legislation state of Delaware (“Company”).
b. The term "We" or "Us" or "Our" refersto the Company, which operates the Site under URLhttps://ApexTeam.team/.
c. “Account” means an account withhttps://ApexTeam.team/ to access and use the Site in accordance withthe terms hereof.
d. “Affiliate” means an entity that,directly or indirectly, controls, is controlled by, or is undercommon control with a Party to a Contract, but only for so long assuch control exists, and where “control” shall mean ownership ofmore than fifty percent (50%) of the stock or other equity interestsentitled to vote for the election of directors or an equivalent.
e.“Background Technology” means all inventions developed by theContracotr other than in the course of providing Project WorksServices to the Client under the Contract and all Inventions that theContractor incorporates into the Deliverables.
f. “Services”means the services as described in the Section 2 of these Terms.
g.“Project Works” means the works or services provided byContractors to Customers through and by using the Website from timeto time and which are specifically Contracts described in the SOF and/or commination methods within the Website.
h. The term “You”or “Your” refers to the User or Visitor of the Website, whowishes to access, use and acquire Services through the use of theCompany’s Site.
i. “User” means a company, businessorganization, or other legal entity using the Services and authorizedto access an Account. The term “User” includes terms “Customer”/“Client” and “Contractor”/ “Service Provider”, as thecase may be.
j. “Customer” or “Client” is a User whouses the Services to onboard Contractors/ Service Providers, byplacing a Project on the Site, generate and execute Contracts, makepayments to Contractors for corresponding Project Works.
k.“Customer Materials” means all and any intellectual property, andany other information or materials that Customer provides toContractor for performing Project Works under a Contract.
l.“Contractor” or “Service Provider” is a User who offers andperforms Project Works to Customers as described in Contracts and whoreceives payments from Customers.
m. “Visitor” refers to anunregistered user who does not have an Account on the Site and cannotuse the Site to the full extent.
n. “Confidential Information”means information as described in clause 6.5 of Section 6.
o.“Contracts” are the legally binding documents executed by Customer and Contractors using the Site’s Contract generation toolthat describe the Project Works to be provided by the Contractor,payment terms, and other information regarding the legal relationshipbetween a Customer and Contractor.
p. “Deliverables” meanstangible or intangible results that the Contractor agrees to createfor, or actually delivers to, the Client as a result of performingthe Project Works, including, but not limited to, configurations,computer programs, or other information, or customized hardware, andany intellectual property developed in connection therewith.
q.“Payouts” are the funds payable to Contractors for the ProjectWorks as described in Contracts.
r. “Project” means worksthe Customer wishes to be done.
s. “Offer” means conditionsproposed by Contractor regarding the accomplishment of a Project.
t.“Counter-Offer” means an offer proposed by Customer in responseto Contractor's Offer with conditions that differ from those in anOffer.
u. “Team” means structural divisions of Account bytype of provided services.
v. “Representative” means anatural person of the age over 18 who is empowered to act on behalfof the User.
w. “Intellectual Property Rights“ means allcopyright and rights in the nature of copyright, design rights,patents, trade marks, database rights, applications for any of theabove, moral rights, rights in confidential information, know-how,domain names and any other intellectual or industrial property rights(and any licenses in connection with any of the same) whether or notregistered or capable of registration and whether subsisting in anypart of the world.
x. “Registration” means a stage ofcreating an Account by providing User Data and obtaining ApexTeam’sapproval of You as a User.
y. “User Data” means any content,materials, data and information that User provides to the ApexTeam,in order to be approved Yourself as a real, solvent entity registeredin accordance with the laws of any jurisdiction. User Data includesbut is not limited to the following: full legal name, a valid emailaddress, social security number (if applicable), EIN, TIN, legaladdress, an audit and annual reports of entity, acertificate/statement registration and/or an extract from commercialregister, contact information and any other required information. Aswell the User is to determine its Representatives and provide Us withhis personal data.
z. “Professional Rating” means advisoryestimation of Accounts generated from Users’ feedbacks on the basisof the quality of Contracts fulfillment and not depends onApexTeam.
aa. “Exceptional Event” means the force majeure asdescribed in the Section 20 of these Terms.
bb. “Service OrderForm” or “SOF” means any document, including in an electronicformat, outlining the main terms of a Contract between the Customerand Contractor which refers to including without limitations suchconditions as terms, time, cots, etc. of prospective Project Works tobe performed.
cc. “ApexTeam Fee” means the payment in ourfavor for usinf the Website and transaction through our platform (the“Platform”) as described in the Section 7 of these Terms.
ApexTeam is a platform which enables Customers to get connected with Contractors. The Site helps Customers to place Projects find Contractors to carry them out and Contractors to search for Customers and make Offers including, and without limitations, such industriesas: software development, engineering, graphics and design, digitalmarketing, music and audio, video and animation, Artificial Intelligence and Machine Learning, Big Data, fintech, edtech, legaltech, med tech, Blockchain, Augmented and Virtual Reality,etc.
Depending on the designation of Your Account, different Services may be available to You. Certain Services may only beavailable subject to the payment of fees detailed in these Terms.
Customer uses ApexTeam for placing Projects and searchingfor Contractors by Offers and Professional Rating, making Contracts and Payouts.
Contractor uses ApexTeam in order to get connectedto Customers, making Offers, entering into binding Contracts andreceiving Payouts.
You will use this Site in a manner consistent with any, and all, applicable laws, legislation, rules and regulations. If You violate any restrictions in these Terms, You agree to indemnify ApexTeam for any losses, costs or damages, including reasonable legal fees, incurred by ApexTeam in relation to, or arising out of, such a breach. The legal age for use of the Services shall be 18 years and above. ApexTeam reserves the right to terminate any use of the Service that doesn’t comply with usage requirement. We will also not be liable to You for any damage that might arise from person’s less than 18 who is found to use the Services. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. ApexTeam may refuse to register an Account to any entity or Team at its sole discretion.
4.1. Applying for an Account.
In order to access and use the Services, You will be required to create an Account. To apply for an Account, You must provide User Data to complete the sign-up process, as requested by ApexTeam. We will use User Data to permit ApexTeam to conduct due diligence on You prior to opening an Account, and throughout the course of Our business relationship with You. Our use of Your information is subject to the terms of Policy. If You do not agree to the terms of Policy, do not apply for an Account. One User can have only one Account but several Teams. Your Account is for Your use only, and You may not authorize others apart from Your Representatives to use Your Account for any purpose.
4.2. Account Security.
You are responsible for maintaining the confidentiality of, and restricting access to Your Account and password, and You agree to accept sole responsibility for all activities that occur under Your Account or password. You agree to contact Our support team immediately of any breach of security or unauthorized use of Your Account or any violation of these Terms by others of which You are aware. You agree that we shall have no liability for any losses, damages, liabilities or expenses You may incur due to any unauthorized use of Your Account, and You agree to indemnify Us and hold Us harmless for any such unauthorized use. We will attempt to prevent unauthorized transactions or other activity using Your Account, and we will assist You in the event Your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and You are solely responsible for any financial or other loss that results from unauthorized access to Your Account. We may suspend access to Your Account if we suspect Your Account has been compromised. We reserve the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.
5.1. General
Other than these Terms, SOF, where applicable, and/or any contractual arrangements through messaging system in our Platform the Contractor and Customer will not execute any agreements, forms, application or any other documentation in order to enter into a Contract. These Terms together with an executed SOF and relevant contractual arrangement in writing between through the Platform, if any, will constitute a binding Contract between the Customer and the Contractor. By accepting these Terms, You acknowledge and agree to be bound by all and any contractual arrangements including, and without limitations, this Section 5 and below Section 6, as You would have entered into a bilateral contract with the Customer/ Contracts where relevant. The below Contract Terms are supplemental to and, except where explicitly stated, do not supersede, replace, or limit other similar terms in these Terms.
5.2. How it works
To make an Offer a Contractor has to fill in a SOF on the Website and submit the SOF it the a Customer through the Platform. The Customer may accept or reject the Offer within [24] hours. The Customer may reject an Offer and make a Counter-Offer by filling in a new SOF and making it available to to the Contractor thought the Platform. Partial acceptance or rejection of an Offer or a Counteroffer is not permitted. As soon as: a) the SOF is agreed on by the Customer and the Contractor; and b) Payout is made by the Customer, the Contract is considered to be concluded and becomes binding upon the Parties.
When the Customer places a Fixed-Priced Project the Contractor may not, unless the Contract price in negotiable provide the Customer with an Offer to a price other than as specified in the Project. Should the Customer creates a Project which specifies all the main terms which are not subsect to changes, including Project Works, Terms of Reference, Contract Price, Start Date and Delivery Date then the Contractor may accept a proposal in full without any modification. In that even no SOF is applicable and the Customer’s Project constitutes a valid Offer to Contractors to enter into direct Contracts. For such Fixed-Priced Contract when the Offer is being accepted by the Contractor the Contract is considered to be concluded and becomes binding upon the Parties as soon as the Payout is made by the Customer.
5.3. Effective Date
1. The effective date of each Contract (the – “Effective Date”) means the latest of these two events to occur: a) the Customer and the Contractor have agreed on a SOF and/or; b) the Customer has transferred Payout though the Platform. The length of each Contract is to be agreed between the Parties in a SOF or otherwise in writing.
5.4. Delivery
The Contractor shall start working on the Project and deliver the Project Works to the Customer within the term specified in the SOF on within any other term as may be otherwise agreed upon with the Customer.
5.5. Contract Price
5.5.1. For a Fixed-Priced Project, which isnot subject to negotiations, the Contract Priced is specified in theProjects;
5.5.2. For a Fixed-Priced Project, which is subject tonegotiations, the Contract Priced is specified in the Project in theSOF and/ or any contractual arrangements through messaging system inour Platform;
5.5.3. For any other Project not specified in thisClause 5.5.1, 5,5,2 above, the final Contract Price will bedetermined in the SOF, and/ or any contractual arrangements throughmessaging system in our Platform.
5.6. Payment Terms and Escrow
The Payments Terms are specifiedin Section 7 of these Terms. By accepting these Terms the Customerand Contractor agree and acknowledge that the Contact Price will beheld by in escrow and ApexTeam will be dealing as an escrow agent inaccordance with the corresponding ApexTeam Escrow instructions andrules as may be modified by ApexTeam from time to time at the ApexTeam ‘sole and absolute discretion. The Customer and Contractorhereby will agree and accept the relevant Escrow instructions andrules available to them.
5.7. Role of ApexTeam
You understand and agree that ApexTeam isnot a party to any Contract, is not involved in or responsible forany Project Works performed by Contractors, is not involved in orresponsible for any Payment made under a Contract, and has no controlover any Contractor or Customer.
ApexTeam does not have anypower or authority to, and does not, determine any eligibility standards for any Contract, select or contract any Contractors toprovide services to a Customer, determine or control any term orcondition of the Contract or Project, or cause any Contractor or Customer to accept any Contract or perform any Project Works.
6.1. How it works
These OtherContract Terms are applicable to Parties that have concluded aContract. Parties are free to modify or change these Other ContractTerms in whole or in part, or to agree to different or additionalterms for their Contract, in writing. However, if and to the extentthat the Parties who are party to a Contract have not agreed todifferent terms, then they agree to incorporate these Other ContractTerms. Parties may not, by agreement amongst themselves, alter therights or responsibilities of ApexTeam or agree to any terms thatwould violate these Terms. ApexTeam is not a party to any Contract byor between Parties regardless of whether these Other Contract Termsare incorporated.
You acknowledge and agree that You havediscretion whether to contract with each other and will negotiate anddetermine the specific terms of their Contracts with each other.These Other Contract Terms is a standard set of default rules only,which may not be appropriate for all Contracts and which may beadjusted and added to as You may deem appropriate, in writing. Userschoose whether to use the Other Contract Terms in whole or inpart.
6.2. Parties
Customers and Contractor identified onthe Site under the Contract are the parties to that Contract. headdress, registration/identification number and representative ofeach Party is the information entered in the User Data on the Site.ApexTeam is not a party to a Contract. However, by using thisWebsite, the Parties have agreed to be bound by our ApexTeam.teamTerms of Use.
6.3. Project Works
Customers and Contractorsagree that the Contractor is performing Project Works as anindependent Contractor and the Customer undertakes to accept and payfor the Project Works. Contractor will perform the Project Works in aprofessional manner and will deliver them timely. The termsconcerning the Project Works to be performed under the Contractdescribed on SOF and /or otherwise using the messaging functionalityof the Platform.
The Other Contract Terms concerning the ProjectWorks to be performed under the Contract described on the Site formpart of the Contract. Users agree that, once accepted, the OtherContract terms of the Contract cannot be modified by a User withoutobtaining the consent of the other Party before making changes to theContract, including by adding additional or different milestones, byclosing a Contract, or making other changes to the Contract on theSite. If consent of the other party is not first obtained, the otherparty may reject such changes by terminating the Contract or acceptsuch changes by continuing to work on the Contract.
6.4. Intellectual Property Rights
6.4.1. Third-party Rights
The Contractor represents and warrants that the Contractor will notincorporate or use the materials of any third party including thoseof any other client or any employer, in performing the Project Worksthat are not generally available for use by the public or have notbeen legally transferred/ right to use has been consented to theContractor and/or the Contractor, where relevant.
6.4.2.Background Technology
The Contractor will disclose any Background Technology which the Contractor proposes to incorporateinto the Deliverables or upon which use or distribution of the Deliverables will depend. If the Contactor discloses no BackgroundTechnology, the Contractor warrants that it will not incorporate any Background Technology into the Deliverables provided pursuantthereto. Contractor will separately provide, with each delivery of Deliverables to Client, a bill of materials that identifies allBackground Technology and other third-party materials that have been in corporated into the Deliverables and provides, for each item of Background Technology identified, (a) the name and any associatedversion number, (b) the applicable license or licensing terms, (c)whether the item has been modified by Contractor, and (d) how theitem has been incorporated into, is used by, or is relied upon by the Deliverables .Notwithstanding the foregoing, unless otherwise agreedin the relevant SOF or otherwise on the Platform, the Contractoragrees that it will not incorporate into Deliverables or otherwisedeliver to the Client any software code for which the use ordistribution of the code will create (or purport to create)obligations for the Client to grant any rights or immunities underthe Client intellectual property to a third-party, including withoutlimitation any obligation that the Deliverables or Client softwarecombined with, derived from, or distributed with such Deliverables(x) be disclosed or distributed in source code form, (y) be licensedfor the purpose of making derivative works, or (z) be redistributableat no charge.
6.4.3. Customer Materials
Customer grantsContractor a limited, non-exclusive, revocable (at any time, atCustomer’s sole discretion) right to use the Customer Materials asnecessary solely for the performance of the Project Works under theapplicable Contract. Customer reserves all other rights and interest,including, without limitation, all Intellectual Property Rights, inand to the Customer Materials. Upon completion or termination of theContract, or upon Customer’s written request, Contractor willimmediately return all Customer Materials to Customer and furtheragrees to destroy all copies of Customer Materials contained in or onContractor’s premises, systems, or any other equipment or locationotherwise under Contractor’s control. Within 10 (ten) days of suchrequest from Customer, Contractor agrees to provide writtencertification to Customer that Contractor has returned or destroyedall Customer Materials as provided in this subsection.
6.4.4.Assignment
Upon Contractor's receipt of Payouts for the ProjectWorks as provided in these Terms, Contractor hereby irrevocably andperpetually assigns to Customer all right, title and interestworldwide in and to the results of performed Project Works and allintellectual property rights therein, including the rights toreproduce, make derivative works of, distribute, publicly perform,and publicly display the the results of performed Project Works.Contractor cannot use the results of performed Project Works forContractor's own purposes or sell or license the results of performedProject Works to any other person. Contractor retains no rights touse, and will not challenge the validity of Customer’s ownershipin, such Intellectual Property Rights. Contractor hereby waives anymoral rights, rights of paternity, integrity, disclosure andwithdrawal or inalienable rights under applicable law in and to theresults of performed Project Works .The foregoing assignment willremain in effect in perpetuity. Without limiting the scope of theforegoing assignment, Contractor assigns to Customer all rightsdescribed here. Project Works.
6.4.5. License to BackgroundTechnology
Upon Contractor's receipt of Payouts for the ProjectWorks, the Contractor hereby automatically grants to the Customer anexclusive, perpetual, fully-paid and royalty-free, irrevocable andworldwide right, with rights to sublicense through multiple levels ofsublicensees, to reproduce, make derivative works of, distribute,publicly perform, and publicly display in any form or medium, whethernow known or later developed, make, have made, use, sell, import,offer for sale, and exercise any and all present or future rights inthe Background Technology incorporated in the Deliverables for thatpayment. If payment is made only for partial delivery of theDeliverables, the license described herein applies only to theportion of the Deliverables paid for.
6.4.6. License /Waiver
Should the Contractor has any right in and to theDeliverables, including without limitation any Intellectual PropertyRight, that cannot be assigned to the Client by Contractor,Contractor hereby automatically, upon Contractor’s receipt of fullpayment from Client, unconditionally and irrevocably grants to Clientduring the term of such rights, an exclusive, even as to Contractor,irrevocable, perpetual, worldwide, fully-paid and royalty-freelicense to such rights, with rights to sublicense through multiplelevels of sublicensees, to reproduce, make derivative works of,distribute, publicly perform and publicly display in any form ormedium, whether now known or later developed, make, use, sell,import, offer for sale and exercise any and all such rights. IfContractor has any rights to such Deliverables that cannot beassigned or licensed, Contractor hereby automatically, uponContractor’s receipt of payment from Client, unconditionally andirrevocably waives the enforcement of such rights, and all claims andcauses of action of any kind against Client or related to Client’scustomers, with respect to such rights, and will, at Client’srequest and expense, consent to and join in any action to enforcesuch rights. If payment is made only for partial delivery ofDeliverables, the grant described herein applies only to the portionof Deliverables paid for.
6.4.7. Assistance
The Contractorwill assist Customer in every way, including by signing any documentsor instruments reasonably required, both during and after the term ofthe Project Works Contract, to obtain and enforce IntellectualProperty Rights relating to the results of performed Project Works inall countries. In the event Customer is unable, after reasonableeffort, to secure Contractor’s signature on any document needed inconnection with the foregoing, Contractor hereby designates andappoints Customer and its duly authorized officers and agents as itsagent and attorney in fact to act on its behalf to further thepurposes of this Section with the same legal force and effect as ifexecuted by Contractor.
6.5. Non-Disclosure
6.5.1. GeneralProvisions
“Confidential Information” means any data and/orinformation, which Party treats as confidential or proprietary, inwhatever form which is disclosed by a disclosing Party and/or itsAffiliates (the “Disclosing Party”) to a receiving Party and/orits Affiliates (the “Receiving Party”) including, withoutlimitation, information such as corporate structure, trade secrets,production methods and know-how, computer software and technology,technical and other data, inventions, designs, models, manufacturingprocesses and specifications, formulations, ideas, concepts,processes, procedures, techniques, formulae, drawings, businessplans, development plans, information on current and future projects,financial and marketing data, compilations and forecasts.
The term “Confidential Information” will not include informationwhich:
• is or becomes generally available to the public otherthan as a result of a disclosure by the Receiving Party or itsrepresentatives,
• was within the possession of the ReceivingParty prior to it being furnished to the Receiving Party by or onbehalf of the Disclosing Party pursuant hereto, provided that thesource of the information was not bound by a confidentialityagreement with or other contractual, legal or fiduciary obligation ofconfidentiality to the Disclosing Party or any other party withrespect to the information,
• is or was developed independently bythe Receiving Party prior to it being furnished to the ReceivingParty by or on behalf of the Disclosing Party pursuanthereto,
• becomes available to the Receiving Party on anon-confidential basis from a source other than the Disclosing Partyor any of its Representatives, provided that the source was not boundby a confidentiality agreement with or other contractual, legal orfiduciary obligations of confidentiality to the DisclosingParty.
6.5.2. Protection of Confidential Information
Unlessotherwise provided for in these Terms or the Contract, Neither Partyshall disclose Confidential Information received from the DisclosingParty to any third party without prior obtaining the express writtenconsent of the Disclosing Party. The Receiving Party shall use thesame degree of care in maintaining the confidentiality of theConfidential Information as it uses with respect to its owninformation that is regarded confidential and/or proprietary by suchParty, but in no case with any less degree than reasonable care.
Ifthe Receiving Party breaches terms of disclosure as described above,the Disclosing Party shall promptly report ApexTeam support teamabout such violation. Links has the right to temporarily orpermanently block such Party’s Account or apply anotherpunishment.
6.5.3. Return
If and when ConfidentialInformation is no longer needed for the performance of the ProjectWorks or at Client’s or Contractor’s written request (which maybe made at any time at Client’s or Contractor’s sole discretion),the Receiving Party will, at its expense, promptly destroy or returnthe disclosing party’s Confidential Information and any copiesthereof contained in or on its premises, systems, or any otherequipment otherwise under its control. The Receiving Party agrees toprovide written certification to the Disclosing Party of compliancewith this subsection within 10 (ten) days after the receipt of theDisclosing Party’s written request for such certification.
6.5.4.Publication and Portfolio
Without limiting this subsection 6.5(Non-Disclosure), the Contractor, solely for the marketing purposesand building the Contractor’s portfolio, may publish, or cause tobe published:
a) the name of the Client and the facts that: a)the Contract with the Client existed; b) the Contractors hasperformed the Project Works for the Client, on the Website and indealing with third-parties, including making available thisinformation on the Contractor’s web-site, presentations, printedand other products, as well as while distributing of such informationin other ways;
b) short information on the Project to describethe Contractor’s expertise and experience, by making available thisinformation on the Contractor’s web-site, presentations, printedand other products, as well as while distributing such information inother ways, provided that: i) such disclosure is in violation of any Client’s Intellectual Property Rights; ii) the disclosure is notdetrimental to the Client’s business and legitimate interests; iii)the information does not contain material pieces of ConfidentialInformation; iv) the information would have otherwise becomepublically available had the Contractor not disclosed it in Contractor’s marketing materials.
6.6. Exceptional Event
Thecircumstances of an Exceptional Event are determined in Section 20 ofTerms of Service.If the Party cannot fulfill the obligations underthe Contract due to an Exceptional Event, this Party is obliged tonotify the other Party and ApexTeam support team in writing no laterthan in 10 (ten) days from of such an Exceptional Event.
TheParties are relieved of liability for partial or completenon-fulfillment of obligations under the Contract after providing theother Party and ApexTeam support team a documentary confirmation fromthe competent state authority of the occurrence of Exceptional Eventcircumstances. If Exceptional Event circumstances continue for morethan 30 (thirty) days, then each Party has the right to terminate theContract unilaterally.
6.7. Termination and amendment of aContract
Once a Customer transfers the Payouts includingApexTeam’s Commission for the Project Works, absent a full refundto Customer by Contractor, the Project Works Contract does notterminate until the Project Works are completed.
However, eitherCustomer or Contractor has the right to terminate a Contract at anytime with the consent of the other party or in the event of amaterial breach. If a Contract is terminated, Customer does not havethe right to recover the Payouts including ApexTeam’s Commissionwhich has been already released to Contractor for the Project Works.
By accepting Contractor’s Offer as described in Section 5 of thisTerms, the Customer makes a 100% prepayment including ApexTeam’s Commission, which is to be frozen and held by the Site until the Works are provided by the Contractor and accepted by the Customer. Assoon as Customer and Contractor confirm the proper execution of the Contract, ApexTeam will transfer the payment to the Contractor. Incase of any disputes, the prepayment in whole or in part will bereturned to the Customer excluding the ApexTeam’scommission.
ApexTeamn's commission is added over the final costof the Contract and is being 20% of the final cost . The cost of theContract can be expressed only as a fixed amount.
Paymentcurrency is Euro.
By making or receiving Payouts and providingpayment information to ApexTeam, You represent and warrant that Youare the owner, or Representative of the owner of the relevant bankaccount, and that You are legally authorized to make or receivepayments using such accounts.
Solely to protect ApexTeam againstmoney laundering, terrorist financing, fraud, unauthorizedtransactions or as otherwise required by applicable law, ApexTeamwill collect, store and analyze User payment information.
You acknowledge, represent and warrant that:
(a) Your Representative is authorized, has necessary consent, acts in Your interests and in accordance with these Terms.
(b) You are liable for actions of Your Representative on the Site.
(c) You have studied and understood these Terms, recognizes their binding force for Yourself and undertake to comply with them as they appear on each respective date during the entire period of using the Site.
(d) You assume all the obligations set forth in these Terms.
(e) User Data that You supply is true, accurate, complete and not misleading.
(f) You will maintain the accuracy and validity of User Data.
(g) The assessment of the use of the Site by You is performed on the basis of the User Data provided by You and ApexTeam may rely upon User Data provided by You; ApexTeam is not responsible for any damages or losses which may arise from any inaccuracies.
(h) You will use the Site pursuant to these Terms honestly, fairly and in good faith.
By using the Website, the User undertakes in particular to:
• not violate any law, Contract, Intellectual Property or other third partyright or commit a tort, and that You are solely responsible for Yourconduct, while accessing or using the Site.
• abide by these Termsand will not: Engage in any harassing, threatening, intimidating,predatory or stalking conduct.
• not use or attempt to use anotherUser’s Account without authorization from such User andApexTeam.
• not use the Site in any manner that could interferewith, disrupt, negatively affect or inhibit other Users from fullyenjoying the Site or that could damage, disable, overburden or impairthe functioning of the Site in any manner;
• not do anything thatmight discover source code or bypass or circumvent measures employedto prevent or limit access to any content, area or code of the Site;
• not access any feature or area of the Site that You arenot authorized to access.
• not use any robot, spider, crawler,scraper, script, browser extension, offline reader or other automatedmeans or interface not authorized by Us to access the Site, extractdata or otherwise interfere with or modify the rendering of Sitepages or functionality.
• not solicit information from Users forillegal activities, to cause harm to people or property, or to scamothers.
• not create and maintain several accounts on the Site.
Also You agree that You will not transmit, submit orupload any information on the Site or act in any way that:
• restrictsor inhibits use of the Services.
• imposes an unreasonably ordisproportionately large load on Our infrastructure.
• violatesthe legal rights of others, including defaming, abuse, stalking orthreatening Users.
• makes any unauthorized use of the Site,including collecting usernames and/or email addresses of Users byelectronic or other means for the purpose of sending unsolicitedemail, or creating User Accounts by automated means or under falsepretenses.
• ricks, defrauds, or misleads Us and other Users, especially in any attempt to learn sensitive Account information suchas (but not limited to) User passwords.
• makes improper use of Our support team or submit false reports of abuse ormisconduct.
engages in any automated use of the system, such asusing scripts to send comments or messages, or using any data mining,robots, or similar data gathering and extraction tools.
• attemptsto impersonate another User or person or use the username of another User.
• infringes (or results in the infringement of) the Intellectual Property rights, moral rights, publicity, privacy, orother rights of any third party;
• is (or You reasonably believeor should reasonably believe to be) stolen, illegal, counterfeit,fraudulent, pirated, violent or unauthorized, or in furtherance ofany illegal, counterfeiting, fraudulent, pirating, unauthorized, orviolent activity, or that involves (or You reasonably believe orshould reasonably believe to involve) any stolen, illegal,counterfeit, fraudulent, pirated, or unauthorized material;
• doesnot comply with all applicable laws, rules and regulations; or
• posts, stores, transmits, offers, or solicits anything that contains thefollowing, or that You know contains links to the following or tolocations that in turn contain links to the following:
(a)material that we determine to be offensive (including materialpromoting or glorifying hate, violence, bigotry, or any entity (pastor present) principally dedicated to such causes or items associatedwith such an entity),
(b) material that is racially orethnically insensitive, defamatory, harassing or threatening,
(c)pornography or obscene material,
(c) any virus, worm, trojanhorse, or other harmful or disruptive component; or
(d) anythingthat encourages conduct that would be considered a criminal offense,give rise to civil liability, violate any law or regulation or isotherwise inappropriate or offensive.
If we suspect or determinethat You are using the Services in any many related to any prohibitedUser activities and/or prohibited uses, ApexTeam will permanentlyblocked Your Account without the right to restore and report Youractivity to regulatory authorities with jurisdiction over Us or You.
During the whole period of usage of the Site You agree that You will not, either on Your own behalf or on behalf of any other person or entity, directly or indirectly, solicit, take away, sell, assist anyone in the sale of or provide services relating to any of ApexTeam’s Services or services similar to ApexTeam’s by circumventing ApexTeam with respect to any person, company, firm, or corporation who is or was a User or a potential User or Visitor of ApexTeam.
In case of violation of the above, Your Account will be permanently blocked without the right to restore. In addition to the permanent closure of Your Account ApexTeam is always free to use any other legal remedies and recourse available to it by operation of law.
During the whole period of usage of the Site and 6 (six) month thereafter, whatever the reason for termination may be, You as a Contractor agree that You will not, on Your own behalf or on behalf of any other person or entity, directly or indirectly, accomplish any Project relating to any of ApexTeam existing or previous Customers with whom You had at least entered into a Contract through the Site whether the Contract being executed, performed, cancelled or terminated for whatever reason.
In case of violation of the above, Your Account will be permanently blocked without the right to restore. In case of violation of the above, Your Account will be permanently blocked without the right to restore. In addition to the permanent closure of Your Account ApexTeam is always free to use any other legal remedies and recourse available to it by operation of law.
The Site may make available or provide links to third party website, content, services, resources or information (“Third-Party Materials”). You acknowledge and agree that the ApexTeam does not control is not responsible or liable for: (i) the availability or accuracy of such Third-Party Materials; or (ii) the content, products, or services on or available from such Third-Party Materials. Links to such Third-Party Materials do not imply any endorsement by ApexTeam of such websites or resources or the content, products, or services available from such Third-Party Materials. You acknowledge sole responsibility for and assume all risk arising from Your use of any such Third-Party Materials.
Unless otherwise indicated, the Site is ApexTeam’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (“Content”) and the trademarks, service marks, and logos contained therein ( “Marks”) are owned or controlled by Us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Delaware, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for Your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, licensed, or otherwise exploited for any commercial purpose whatsoever, without Our express prior written permission.
Provided that You are eligible to use the Site, You are granted a limited license to access and use the Site. Technically, we are giving You a ‘limited license’ to the Site. Here is what that means. You are free to have this access (or limited license) as long as You follow these Terms and all of Our legal documents as they apply to You.
We will do Our best to make sure Our services are safe and working as they should, but we can not guarantee You will have access continuously. We reserve all rights not expressly granted to You in and to the Site, the Content, and the Marks.
You may access and use the Site and Services only in accordance with any instruction manuals, user guides and other documentation as made available by ApexTeam from time to time (“Documentation”).
This is the grant of a license, not a transfer of title, and under this license You may not:
(a) modify or copy the materials;
(b) attempt to decompile or reverse engineer any software contained on ApexTeam website;
(c) remove any copyright or other proprietary notations from the materials; or
(d) Transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if You violate any of these restrictions and may be terminated by ApexTeam at any time. Upon terminating Your viewing of these materials or upon the termination of this license, You must destroy any downloaded materials in Your possession whether in electronic or printed format.
ApexTeam has the right to transfer its rights and obligations under the same terms prescribed herein to another organization. Without prejudice to the provisions of this Section 15, User shall have no right to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under these Terms to any other company, firm or person without first obtaining the written consent of ApexTeam.
To the extent permitted under applicable law, under no circumstances shall we, Our officers, directors, employees, affiliates, successors, assigns be liable to You or any other third party for any indirect, special, incidental, or consequential, exemplary or punitive damages of any type including, without limitation, damages for loss of goodwill, service interruption, computer failure or malfunction, loss of business profits, loss of data or business information, loss of additional software or computer configurations or costs of procurement of substitute goods or services, damages arising in connection with any use of the Site or any and all other commercial damages or losses, arising out of or in connection with these Terms. Notwithstanding anything to the contrary contained herein, in no event shall Our total liability (including Our officers, directors, employees, and affiliates) for any claim arising out of or related to these Terms, to the fullest extent possible under applicable law, exceed the amount paid if any, by You for the use of the Services.
You may terminate these Terms and the license granted to You hereunder at any time by contacting Us to delete the Account. Deleting an Account is tantamount to terminating the agreement. Any problems caused by Account deletion, such as non-performance of Contracts, are the sole responsibility of the User requesting deletion.
ApexTeam without prejudice to any other rights we may have, may terminate these Terms and the license granted to You hereunder automatically without notice, if You fail to comply with or breach any provision of these Terms. In no event will we be liable for the suspension, removal of or disabling of Your access to the Site or Services or to any feature available therein.
To the fullest extent permitted by applicable law, You agree to indemnify, defend and hold harmless ApexTeam, and Our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “ApexTeam Parties”), from and against all actual or alleged ApexTeam Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to
(a) Your use or misuse of the Sites, Content or Services,
(c) Your violation of these Terms,
(d) Your violation of the rights of another
You agree to promptly notify ApexTeam of any third-party Claims and cooperate with the ApexTeam Parties in defending such Claims. You further agree that the ApexTeam Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and ApexTeam.
Your access to and use of the Services and Content provided on https://ApexTeam.team/ are at YOUR OWN RISK. You understand and agree that the Services are provided to You on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, and ApexTeam are founders, officers, directors, employees, agents and representatives) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, and OR NON-INFRINGEMENT.
ApexTeam make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from ApexTeam or through the Services, will create any warranty not expressly made herein.
No Provision of professional or expert advice.
Your use of the Site is solely at Your own risk. Nothing on the Site in the means of communication either directed personally or to the public at large, or any specific public, does not provide professional, legal, or financial advice to Users or any other individuals, and assumes no fiduciary duties of Users.
An "Exceptional Event" includes:
(a) any fire, strike, riot, civil unrest, terrorist act, war or industrial action;
(b) any natural disaster such as floods, tornadoes, earthquakes and hurricanes;
(c) any epidemic, pandemic or public health emergency of national or international concern;
(d) any act or regulation made by a government, supra national body or authority that stops ApexTeam from maintaining Service in any relevant part;
(e) technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;
If an Exceptional Event happens, the availability and speed of Services and the Site work, the availability of the different functionalities, as well as any ApexTeam obligations under these Terms may be delayed, may not be available, or may not be carried out. ApexTeam will not be liable to You for any losses which You incur as a result.
If any provision of this Terms is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall remain in full force and effect.
If You have a dispute with ApexTeam, then You should contact ApexTeam support team. ApexTeam will attempt to resolve the dispute internally as soon as possible.
The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
These Terms in relation to the use of ApexTeam is hereby governed by, and constructed and enforced in accordance with the laws of Delaware.
The competent courts of Delaware have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms ("Dispute").
23.1. Time for filing.
Any proceeding against ApexTeam must be commenced by filing a request for Dispute within one (1) year, after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. This one-year limitation period is inclusive of the internal dispute resolution procedure set forth in the Section 23 of this Terms. There shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
23.2. Confidentiality.
The parties agree that the Dispute shall be kept confidential. The existence of the claim, any nonpublic information provided, and any submissions, orders or awards made (together, the “Confidential Information”) shall not be disclosed to any non-party except the court, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the proceedings. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any Dispute brought pursuant to these Terms.
You and ApexTeam agree that any claims relating to these Terms or to Your relationships with ApexTeam as a User of the Site (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party on individual basis only and not as a plaintiff or class member in a purported class or representative action.
You and ApexTeam further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law.
Combining or consolidating individual Disputes into a single Dispute is not permitted without the consent of all parties, including ApexTeam.
You and ApexTeam further agree to waive an application of any kinds of interim measures such as attachment, injunctions or orders safeguarding and preserving property, requesting payment of part of a claim, or imposing the posting of security for costs and the other interim measures.
