All provision of Services through the Mailfixer Platform must be in compliance with these Mailfixer Independent Service Provider Terms and Conditions (this “Agreement”). You must agree to all terms and conditions of this Agreement prior to providing any Services through the Platform or accepting any training from Mailfixer. By providing (or agree to provide) any Services through the Platform or accepting any training from Mailfixer you agree to all terms and conditions of this Agreement.
NOW, THEREFORE, the parties agree as follows:
- Training. Prior to providing any Services through the Platform you must undergo Mailfixer’s standard training process, as may be modified by Mailfixer from time to time. You are not eligible to provide any Services through the Platform until and unless you have completed all such training to the satisfaction of Mailfixer. Mailfixer shall determine in its sole discretion whether you have completed any such training.
- Services. Mailfixer may provide you with the opportunity to provide Services to end users of the Platform. Services may consist of either (a) “Fixing Services”, which refer to the first review of any content or messages provided by an end user, in the course of which you shall make your best efforts to improve the clarity, accuracy and grammar of such content or message or (b) “Checking Services”, which refer to the second review of any content or messages after they have already been reviewed through Fixing Services, and in the course of which you shall perform a quick review of the content or messages provided by an end user as corrected in the Fixing Services. The Platform provides you with the opportunity to perform either the Fixing Services or the Checking Services at your own schedule. You may choose when to accept any offer through the Platform to provide any Services, and you are not obligated to provide any Services during any specific time, provided however that once you accept any offer to provide any Services you shall make your best efforts to complete such Services as quickly as possible in a professional manner. You shall perform all Services faithfully, diligently, to the best of your skill and ability and to a high professional standard. You are not required to devote any minimum number of hours per month to the Services. Nothing herein shall prevent the Mailfixer from dealing directly or indirectly with any third parties who provide services similar or identical to the Services.
- Consideration. In consideration for the Services hereunder, Mailfixer agrees to pay you (all of the following, the “Compensation”):
(a) If you perform Fixing Services in respect of any end user content, 50% of the Net Amounts actually received by Mailfixer in respect of the provision of Services for such end user content; and
(b) If you perform Checking Services in respect of any end user content, 10% of the Net Amounts actually received by Mailfixer in respect of the provision of Services for such end user content.
Where “Net Amounts” means amounts actually received by Mailfixer, less (a) amounts refunded by Mailfixer, for any reason in its sole discretion, and (b) amounts received in respect of taxes and government charges. Mailfixer will withhold or deduct any amounts from Compensation as required by law. You shall not be entitled to any amounts in consideration of the provision of Services except as expressly set forth in this Section 3. You are not entitled to any reimbursement of expenses.
Mailfixer shall make payment of any Compensation due to you on a monthly basis. All payments shall be made in United States dollars. Mailfixer may make payment in funds other than United States dollars, including as per your request or as required by law. In such event, Mailfixer may impose and deduct a 2% foreign currency exchange fee from the Compensation. Mailfixer reserves the right to change such foreign currency exchange fee by posting notice on the Platform.
- Intellectual Property. The work product of any Services you provide through the Platform shall be owned by the end user in respect of which you are providing the Services. As such, you hereby assign to the end user to whom you are providing the Services, all right, title and interest in any work product (including any works of authorship, pictoral works or audio-visual works) that you create in the course of performing Services for such end user. You agree to take all reasonable actions, at the request and expense of such end user, as necessary to give effect to and evidence such assignment.
- Confidentiality. All content and data received by the Platform is the confidential information of the end user from which you received such content and data. All work product that you perform through the Platform is the confidential information of the end user in respect of which you are providing such work product. You shall not disclose such content, data or work product to any other third party, and you shall not use any of the foregoing for any purpose other than the provision of Services under this Agreement.
- Representations; Undertakings. You represent and warrant that the execution and delivery of this Agreement and the fulfillment of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which you are a party or by which you are bound; and (ii) do not require the consent of any person or entity. You will not use the Platform to transmit or post (a) any content that infringes the intellectual property, moral or publicity rights of any third party, (b) any content that encourages or further any criminal activity, (c) any illegal content or (d) any content that contains or transmits any virus, worm or other malicious content.
- Liability; Indemnification You will indemnify, defend, and hold harmless Mailfixer and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of this Agreement by you or anyone using your computer or password; and (b) your violation of any law or regulation through the Platform; or (c) your infringement of any right of any third party through the Platform. You agree that your use of the Platform shall be in compliance with all applicable laws, regulations and guidelines. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you.
- Relationship of Parties. You and Mailfixer are independent contractors, and no employment relationship is intended to be created through this Agreement or the provision of Services through the Platform. Mailfixer will not unless required by law make deductions from any amounts payable to you for taxes. Payment of all taxes, if any, imposed in connection with the Services are your sole responsibility of Consultant. Mailfixer shall have no right to control or direct the manner in which you perform the Services. Mailfixer does not grant you any right or authority to make or give any agreement, statement, representation, warranty or other commitment, or to create any obligation of any kind, on behalf of Mailfixer. You will defend, indemnify and hold Mailfixer harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals relating to any obligation imposed upon Mailfixer to give any right (including the economical value of such right) or to pay any amount, in connection with a claim by you that you should be considered an employee of Mailfixer.
- Term and Termination. This Agreement shall commence on the day you accept this Agreement and shall remain in effect unless terminated by either party pursuant to this Section 8, and such period shall be referred to as the “Term”. Either party may terminate this Agreement at any time by written notice though, if Mailfixer wishes to terminate this Agreement by reason of your breach, Mailfixer in its sole discretion may decide to provide you with a cure period prior to terminating this Agreement. Mailfixer may suspend your access to the Platform at any time, for any reason, including without limitation any breach of this Agreement or any conflict of interest. Neither party shall be obligated to make payment of additional compensation as a result of the termination of this Agreement in accordance with its terms. Sections 5 – 11 and Mailfixer’s payment obligations in respect of Services provided by you prior to the termination of this Agreement shall survive the termination or expiration of this Agreement for any reason. Your breach of the confidentiality provisions of this Agreement, or your failure to provide professional services in an efficient manner, shall be deemed a material breach of this Agreement.
Miscellaneous. This Agreement constitutes the entire agreement between the parties hereto and supersedes all other agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the parties. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. If any provision of this Agreement shall be deemed unenforceable or illegal, such unenforceable or illegal provision shall be interpreted as necessary to give the maximum effect possible to such provision as possible under applicable law, and such unenforcability or illegality shall not affect the validity or enforcability of the other provisions hereof. The Mailfixer shall have the right to assign this Agreement to any affiliate or subsidiary of the Mailfixer or any corporation or other entity owning or acquiring all or substantially all the assets and business of the Mailfixer (including this Agreement) whether by operation of law or otherwise. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Consultant, its beneficiaries or legal representatives. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Mailfixer may provide any notice required hereunder to the contact information you provided when setting up your account. This Agreement shall be construed in accordance with the laws of the State of Israel. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the International Rules of the Israel Institute of Commercial Arbitration, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Tel Aviv, Israel. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of this Agreement.