Last updated: March 14, 2024

Please read these Terms of Service (“Terms” or “Terms of Service”) posted on www.engageanywhere.com website (the “Platform” or “Engage Anywhere Platform”) operated by Engage Anywhere (“Engage Anywhere”, “us”, “we”, or “our”). For purposes of these Terms, “you” and ““your” means you as a user of the Services. We may update these Terms by posting an updated version to our website (“Site”) here.

Your access to and use of the services (the “Services”) we make available to you is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all users and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically.

If you are using the Services on behalf of a business or other legal entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.

  1. Overview.

Engage Anywhere enables businesses to seamlessly manage relationships with local and international independent contractors.

Client and Contractor Management Services

Clients use Engage Anywhere to seamlessly onboard Contractors to their accounts payable systems, conduct vendor due diligence, guide them on compliance in regards to tax and labor regulations, execute agreements and produce statements of work, and simplify the process of making payments to Contractors (“Client Management Services”).

Contractors use Engage Anywhere to easily connect with their clients, memorialize contract terms, store payment and bank account preferences, and unify payment flows (“Contractor Management Services”).

How it works:

  • Engage Anywhere collects compliance information from Contractors on behalf of Clients.
  • Clients pay a monthly fee as further set forth on the Engage Anywhere proposal.
  • Engage Anywhere’s service allows Users to set memorialize timelines, deliverables, fees, and acceptance criteria.
  • Clients and Contractors agree that the acceptance criteria have been met.
  • Clients make payments to Contractors through Engage Anywhere using supported payment methods and, where applicable, the assistance of Engage Anywhere’s third party service providers.
  • Engage Anywhere makes payouts to Contractors.
  • Contractors receive owed funds after every payout until the contract is terminated by either Client or Contractor.
  • In the event that the contract is a milestone contract, the contract will continue until it is terminated.

 

Consultant Services

Clients may also use Engage Anywhere to receive the services of specialized consultants engaged by Engage Anywhere, and/or other third-party partners of Engage Anywhere (“Consultants”) for the provision to Clients of certain human resource and other related services (“Consultant Services”). The receipt of any Consultant Services is subject to the execution of a separate agreement between the Client and Engage Anywhere (“Consultant Services Agreement”). In the event of a conflict between the Consultant Services Agreement and these Terms, the provisions of the Consultant Services Agreement shall prevail.

  1. Definitions.

Capitalized terms in these Terms of Service are defined as follows:

“Administrator” are Users with authority to, on behalf of a Business, access the Services, manage an Account, and otherwise act on behalf of the Business.

“Clients” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, make payments to Contractors for their services and/or in connection with the receipt of any Consultant Services.

“Contracts” are the legally binding documents executed by Clients and Contractors using the that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor.

“Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.

“Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.

“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.

“Funds” are the funds payable to Contractors for the services described in a Contract.

“Management Services” are any Client Management Services or Contractor Management Services.

“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.

  1. Engage Anywhere Accounts.

To use the Services on behalf of a Business, you may be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit Engage Anywhere and its financial partners to conduct due diligence on you prior to onboarding, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”). You represent and warrant that you have the authority to manage your Business’ Account.

  1. Use of Services.

Subject to these Terms and the terms of any Consultant Services Agreement, as applicable, Engage Anywhere allows you to use the Services on a non-exclusive basis solely for your or the Business, as applicable, internal business purposes. Engage Anywhere may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof with  notice.

Use of Services is void where prohibited by law. By using the Services, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (c) will not add any Personal Data (as defined in the DPA) of any third-party (“Third-Party“) to the Services, without the prior consent of the applicable Third-Party, and shall ensure that a record of such consents is maintained, all as required under applicable law; and (d) you shall comply with applicable laws, regulations, guidelines, these Terms and any Consultant Services Agreement throughout your use of the Services.

  1. Content.

Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. Engage Anywhere allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as “User Content”.

EXCEPT AS EXPRESSLY SET FORTH IN ANY CONSULTANT SERVICES AGREEMENT, ENGAGE ANYWHERE DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

  1. Use Restrictions.

You may not use the  Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.

  1. 7. Data Protection.

You acknowledge and agree that Engage Anywhere may collect and process your Personal Data in connection with your receipt of the Services. Engage Anywhere shall process such Personal Data in accordance with Engage Anywhere’s Data Processing Addendum and Privacy Policy, as they may be updated from time to time,  which form an integral parts of the Terms of Service.

  1. Payments.

8.1 Payment.

Services are subject to the payment of the fees to Engage Anywhere detailed on the Engage Anywhere Agreement. You can access and use such Services by agreeing to the Payment Plan as set forth on the Agreement. You hereby agree to make payment to Engage Anywhere of such fees detailed on the Agreement. Please note additional fees may apply pursuant to the applicable Consultant Services Agreement.

The payment plan will be charged at the moment you issue a payment to a Contractor as an additional amount. A separate invoice will be generated and will by Engage Anywhere Accounts team. Client remains responsible for any amounts not remitted to Engage Anywhere and Engage Anywhere may, in its sole discretion: (i) continue presenting the Services once it has been updated by Client (if applicable) or (ii) terminate this Agreement.

Engage Anywhere may modify your Management fees at any time and in its sole discretion upon at least 30 days advance written notice. Changes to Management fees will become effective at the date indicated on the notice. Your continued use of the Services after the Management fees change becomes effective constitutes your consent to the new Management fees terms. You may terminate the Service anytime by sending Engage Anywhere notice of termination to support@EngageAnywhere.com.

Management fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your payment, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

8.2 Payment Methods.

Except for Engage Anywhere’s role as a limited payment agent for Contractors as set forth in Section 10.4, Engage Anywhere does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Engage Anywhere partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. Engage Anywhere also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments. Engage Anywhere does not charge Contractors any fees for payments, however, Engage Anywhere is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Contractor’s own financial institution.

8.3 Compliance.

Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions or as otherwise required by applicable law, Engage Anywhere and Payment Service Providers will collect, store and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy posted at Engage Anywhere website. Payment Services Providers may also collect payment information necessary for processing User payments.

By providing payment information to Engage Anywhere, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.

All payment services will be provided by Engage Anywhere’s Payment Service Provider.

  1. Management Services.

The following terms apply to any Management Services hereunder:

9.1 Contracts.

9.1.1 Contract Options. Engage Anywhere provides Users with three Contract options (“Templates”):

“Fixed Contract” – open-ended contracts featuring fixed payments at regular intervals for recurring services.

“Pay As You Go Contract” – closed-end contracts featuring payment of a predetermined amount upon acceptance of services by the Client, partial payment can be made at regular intervals.

“Milestone Contract” – contracts featuring fixed payments upon achievement of pre-defined milestones.

9.1.2 Contract Generation. Users can set contract terms disclosing parameters during Engage Anywhere’s Contract Onboarding. Parameters include Client and Contractor names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.

9.1.3 Contract Execution. Users will use Engage Anywhere’s secure e-sign functionality to execute agreements. Contracts executed on Engage Anywhere are legally binding.

9.2. Disputes and Contract Cancellations.

9.2.1 Reversals and Disputes. Clients will not initiate payments until Contractors have met the acceptance criteria or other requirements detailed in a Contract. Except to satisfy the compliance obligations set forth in Section 8.3, Engage Anywhere cannot reverse payments or withhold funds from Contractors, and cannot cause Payment Service Providers to reverse payments or withhold funds from Contractors once funds have been received by Engage Anywhere or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Contractor or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Contractor. Engage Anywhere will not adjudicate payment or Contract disputes between Users regardless of payment method or Contract status under any circumstances, and Users are solely responsible for dispute settlement.

9.2.2 Contract Cancellation by Client or Contractor. If a Client owes outstanding payments to a Contractor after completion of work, or if a Client is dissatisfied with the service provided by a Contractor, the Client or Contractor may initiate cancellation of the Contract through the support@EngageAnywhere.com. Cancellation of a Contract through the Engage Anywhere has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality or validity of a Contract. The Services record the initiator of, and the time and date of the cancellation.  Users may not initiate or request payment for services related to, or alter the status of a Contract after it has been canceled.

9.2.3 Contract Cancellation by Engage Anywhere. Engage Anywhere may cancel a Contract in the event of suspicious activity: fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. Engage Anywhere may also cancel a Contract if a User is no longer an Engage Anywhere Account Holder in good standing.

9.3. Tax Forms and Invoices.

9.3.1 Form and Invoice Generation. We use User data to generate required tax documents for Users. We do not guarantee that information on any Form is accurate or correct. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using Engage Anywhere for Forms, you represent and warrant that the information you have provided is accurate and complete, and specifically to the terms of Section 11 regarding electronic signatures.

9.3.2 Tax Compliance Services and Related Disclaimers for Clients.

Engage Anywhere does not provide tax, legal or accounting advice to Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable tax laws. If you have questions after reviewing the Forms we provide and other tax withholding rates, or any other tax information provided by Engage Anywhere or tax agency, you should consult your own tax, legal or accounting advisors prior to completing or submitting a Form or paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Contractor.

You are solely responsible for remitting any amounts owed by you to the IRS or other governmental authority in a timely fashion according to IRS and other governmental authority rules and regulations and your normal accounting practices;

You will update Engage Anywhere of any material changes to your situation or circumstances that may affect your tax withholding rates, within 30 days of becoming aware of such material change; and

You will inform Engage Anywhere of any errors or omissions you discover that would affect a tax withholding calculation, within 30 days of becoming aware of such error or omission.

Engage Anywhere will in no way be liable to you, any taxation authority, Client, or any third party for any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to Contractor Tax Compliance Obligations.

9.4. Appointment of Engage Anywhere as Payment Agent.

Contractors hereby appoint Engage Anywhere as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.

Contractors agree that payment received from Clients by Engage Anywhere will be considered the same as payment made directly to Contractors, regardless of whether Engage Anywhere remits or fails to remit the payment to Contractors. Contractors also authorize Engage Anywhere in its role as Payment Agent to:

  • hold, disburse and retain payments on behalf of Contractors pursuant to these Terms of Service, or otherwise instruct Engage Anywhere’s Payment Service Providers to do so;
  • issue refunds to Clients at the request of Contractors;

In accepting appointment as Payment Agent, Engage Anywhere assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, Forms, or these Terms of Service, failure by Contractors to provide the Services in accordance with Contracts, or failure by Clients to make payments owed to Contractors, and Contractors understand that Engage Anywhere’s obligation to pay Contractors is subject to and conditional upon Engage Anywhere’s actual receipt of payment from Clients. Contractors further authorize Engage Anywhere to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, Engage Anywhere will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Contractors represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Contractors will be satisfied upon receipt of payment by Engage Anywhere, and Engage Anywhere will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that Engage Anywhere does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against Engage Anywhere, and not Clients. Contractors agree that Engage Anywhere may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that Engage Anywhere may deem necessary or prudent.

9.5. Payments to Contractors. Clients may pay Contractors in any of Engage Anywhere’s supported currencies. Client will be charged in the USD as indicated on the applicable Invoice. The actual payment amount, in the actual payment currency will be clearly disclosed to the Client before the Client completes the payment. Contractors will be paid in currencies indicated on the Agreement.

9.6 Ownership of Deliverables. Except as set forth in any Contract or statement of work between the Contractor and Client, Contractor agrees to grant all copyrights and all other intellectual property rights to the work and deliverables delivered to Clients in connection with Contracts (“Deliverables”), and the Contractor waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under the U.S. Copyright Act. If Deliverables do not meet the requirements of work-for-hire or when the US Copyright Act does not apply, the Contractor will expressly agree to assign to Client the copyright to the Deliverables. All transfer and assignment of intellectual property to Client will be subject to full payment pursuant to the relevant Contract terms. Clients may not use the Deliverables if payment is not made in full or the Contract is canceled for any reason. Notwithstanding the foregoing, for custom Deliverables (such as art work, design work, report generation, etc.), the Deliverables will be the exclusive property of the Client, and the Contractor assigns all rights, title and interest in the Deliverables to the Client. Contractors further confirm that whatever information they receive from the Client that is not in the public domain, will be kept confidential and will not be shared or used for any purpose whatsoever other than for the delivery of the Deliverables or performance of services for the Client pursuant to the Contract.

  1. Communications from Engage Anywhere.

By signing, you agree to subscribe to newsletters and/or marketing materials and/or other promotional information we may send to you. However, you may opt-out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still contact you and send you messages related to the Services even after you have opted out of receiving marketing communications.

  1. Electronic Signatures and Legal Notices.

You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and Engage Anywhere or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.

You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms via email and you agree that they will be considered received 24 hours after they are sent.

We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, Contracts, Forms, Invoices and other documents. Administrators and Users may elect to not receive certain notices through via text or SMS, but this will limit the use of certain Services.

You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.

Contact us immediately via email to support@engageanywhere.com if you are or believe you are having problems receiving Notices.

  1. Intellectual Property.

The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of Engage Anywhere and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of Engage Anywhere. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.

You, or the Business, as applicable, have all right, title and interest in the User Content you submit. Except as otherwise agreed in any Consultant Services Agreement, by submitting any User Content, you grant Engage Anywhere and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants Engage Anywhere any right, title or interest in any intellectual property rights of Client. Engage Anywhere shall not use any name or logo of Client in any marketing or advertising materials without Client’s prior written consent.

  1. Termination; Survival.

We may terminate or suspend your Services, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of Engage Anywhere; (iv) termination, suspension or expiration of any Consultant Services Agreement for any reason, as applicable, or (v) failure to make payment in accordance with the terms hereof or any Consultant Services Agreement.

We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

You may request the termination of your Agreement any time by contacting us via email at support@engageanywhere.com. Following such a request, Engage Anywhere shall close your Account as soon as reasonably practicable.

Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, Section 9.4 [Appointment of Engage Anywhere as Payment Agent], , Section 9.6 [Ownership of Deliverables], Section 12 [Intellectual Property], Section 14 [Indemnity and Limitations of Liability], Section 16 [Disclaimers], and Section 19 [Confidentiality].

  1. Limitation of Liability; Indemnification.

Engage Anywhere is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, and User disputes.

Engage Anywhere assumes no liability for any acts or omissions of any Contractor, Contractor’s failure to provide the services to the Client, or Client’s failure to pay amounts owed to a Contractor; and the Contractor acknowledges that Engage Anywhere’s obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon Engage Anywhere’s actual receipt of payment from the Client.

You agree to defend, indemnify and hold harmless Engage Anywhere its Affiliates, and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract.

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Engage Anywhere, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us. 

IN NO EVENT WILL ENGAGE ANYWHERE, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

  1. Force Majeure.

You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.

  1. Disclaimers.

Engage Anywhere is not a law firm, and is not permitted to engage in the practice of law. Engage Anywhere employees do not act as your attorney or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on Engage Anywhere are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.

Your use of any portion of the Services does not create an attorney-client relationship with us. You understand and agree that you or your attorneys or advisors represent you in any legal matter you undertake related in any manner to any Template, Form or any other document you obtain from Engage Anywhere. Accordingly, while communications between you and Engage Anywhere are protected by our Privacy Policy, they are not protected by any attorney-client privilege or attorney work product doctrine. Engage Anywhere is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies.

Engage Anywhere provides Templates, Forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is comprised of a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients, and is not intended to be comprehensive of matters specific to your circumstances.

At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.

Engage Anywhere and the Services are not a substitute for the advice of an attorney. Although Engage Anywhere takes every reasonable effort to ensure that the Templates, Forms, and other information are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information from Engage Anywhere is not legal advice. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Engage Anywhere cannot guarantee that all the information is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.

Engage Anywhere is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. Your use third-party links and information at your own risk. Any tax-related compliance information is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.

Any suggestions in the information we provide are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.

Engage Anywhere makes no express or implied warranties or representations, and Engage Anywhere has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.

YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE ENGAGE ANYWHERE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER ENGAGE ANYWHERE NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

ENGAGE ANYWHERE AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

  1. Exclusions.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.

  1. Governing Law.

These Terms will be governed and construed in accordance with the laws of The Commonwealth of Massachusetts, United States, without regard to its conflict of law provisions.

  1. ARBITRATION AND CLASS ACTION WAIVER.

You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in Boston, Massachusetts, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Engage Anywhere are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Engage Anywhere will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

  1. Confidentiality.

“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of Engage Anywhere. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that Engage Anywhere may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.

  1. Miscellaneous.

Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

  1. Contact Us.

Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these of Terms of Service. You can contact our Customer Support team by submitting a request to support@engageanywhere.com. Engage Anywhere may communicate with you via email or other channels regarding your Account, and other issues related to your Account.

You may contact us regarding the Services or these Terms by US mail at: Engage Anywhere, 220 Winthrop Street, Suite 301, Winthrop, 02152, United States.

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