Effective Date: June 6th, 2018
Last Modified: December 30th, 2019
ARTICLE 1 - DEFINITIONS:
The parties referred to in this Agreement shall be defined as follows:
a) Company, us, we: Radialhub Media, Inc., as the creator, operator, and publisher of Radialhub, makes Radialhub, and certain Services on it, available to its Users, defined below. Radialhub Media, Inc., Company, us, we, our, ours and other first-person pronouns will refer to Radialhub Media, Inc., as well as all employees and affiliates of Radialhub Media, Inc.
b) You, the User: You, as a passive or active visitor to Radialhub, or as a User of any of the Radialhub Services, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as User. If you represent any legal entity, such as a company, you warrant that you have all required legal authority to bind that legal entity to this Agreement. In that case, “you” or “User” will refer to the legal entity that you represent.
c) Clients: Clients are Users on Radialhub who are acting in a Client capacity, i.e., those who choose to connect with, hire, work with, and pay Gigsters, as defined below. Client-specific terms can be found in Article 7 of this Agreement. Clients may also act as Gigsters. The provisions of this Agreement referring to “Clients” will refer to those Users who are acting as Clients at the time of their use of the Radialhub Services.
d) Gigsters: Gigsters are Users on Radialhub who are acting in a freelance capacity, i.e. those who choose to connect with, be hired by, work with, and be paid by Clients for their freelance services. Gigsters-specific terms can be found in Article 6 of this Agreement. Gigsters may also act as Clients. The provisions of this Agreement referring to “Gigsters” will refer to those Users who are acting as Gigsters at the time of their use of the Radialhub Services.
e) Parties: Collectively, the parties to this Agreement, (the Company and
you) will be referred to as "Parties".
ARTICLE 2 - ASSENT & ACCEPTANCE:
By using Radialhub, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please exit the Radialhub website and cease any use of the Radialhub Services. The Company only agrees to provide use of Radialhub and the Services to you if you assent to this Agreement. We reserve the right to change the Terms and modify, add or discontinue any aspect, content or feature of the Services at any time and without notice to you. Your continued use or accessing of the Services following the posting of any changes to the Terms constitutes your acceptance of such changes.
BY USING RADIALHUB, YOU ARE AGREEING THAT ANY DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY ARBITRATION. SUCH ARBITRATION WILL BE BINDING. YOU ARE HEREBY WAIVING YOUR RIGHT TO A TRIAL OR CLASS ACTION. FURTHER INFORMATION CAN BE FOUND IN ARTICLE 35C below.
ARTICLE 3 - AGE RESTRICTION:
You must be at least 18 (eighteen) years of age, or the age of majority in your jurisdiction, to use Radialhub or any Services contained herein. By using Radialhub, you represent and warrant that you are at least 18 (eighteen) years of age or the age of majority in your relevant jurisdiction and that you may legally enter into a binding contract with Radialhub. We disclaim any liability for any misrepresentation of your or any other User's age. You further represent and warrant that you are not currently on, and have never been on, any sex offender registry in any local, provincial, or national jurisdiction, that you are not a convicted felon, and that you are not prohibited from using Radialhub under the laws of Canada or your jurisdiction. The Company assumes no responsibility or liability for any misrepresentation of your age. IF YOU ARE UNDER THE AGE OF 18 OR THE AGE OF MAJORITY IN YOUR JURISDICTION, DO NOT USE THIS SERVICE FOR ANY PURPOSE.
ARTICLE 4 - DESCRIPTION OF SERVICES:
Radialhub is an online website that allows Clients and Gigsters to promote
skills, search and locate skills relevant to their project and work needs, form
service-based relationships, invite and connect with friends, perform and receive freelance services, and make and receive payments for services.
On Radialhub, Users acting as Gigsters are able to showcase their work experience with the intention of gaining clientele and enhancing their skill set. Users acting as Clients are given the opportunity to post job opportunities, for both online and in-person engagements. All Users, regardless of the capacity in which they are acting on the Radialhub platform, can connect to their personal network of friends to discover their skills and talent, and can use the in-platform messaging center to communicate with each other.
ARTICLE 5 - REGISTRATION:
To use Radialhub or any of the Services, you will be asked to register and establish an account with us. When you do so, you will provide us with identifying information such as your name and email address. When registering, you will choose a unique password that will allow for your use of Radialhub and the Services. You will also have the ability to upload various media, discussed further in Article 12 below. Your registration information will be subject to two-factor authentication protocols.
You represent and warrant that all information provided to Us during registration is complete and accurate. You are responsible for ensuring the continued accuracy of the registration information provided to us. This information will enable you to use Radialhub and the Services.
You are also responsible for maintaining the safety, confidentiality, and security of your identifying information, as well as keeping us apprised of any changes to your identifying information. You must not share such identifying information with any third party. If you discover that your identifying information has been compromised or that there is unauthorized use of your account, you agree to notify us immediately in writing. You can notify us by clicking the "Talk to us" link on our website.
Providing false or inaccurate information, or using Radialhub or the Services to further fraud or unlawful activity, is grounds for immediate termination of this Agreement. Additionally, you agree to accept responsibility for all activities that occur under your account and password. Users may not have more than one active account on Radialhub, and all Users are prohibited from selling, trading, or otherwise transferring their Radialhub account to another party. If your account shows signs of fraud, abuse or suspicious activity, we may cancel any purchases associated with your account and close your account. To contest the cancellation of a purchase or freezing or closure of an account, please contact our customer service.
For safety, we recommend that you log out of your account at the end of each session. Radialhub will not be liable for any losses caused by any unauthorized use of your account. If you have forgotten or misplaced your password, you will be permitted to reset it at any time.
ARTICLE 6 - TERMS SPECIFIC TO GIGSTERS:
While acting as a Gigster on Radialhub, you will be permitted to search for and bid on jobs in order to begin independent contractual relationships with Clients. You can adjust your search by narrowing the search parameters towards a particular job, skill set, profile, or tag. You will also be permitted to narrow the search for geographical proximity.
Gigsters will be able to set up a profile on Radialhub to describe themselves and their skillset, upload media, (further discussed in Article 12 below), and list recent and relevant project work experience.
No contracts with Radial hub: Radialhub does not provide assistance in helping Gigsters secure any job opportunities. Radialhub does not contract with any Gigsters for the provision of freelance services. In other words, the contractual relationship between you and your Client does not involve Radialhub in any way. Additionally, no fiduciary relationship is created between you and a Client solely through the use of the Radialhub platform. Additional documentation and communication are required for the formation of a fiduciary relationship between you and any Client, if desired.
You agree to maintain professional and ethical integrity while using Radialhub. This includes providing only truthful and accurate information regarding your freelance services, your experience, and your background. Gigsters may not provide false or misleading information on their profile page, including details regarding skills, projects completed, services offered, location, or personal identity.
Gigsters must either be single-person entities, such as a sole proprietorship or single-member LLCs, or they must have all authority to act on behalf of the organization they represent. Radialhub is not liable for any misrepresentation of a Gigster’s association.
Gigsters alone are responsible for ensuring their compliance with any applicable legal requirements for their professional or practice, such as license or registration rules. Radialhub does not undertake to verify the professional standing of any Gigster on the platform, but may remove a Gigster for providing inaccurate or untruthful information or, for falsifying professional records.
Search ranking disclaimer: The placement and ranking of Gigsters in search results on the Radialhub Website may vary and depend on a variety of factors, such as Client search parameters and preferences, amount of time spent on the Radialhub platform, price, experience, and others. You acknowledge and agree that Radialhub does not guarantee any specific placement or searchability of any Gigster profile.
Radialhub specifically disclaims liability or responsibility for payment or nonpayment to a Gigster for the services provided.
Payment for Gigster services: Gigster users are responsible for determining the structure of payment for their proposed services, including whether such services will be provided for a fixed fee, flat fee, or for an hourly rate. Client and Gigster will agree to specific payment terms prior to the beginning of the contractual relationship between them. Payment terms may include details regarding installment payments on milestones achieved. Unless otherwise stated, all fees quoted must be in the jurisdiction where the work will be taking place, as agreed to between Gigster and Client prior to the start of the contract.
Gigsters will be paid via direct deposit to the account that they have chosen and set up at registration.
Gigsters are responsible for knowledge of and payment of all fees and applicable taxes, including any sales taxes, associated with your use of the Services.
ARTICLE 7 - TERMS SPECIFIC TO CLIENTS:
While acting as Client User on Radialhub, you may hire Gigsters to provide contract work on an individual basis. Please be advised that Gigsters on Radialhub are not employees, contractors, or agents of Radialhub. Radialhub does not warrant or monitor the accuracy or veracity of any Gigster profile. As such, Radialhub is not responsible for the conduct or representations of any Gigster. We have no control over and do not guarantee the quality, safety or legality of any service performed or deliverables created, advertised, the qualifications, background, or abilities of Gigsters, the ability of Gigsters to perform services, or that a Gigster can or will actually complete the services.
We encourage all Clients to spend time researching Gigsters and independently verifying their qualifications prior to hire.
You agree to maintain professional and ethical integrity while using Radialhub, including providing only truthful and accurate information regarding the services you desire, and by promptly paying Gigsters the agreed-upon amount.
Clients are not permitted to undertake any of the following actions, and if Clients are found to have done so, this will result in immediate termination from the Radialhub platform:
For nonpayment violations, Radialhub specifically warrants that Gigsters retain all of their rights outside of the platform, including pursuing penalties for nonpayment under applicable law. Additionally, Radialhub may immediately suspend or delete a Client account for nonpayment violations. In such a scenario, the Client will not be permitted to regain access to Radialhub.
Payment Information: When you hire a Gigster through Radialhub, you will be asked to submit your payment information (e.g., name, credit or debit card information, CCV, etc.) through our exclusive payment processor, Stripe. Funds to cover the entirety of the work will be charged and held in escrow for flat fee projects. Funds will be released through escrow in one of several ways, as determined by the structure of the contract with the Gigster:
Clients are responsible for knowledge and payment of all fees and applicable taxes, including any sales taxes, service tax, value added tax, or other taxes associated with your use of the Services.
ARTICLE 8 - TERMS FOR GIGSTERS AND CLIENTS:
Payment: The parties are responsible for determining and documenting the specifics of the payment structure for contractual relationships. Payment and transaction history will be available to both parties through their account pages. All payments are subject to a 14% processing fee. We reserve the right to change processing fees or any other fees that we may charge at any time, in our sole discretion and upon reasonable notice. No refunds of fees already paid will be given. WE ARE NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH US ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
Milestone Payments: Milestones may be set prior to the institution of work and at the start of the contract between Client and Gigster. Milestones are pre-set criteria, determined by the parties, by and through which funds will be gradually released from escrow. Clients specify the work to be completed via milestones which include details of the work, a due date and an amount. Clients fund a milestone to place the agreed-to amount in escrow. Upon successful completion of a milestone, the Client can Pay the Gigster by releasing the funds from escrow.
Invoicing: The Gigster may invoice the Client the agreed-upon amounts for individual contracts. The invoice may be based on time spent and services provided or may be based on a flat fee. The invoice will contain information to assist in payment, such as a unique invoice number, the date, the identifying details of each of the parties, the list of services, the details of the amount owed, any itemized fees, and the total amount due. Gigsters may also submit modified fee information for any agreed-to changes in the structure of the work. For large sums owed, the parties will be given the option to allow Client to pay over time.
Additional work and payment: Gigster and Client must each agree to the institution of additional work or a modified payment structure before such changes may be implemented.
Refunds: Clients may request refunds for work they are not satisfied with, but such requests must be made within seven (7) calendar days of the completion of the project. If refund requests are to be made for milestone projects or hourly work, refund requests must be submitted within seven (7) calendar days of a milestone approval request or hourly work submission.
Clients and Gigsters are encouraged to work collaboratively to resolve any disputes in the first instance. Once a refund request is made, Gigsters may either approve or refuse a refund and may approve full or partial refunds. If a refund is refused or if a Client is not satisfied with the release of partial funds, Clients may file a dispute via the Radialhub platform.
Clients may also request refunds for escrow overpayments for fixed-price contracts. In this case, Gigsters must return the overpayment immediately.
Works Made For Hire: When a Client hires a Gigster on the platform, all work produced for the Client (hereinafter referred to as “Work Product”) will become the sole and exclusive property of the Client. The Gigster hereby acknowledges and agrees that all right, title, and interest, in and to all Work Product, as well as any and all intellectual property rights therein, and all improvements thereto, shall be the sole and exclusive property of the Client. The Work Product shall be considered Confidential Information, as defined further in Article 18, belonging to the Client, and the Client shall have the unrestricted right (but not any obligation), in its sole and absolute discretion, to (i) use, commercialize, or otherwise exploit any Work Product, or (ii) file an application for patent, copyright registration, or registration of any other Intellectual Property Rights, and prosecute or abandon such application prior to issuance or registration. No royalty or other consideration shall be due or owing to the Gigster now or in the future as a result of such activities. The only fees payable to Gigster will be the fees as discussed by the Parties prior to the institution of work on the platform.
Intellectual property infringement: Gigsters hereby represent and warrant that all Work Product is the original, complete work of the Gigster, and that it does not and will not infringe upon, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Gigsters understand that for any violation of this provision, Clients will retain all of their rights under applicable law, including seeking indemnity for any claims asserted against them or asserting claims against the Gigster responsible, at their sole and exclusive discretion.
Connecting Friends: Users have the ability to send friend requests to both existing Users of the system and non-Users, including requests to their contacts from Google, and any other social media platform if available, as connected through our platform. Users have the ability to add and delete friends.
Disputes : For any disputes which may arise between Gigster Users and Client Users, Radialhub requires the party instituting the dispute to submit a written complaint to Radialhub via email. Radialhub will then investigate the issue, including through communication with the other party to the contract. After a reasonable review and investigative period, Radialhub will render a decision as to the outcome of the dispute, which decision will be final. We may, in our sole and exclusive discretion, render a decision which may require:
A full or partial refund; Termination of a User’s account; Any other outcome and recommendation as we see fit. Radialhub will not render decisions or mediate disputes as to the quality of a Gigster’s work. Client’s are encouraged to review a Gigster’s background and fit prior to the institution of the contract. Radialhub will not be responsible or liable for any perceived lack of quality in a Gigster’s work and specifically disclaims any liability which may result from any loss or damage thereof.
Health and Safety : Clients and Gigsters are responsible for adhering to proper health and safety measures when performing in-person gigs. Furthermore, all physical interactions must follow the guidelines made by local health authorities. Radialhub will not be held responsible for any damages or illness resulting from inadequate health and safety measures. It is up to Clients and Gigsters to proceed at their own risk and take all necessary precautions during physical interactions.
ARTICLE 9 - REFUNDS & CONTRACT TERMINATION:
Radialhub is not responsible for the specific contract or payment terms between Gigsters and Clients. Thus, Gigsters will outline their own policies for refunds. The scope of services and possible early termination of the services will be agreed to by the Client and Gigster before the start of the contractual relationship. The Parties are required to follow the terms stipulated to throughout the course of the business relationship, including, if applicable, early termination and refunds. Radialhub encourages all Users document their agreement and to have written, executed contracts for services provided.
ARTICLE 10 - USER RESTRICTIONS:
For all Users, transactions with other Users who first began contact through the Radialhub website are not permitted off of the Radialhub website. In other words, for any Gigster that is contacted by a Client to perform freelance work through Radialhub, the work project is not permitted off of the Radialhub platform. Similarly, for any Client who wishes to hire a Gigster found on the Radialhub website, the work may not be done off of the Radialhub platform. All communications between Gigsters and Clients are required to be done through Radialhub’s built-in messaging platform. A violation of this provision is grounds for immediate termination of this Agreement. Additionally, Radialhub reserves all rights to seek payment from Gigster or Client, including, if needed, through binding arbitration.
ARTICLE 11 - INTERACTIONS WITH OTHER USERS:
As Radialhub is a platform to connect Clients and Gigsters, you will be permitted to communicate with other Users through the interactive features of the Radialhub website. RadialHub Media, Inc. hereby expressly disclaims any and all responsibility for the actions, interactions, conduct, communications, or other relationships of any Users on or off Radialhub. Additionally, Radialhub undertakes no liability or responsibility to enforce this Agreement on your behalf against any other User.
All users must comply with the Acceptable Use provision of this Agreement. While we encourage Users to let us know if you believe another User has violated this Agreement, we do not guarantee or warrant an investigation. Instead, we reserve the right to investigate and take appropriate action at our sole and exclusive discretion.
RadialHub Media, Inc. encourages all Users to look out for their own safety on and off RadialHub. As such, please be reminded of basic safety tips, such as to never disclose financial information, identifying information, or other official personal documentation with anyone. Regardless, RadialHub Media, Inc. makes no warranties, representations, guarantees, or other promises or covenants with regard to any User or their conduct.
You hereby acknowledge and agree that RadialHub Media, Inc. is not responsible or liable in any way for your actions with others, and that your actions and interactions are your sole and exclusive responsibility.
ARTICLE 12 - USER-GENERATED CONTENT:
Radialhub contains screens, pages, listings and other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display, or transmit to other Users or other persons, profile information, resumes, photos, videos, text, content, communications, or other materials (collectively, "User Contributions") on or through the Radialhub website.
User Contributions may specifically include feedback and reviews on the Radialhub website.
All User Contributions must comply with the Acceptable Use provision in this Agreement, and the terms of this Agreement as a whole. You agree not to post any of the following types of content to the Website: (a) adult content, pornography, explicit sexual images, or nude images; (b) content containing explicit, vulgar, or obscene language; (c) content promoting hate, abuse or destructive actions; (d) content promoting illegal activities; or primarily political, religious, psychic, or metaphysical content; (e) content promoting pirated software; (f) content intending for phishing or spreading malware; (g) content that is disparaging of any person or entity; (h) content that is in violation of any law or regulation; or (i) any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by us in our absolute and sole discretion.
We do not pre-screen or regularly review all User Contributions. However, we shall have the right, but not the obligation, in our sole discretion to pre-screen, refuse, move, edit, and/or delete any User Contributions that violates these Terms and/or is otherwise objectionable as determined by us in our absolute and sole discretion.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary and should otherwise be considered public. You hereby acknowledge, understand, and agree that any User Contribution you post to Radialhub will be viewable and accessible by the general public, and that such public content poses inherent risks, such as the risk that you may be identified by the User Contributions you post. Additionally, you acknowledge, understand, and agree that after your User Contributions have been posted, Radialhub will no longer be able to control its dissemination across the internet.
By providing any User Contribution on or to Radialhub, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, a royalty-free, non-exclusive, sub-licenseable, transferable, perpetual, worldwide license to use, reproduce, modify, perform, display, broadcast, stream, transmit, distribute, make derivative works of, and otherwise disclose to third parties, and also to exploit any such content you post, publish, upload or otherwise make available to RadialHub Media, Inc. through the Radialhub website. Such content includes any photos, videos, text, or other identifying content that you may make available on the Radialhub platform. Radialhub undertakes no obligation to clean or otherwise scrub your User Contributions from our servers and Website, even after the termination of your User account and this Agreement with you.
The Company claims no further proprietary rights in your User Contributions.
You further represent and warrant that:
ARTICLE 13 - RECOMMENDATIONS, COMMENTS & RATINGS:
Radialhub encourages Users to speak freely and openly. Thus, Radialhub provides a mechanism for Users to post recommendations and comments (collectively, “Postings”) for each other. The Postings benefit all Users and help to improve the quality and efficiency of the Radialhub website. You understand that content posted to Radialhub, including profiles, recommendations, or comments will be public. Content exchanged between parties on Radialhub’s internal messaging platform is not considered content posted to Radialhub.
Through your use of Radialhub, you acknowledge and agree that Radialhub has no control over the Postings. Radialhub explicitly disclaims any liability for the content of any other User’s Postings about you or your services, and will not be responsible in any way for any damage or loss as a result of such Postings, including, but not limited to, situations where Postings contain false or critical information.
We encourage all Users to flag comments, recommendations, profiles, and projects that are in violation of this Agreement. We may remove such content, in our sole and exclusive discretion, but we undertake no obligation to do so.
You are responsible for all Postings that you write or make available on Radialhub, and you acknowledge that you may be held legally responsible by other Users or third parties for any damages incurred by these Postings. You agree to inform us of any errors or inaccurate statements discovered in your Postings.
Radialhub also provides ratings per individual User. You acknowledge the rating is an overall numerical figure that is computed using a series of factors. It does not solely refer to a single project. You are not permitted to take any action that is deemed to influence a higher rating, including making multiple profiles. You are not permitted to encourage, persuade, or compensate Users in any way to submit a high rating for your personal gain.
Clients and Gigsters are not permitted to submit false or misleading ratings for one another in violation of this Agreement.
ARTICLE 14 - COPYRIGHT INFRINGEMENT POLICY:
We respect the intellectual property of others and we request our Users do the same. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement. If you believe any materials accessible on or from this site infringe your copyright, or your intellectual property rights have otherwise been violated, you may request removal of those materials (or access to them) from Radialhub by submitting written notification to our Copyright Agent (designated below). The written notice (the “Notice”) must include substantially the following:
● Your physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
● Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
● Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material on the Website.
● Adequate information by which we can contact you (including your name, postal address, postal code, telephone number and, if available, email address).
● A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
● The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate, and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed".
Our designated copyright agent to receive Notices is:
PO Box 46878 STATION D, VANCOUVER, B.C. V6J 5M4
Please be aware that if you knowingly misrepresent material or activity on the Website it is infringing your copyright, and you may be held liable for damages (including costs and legal fees, disbursements and charges).
Counter-Notification Procedures: If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-notice”) by submitting written notification to our Copyright Agent (identified below). The Counter-Notice must include substantially the following:
● Your physical or electronic signature.
● An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
● Adequate information by which we can contact you (including your name, postal address, postal code, telephone number and, if available, email address).
● A statement by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
● A statement that you will consent to the jurisdiction of the court in which your address is located (or if you reside outside Canada for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
Completed Counter-Notices should be sent to our agent as listed above. We shall restore the removed content if the party filing the original Notice does not file a court action against you within 20 business days of receiving the copy of your Counter-notice.
Please be aware that if you knowingly misrepresent that material or activity on the Website or it was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and legal fees, disbursements and charges).
Repeat Infringers: It is our policy in appropriate circumstances to disable or terminate the accounts of users who are repeat infringers.
ARTICLE 15 - WEBSITE CONTENT & LICENSE:
The Company may provide you with certain materials as a result of your use of Radialhub or the Services. Such materials may include, but are not limited to, the Radialhub website as a whole, documentation, data, or information developed by the Company, and other materials which may assist in your use of Radialhub or the Services ("Company Materials"). Subject to this Agreement, the Company grants you a personal, non-exclusive, limited, non-transferable and revocable, worldwide and royalty-free license to use the Company Materials solely in connection with your use of Radialhub and the Services. The Company Materials may not be used for any other purpose and this license terminates upon your cessation of use of Radialhub, or the Services, or at the termination of this Agreement.
Documents, information, or other Company Materials received on or through
this Website may not be appropriate for your particular situation, the
assessment of which is your sole and exclusive responsibility. Through your
use of Radialhub, you acknowledge and agree that information and documents
provided by us are simply that, information, and should not be considered
professional advice of any kind, including, but not limited to legal
advice, tax advice, brokerage advice, or investment advice. No fiduciary
relationship has been created between you and Radialhub.
You hereby understand and acknowledge that Radialhub is not a law firm, certified financial planner, broker, or other regulated advisor.
If you are in need of legal advice or financial advice, please consult the appropriate advisor, such as your own attorney, accountant, or other professional.
ARTICLE 16 - INTELLECTUAL PROPERTY:
You agree that Radialhub and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property, including, but not limited to, RadialHub Media, Inc., Radialhub, and any other trademarks or service marks found on the Radialhub website. The Company IP also includes a copyright in the entirety of the underlying Radialhub website. You agree that the Company owns all right, title, and interest in, and to, the Company IP, and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without express written permission from the Company.
ARTICLE 17 - ACCEPTABLE USE:
You agree not to use Radialhub or the Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use Radialhub or the Services in any way that could damage Radialhub, the Services, or general business of the Company. Radialhub is under no obligation to monitor any User Contributions on the Website, but may choose to do so in our sole and exclusive discretion for compliance with this Acceptable Use Policy and this Agreement as a whole.
You further agree not to use Radialhub or the Services:
1. To harass, abuse, bully or threaten others, or otherwise violate any person's legal rights;
2. To upload or publish material which encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any applicable local, provincial, national or international law;
3. To violate any intellectual property rights of the Company or any third party;
4. To seek or provide obscenity or other illegal content, including seeking or providing services involving creating, reviewing, or editing obscenity or other content not protected by Canadian law;
5. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
6. To perpetuate any fraud, including falsely stating any level of experience, skills, projects completed, or any other information pertaining to the promotion of freelance services;
7. To engage in, or create any unlawful gambling, sweepstakes, or pyramid scheme;
8. To publish or distribute defamatory material;
9. To publish or distribute any material that incites violence, hate, or discrimination towards any group, including, but not limited to, specific races, religions, genders, sexual orientations, medical conditions, and/or those with physical or mental disabilities;
10. To post any material which contains graphic violence;
11. To spam or otherwise solicit any Users in any way;
12. To advertise or create marketing communications;
13. To post any intellectual property, including photos, of any other person without their permission;
14. To post any personal details or personal data of any individual without their permission;
15. To create or urge incentives in violation of this Agreement or applicable law;
16. To exploit, harm, or attempt to exploit or harm minors in any way, by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
17. To promote products or services unrelated to Radialhub’s freelance marketplace;
18. To imply any endorsement by the Company;
19. To provide for or make the Services available to any third party;
20. To upload or post anything, including any of the Services, on any file-sharing or similar application or website;
21. To unlawfully gather information about others;
22. To create fake accounts or additional accounts, in the circumstance that your account has been terminated; or
23. To impersonate or attempt to impersonate the Company, a Company employee, another User, or any other person or entity (including, without limitation, by using the email addresses or usernames associated with any of the foregoing).
You acknowledge and agree that we may terminate your account at any time if you violate any of the terms of this Agreement, at our sole and exclusive discretion. Radialhub may also take further action, such as notifying the appropriate authorities, such as law enforcement and legal professionals, removing any content that you may have posted, or other such action as we deem appropriate. Radialhub may also disclose any relevant User information to assist authorities in any investigation, stop any transaction which we believe may be harmful to the public, or to us, or stop any transaction which otherwise poses any unacceptable risk.
ARTICLE 18 - CONFIDENTIALITY:
By default, the information exchanged between Gigsters and Clients on the Radialhub platform should be considered Confidential Information, as hereinafter defined, unless the Parties agree otherwise. Confidential Information shall be defined as any information which is confidential and commercially valuable to the Client or Freelancer. Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets, and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or finance, or any other information which is confidential and commercially valuable to either Party. Confidential Information shall not mean any information which:
a) is known or available to the public at the time of disclosure, or became
known or available after disclosure through no fault of the receiving
b) is already known, through legal means, to the receiving party;
c) is given by the disclosing party to third parties, other than the receiving party, without any restrictions;
d) is given to the receiving party by any third party who legally had the Confidential Information and the right to disclose it; or
e) is developed independently by the receiving party and the receiving can show such independent development.
The Parties shall maintain the secrecy of each other’s Confidential Information throughout the duration of their working relationship and for a reasonable period of time thereafter, but in no event later than one (1) calendar year.
ARTICLE 19 - EXPORT CONTROLS:
You hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable content. Uploading, posting and/or the transferring of software, technology, and other technical data may be subject to the export and import laws of Canada and possibly other countries. You agree to comply with all applicable export and import laws, statutes, and regulations.
ARTICLE 20 - SERVICE CHANGES:
At our sole and exclusive discretion, we may offer additional Services, or we may update, modify, or revise any current content and Services. If we do so, this Agreement shall apply to any and all additional Services and/or products, and any and all updated, modified, or revised Services unless otherwise stipulated. We hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products at our discretion. You, as the end User, acknowledge, accept, and agree that we shall not be held liable for any such updates, modifications, revisions, suspensions, or discontinuance of any of our Services. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes and/or modifications. Should you not agree to the updates, revisions, or modifications, you must stop using the Radialhub website and Services immediately.
ARTICLE 21 - REVERSE ENGINEERING & SECURITY:
You agree not to undertake any of the following actions:
Any violations of this clause will be grounds for immediate termination of this Agreement. Additionally, Radial hub hereby reserves all rights to pursue any and all legal actions for a violation of this clause, including the seeking of monetary and injunctive relief.
ARTICLE 22 - DATA LOSS:
The Company does not accept responsibility for the security of your account, content, or Artworks. While Radialhub attempts to maintain the safety and security of the Services according to industry standards, no transmission of data via the internet is completely secure. Thus, you agree that your use of Radialhub or Services is at your own risk.
ARTICLE 23 - INDEMNIFICATION:
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold us harmless against any and all liability, loss, legal claims, expenses and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of Radialhub or the Services, your breach of this Agreement, or your conduct or actions, or the conduct or actions of any other Radialhub User in relation to you. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense if the Company wishes.
California residents who may access Radialhub, hereby waive California Civil Code Section 1542, the text of which is as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If any comparable statute, regulation, or doctrine exists in your jurisdiction, you hereby waive such statute, regulation, or doctrine, as well.
ARTICLE 24 - SPAM POLICY:
You are strictly prohibited from using Radialhub or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
ARTICLE 25 - THIRD-PARTY LINKS & CONTENT:
The Company may display, include, or make available, third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). Recommendations made on the Radialhub platform are for information and entertainment only. You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume, and will not have any liability or responsibility to you, or to any other person or entity for any Third-Party Materials, including product recommendations made through Radialhub. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk, and subject to such third parties' terms and conditions.
If a third-party links to Radialhub, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not even aware that a third-party has linked to Radialhub. A website that links to Radialhub: (i) may link to, but not replicate, our Content; (ii) may not create a browser, border environment or frame our Content; (iii) may not imply that we are endorsing it or its products; (iv) may not misrepresent its relationship with us; (v) may not present false or misleading information about our products or services; and (vi) should not include content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
ARTICLE 26 - MODIFICATION & VARIATION:
The Company may, from time to time, and at any time without notice to you, modify this Agreement. If we do so, we will change the “Last Modified” date at the top of this Agreement. We will also endeavor to contact you through the email address we have listed, if applicable. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effective immediately upon posting online, on Radialhub, and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to, or incorporated into the latest modification or variation of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
You agree to routinely monitor this Agreement, and refer to the Effective Date posted at the top of this Agreement, to note modifications or variations. You further agree to do so only after Radialhub has been fully closed and reopened, and your cache has been cleared to avoid accessing a prior version of this Agreement. You agree that your continued use of Radialhub after any modifications to this Agreement is a manifestation of your continued assent to this Agreement.
In the event that you fail to monitor any modifications or variations of this Agreement, you agree that such failure shall be considered an affirmative waiver of your right to review the modified Agreement.
ARTICLE 27 - GEOGRAPHIC RESTRICTIONS:
RadialHub Media, Inc. is based in Canada. We make no claims that the
Website or any of its content is accessible or appropriate outside of
Canada. Access to the Website may not be legal by certain persons or in
certain countries. If you access the Website from outside Canada, you do so
on your own initiative and are responsible for compliance with local laws.
ARTICLE 28 - SERVICE INTERRUPTIONS:
The Company may need to interrupt your access to Radialhub to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to Radialhub may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
ARTICLE 29 - TERM, TERMINATION & SUSPENSION:
The Company may terminate this Agreement with you at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, behaving inappropriately with any other user, and/or publishing or distributing illegal material. If your account is terminated by the Company, you will not be entitled to any refund of any monies spent on or through Radialhub.
You may also terminate your account at any time by visiting your account settings tab or by sending us an email. You will be given the option to either (1) deactivate your account or (2) delete your account. If you choose to deactivate, your information will be retained but you will not appear in any search results, or publicly on the Website, other than through cached files. If you choose to delete your account, we will remove all data related to you, and endeavor to remove any User Contributions to the best of our ability. However, as discussed in Article 12, Radialhub undertakes no obligation to clean or otherwise scrub your User Contributions from our servers and Website, even after the termination of your User account and this Agreement with you.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
ARTICLE 30 - NO WARRANTIES:
YOU AGREE THAT YOUR USE OF RADIALHUB AND THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK AND THAT ANY SERVICES PROVIDED BY US ARE ON AN "AS IS" BASIS. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES THAT RADIALHUB OR THE SERVICES WILL MEET YOUR NEEDS, THAT DEFECTS WILL BE CORRECTED, OR THAT RADIALHUB OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE COMPANY ALSO MAKES NO WARRANTIES AS TO THE RELIABILITY OR ACCURACY OF ANY INFORMATION ON RADIALHUB OR OBTAINED THROUGH THE SERVICES, AND DOES NOT ENDORSE THE STATEMENTS OF ANY THIRD PARTY. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, YOUR DEVICE, YOUR COMPUTER SYSTEM, OR GENERALLY AS A RESULT OF A LOSS OF YOUR DATA FROM YOUR USE OF RADIALHUB OR THE SERVICES, IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
ARTICLE 31 - LIMITATION ON LIABILITY:
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY, INCLUDING ANY OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, PARENTS, SUBSIDIARIES, SERVICE PROVIDERS, CONTRACTORS, AGENTS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES THAT MAY OCCUR TO YOU AS A RESULT OF YOUR USE OR MISUSE OF RADIALHUB OR THE SERVICES, OR YOUR INABILITY TO USE OR ACCESS RADIALHUB OR THE SERVICES. THIS SECTION APPLIES TO ANY AND ALL CLAIMS BY YOU, INCLUDING, BUT NOT LIMITED TO, PERSONAL PHYSICAL DAMAGE, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS OR REVENUES, CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY OR PUNITIVE DAMAGES, NEGLIGENCE, STRICT LIABILITY, FRAUD, OR TORTS OF ANY KIND, WHETHER SUCH CLAIMS ARE DIRECT OR INDIRECT, AND WHETHER SUCH CLAIMS ARE ALLEGED TO BE FROM YOUR USE OF RADIALHUB, YOUR INTERACTION WITH ANOTHER USER, OR YOUR INTERACTION WITH ANY THIRD-PARTY. THIS LIMITATION APPLIES WHETHER OR NOT WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, PARENTS, SUBSIDIARIES, SERVICE PROVIDERS, CONTRACTORS, AGENTS, OR LICENSORS KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH CLAIMS OR DAMAGES, AND WHETHER OR NOT WE OR THE APPLICABLE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM LIABILITY OF THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT IS LIMITED TO CAN$100.
SOME OR ALL OF THE LIMITATIONS PROVIDED IN THIS SUBSECTION MAY NOT BE
APPLICABLE TO YOU, DEPENDING UPON YOUR JURISDICTION. TO THE EXTENT THAT WE
ARE NOT PERMITTED TO COMPLETELY DISCLAIM WARRANTIES IN YOUR JURISDICTION,
THE SCOPE, AND DURATION OF THIS DISCLAIMER PROVISION WILL BE THE MAXIMUM
PERMISSIBLE UNDER APPLICABLE LAW.
ARTICLE 32 - CLAIM LIMITATION:
ARTICLE 33 - TAXES:
All Users are solely and exclusively responsible for any additional taxes that may be applicable to your use of the Services or otherwise. You acknowledge and agree that it is your responsibility to determine your tax liabilities, and Radialhub is not responsible for any tax issue related to your use of the Radialhub website or Services. All Users agree to cooperate with all other Users of the Radialhub website in relation to any additional paperwork or information required for tax purposes, including invoices sent by Gigsters or tax documentation required by Clients.
ARTICLE 34 - CUSTOMER SERVICE:
Should you need to contact Radialhub in any way for customer service, technical issues, or any other communication required, you may reach us via our Contact Us form.
ARTICLE 35 - GENERAL PROVISIONS: