Our Policies

Terms & Conditions, Refund Policy, Pricing & Promotion Policy.

OUR TERMS

TiWi offers an effective platform for freelancers to build their careers and earn a living, while helping clients get services remotely/physically.

Terms and Conditions

Terms of service

User agreement

PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) TiWi Corp. (“TiWi,” “we,” or “us”) and our affiliates. Read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website: www.tiwicorp.com.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and Escrow Authorization Agreement; Cookie Policy; Privacy Policy; User Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; TiWi App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, contract, and Fixed-Price Escrow contracts. These agreements are entirely, with this Agreement, called the “Terms of Service”.

Subject to conditions here, TiWi may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. TiWi will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email.

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

TiWi accounts

This section discusses what you must agree to before using the Site or Site Services and the different types of accounts that you can create on the Site.

Registration and acceptance

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to follow this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. TiWi reserves the right to decline a registration to join TiWi or to add an Account of any type (i.e., as a buyer of services or seller of services), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an agent on behalf of a company/firm, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to TiWi and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

Account eligibility

TiWi offers the Site and Site Services for your business purposes only and not for personal use. To register an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelancer Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

Account profile

To register an Account to join the Site, you must complete a User profile, which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide genuine, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

Account types

There are a two different Account types. Once you register one Account type, you can add the other Account type under the same username and password. For example, if you already have a Freelancer/seller Account, you can add a Client/buyer Account, as a separate account type in settings without re-registering. You agree not to have or register more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

Account permissions

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, TiWi may close any or all related Accounts.

Verification of identity and location

When you register an Account, it will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on TiWi. You authorize TiWi, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

Usernames and passwords

When you register an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize TiWi to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

Purpose of the platform (TiWi)

This section discusses what TiWi does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer/seller or Client/buyer.

TiWi is a marketplace where Clients (buyers of services) and Freelancers (sellers of services) can identify each other and advertise, buy, and sell their Services online. Subject to the Terms of Service, TiWi provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes that may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

Working relationships on the platform

TiWi makes the Site and Site Services available to enable buyers and sellers to find and transact directly with each other. Through the Site, sellers may be notified of buyers that may be seeking the services they offer, and buyers may be notified of sellers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, buyer or seller on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and TiWi is not a party to that Service Contract.

TiWi does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that TiWi does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. TiWi makes no representations about and does not guarantee, and you agree not to hold TiWi responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of TiWi, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation); (ii) TiWi will not have any liability or obligations, including under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) TiWi does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and TiWi does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is TiWi involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and TiWi does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) TiWi does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; (vii) TiWi does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s); and (viii) TiWi does not provide shipping services for any physical Work Product or Service. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to TiWi’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

If you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) TiWi is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of TiWi; (4) TiWi does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) TiWi does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) TiWi does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) TiWi does not provide the premises at which the Agency or Agency Members will perform the work; and (8) TiWi makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and TiWi disclaims any and all liability relating thereto.

Taxes

Freelancer acknowledges responsibility for (a) all tax liability associated with payments received from Freelancer’s Clients and through TiWi, and that TiWi does not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from TiWi; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the Kenya, for determining if TiWi is required by applicable law to withhold any amount of the Freelancer Fees and for notifying TiWi of any such requirement and indemnifying TiWi for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of TiWi, Freelancer agrees to promptly cooperate with TiWi and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented on TiWi.

The relationship between the client (buyer of services) and the freelancer (seller of services)

This section covers the relationship you may decide to enter into with another User, including Contracts between Users.

Contracts

If a Client and Freelancer decide to enter into a Contract, the Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Contract. You acknowledge, agree, and understand that TiWi is not a party to any Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between TiWi and any User or a partnership or joint venture between TiWi and any User.

With respect to any Contract, Clients and Freelancers may enter into any written agreements that they find appropriate and convenient (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand TiWi’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow requirements. The parties to a Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. Only to the extent that they have not entered into another agreement or terms with respect to a Contract, the parties to a Service Contract agree that the Optional Contract Terms apply to their Contract. TiWi does not assume any responsibility for any consequence of using the Optional Contract Terms.

Disputes

For disputes arising between buyers of services and sellers of services, you agree to abide by the dispute process that is explained in the Escrow requirements, which apply to your specific Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that TiWi will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Provision/requirements.

If Freelancer or Client intends to obtain an order from any arbitrator or court that might direct TiWi, the Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least seven business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting TiWi or the Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such an order.

Confidentiality

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. In addition, users may agree to any terms they find appropriate with respect to confidentiality.

Worker classification

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between TiWi and a User. TiWi will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that TiWi has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.

Fees on TiWi

For freelancers (sellers of services)

Freelancers will pay TiWi a service fee for the use of the Site Services. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer and stored in the Escrow, TiWi will credit the Freelancer Escrow Account for the full amount paid or released by the Client, and then subtract and disburse to TiWi the Service Fee, depending on the level of the seller. Freelancer hereby irrevocably authorizes and instructs TiWi to deduct the Service Fee from the Freelancer Escrow Account and pay TiWi on Freelancer’s behalf.

In the event the Freelancer chooses to withdraw funds, there may also be a foreign currency conversion charge imposed by TiWi or an affiliate and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution. In addition to fees charged by TiWi for withdrawing funds, your disbursement method may also charge activation, maintenance, or other account fees.

For clients (buyers of services)

Clients pay TiWi a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site.


Pricing and Promotion policy

Client agrees to pay a 5% processing fee to TiWi for paypal transaction charges, in addition to the exact amount paid to the freelancer or agency for the service rendered. On the other hand, freelancers agree to pay a service fee of 15% of earnings for new sellers/freelancers, both from hourly and fixed-price contracts. Level one sellers/freelancers pay a service fee of 13%, as level two sellers/freelancers pay 11%. Top rated sellers/freelancers on the site enjoy a lower rate of 9%. Also, for freelancers looking to withdraw funds, the minimum available balance a user must have to withdraw funds is $3. For clients looking to have their proposals featured, you agree to pay TiWi $1 fee for 7 days feature.

Both the Client and Freelancer agree to any changes made by TiWi on the fees at any given time. If TiWi makes any changes to the fees, TiWi agrees to notify users through the available communication modules, prior to the change.

Furthermore, TiWi gives users the chance to use referral links as a promotion method, but TiWi will not be liable for any wrong use of these links, and any fake referral links claiming to be from TiWi.

Taxes

TiWi may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, we’ll just refer to VAT, and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts TiWi is needed to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to TiWi under the Terms of Service.

Escrow

Escrow services

TiWi provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to TiWi. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes. You hereby authorize and instruct TiWi to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.

About the escrow service

The Escrow is not a bank. The Escrow deposits and maintains all Escrow Account funds in an escrow account at a bank approved to receive, hold, and deliver funds under applicable laws and regulations. TiWi will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. You agree that you will not receive interest or other earnings on the funds held in your Escrow Account.

We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.

We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction.

Any corporation or association into which TiWi may be merged or converted or with which the Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of TiWi may be transferred will succeed to all the rights and obligations of TiWi as escrow holder and escrow agent under this Agreement without further act to the extent permitted by applicable law.

Freelancer approval of the escrow system

If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint TiWi and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because TiWi is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that the Escrow receives on Freelancer’s behalf from or on behalf of such Client.

Freelancer Fees become available to Freelancers following the expiration of security period (3-5 days) after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.

TiWi, in its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, TiWi will release such hold as soon as practicable.

To the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing TiWi to (and the Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

Client approval of the escrow system

Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Contract or receiving an offer from Freelancer or upon activating any contract/job. When Client authorizes the payment of the Freelancer Fees for a Contract on the Site, Client automatically and irrevocably authorizes and instructs TiWi or its Affiliates, the Escrow system to charge Client’s Payment Method for the Freelancer Fees. Failure by Client to decline or dispute an Invoice or request for payment is an authorization and instruction to release payment.

Client default of payment

Client will be deemed to be in default of payment on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by TiWi within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by TiWi for Freelancer Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay TiWi upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. At our discretion and to the extent permitted by applicable law, TiWi or its Affiliates, the Escrow system, may, without notice, charge all or a portion of any amount that is owed on any Account to TiWi or as Freelancer Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by TiWi, the Escrow or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

TiWi, however, does not guarantee that Client is able to pay or will pay Freelancer Fees and is not liable for Freelancer Fees if Client is in default. Freelancer may use the dispute process in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Freelancer chooses. If TiWi recovers funds from a Client in default, TiWi will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client or credited by TiWi through any Payment Protection module.

OUR POLICIES

Refund policy

THERE IS NO RETURN OF FUNDS AND NO CHARGEBACKS EXCEPT FOR FREELANCER DEFAULT OF SERVICE PROVISION

Client acknowledges and agrees that TiWi or its Affiliates, the Escrow system, will charge or debit Client’s designated Payment Method for the Freelancer Fees incurred, and that once TiWi or its Affiliates, the Escrow system, charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. However, in case a freelancer or agency goes unresponsive, delays the service or job without explanation, or does not deliver the service needed at all, you can cancel the contract and get your full money back from our escrow system, excluding the processing fee. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that TiWi or its Affiliates, the Escrow system, may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

Use of payment modules/methods

In order to use certain Services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes TiWi, and the Escrow system, as applicable, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on TiWi; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

TiWi is not liable to any User if TiWi does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. TiWi will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow rules.

Privacy Policy

Collection of information

When you use our Service, you may provide us with different forms of information about you and your profession/business. This may include your name and contact information, financial information to make or receive payment for services obtained through TiWi, or information to help us fill out tax details. When you use the Service, we may also collect information related to your use of the Service and combine this with information about other users. This helps us improve our Services for all.

Examples of Personal Information include:

·       Your name.

·       Email address.

·       Company address.

·       Billing address.

·       Phone number.

We may request documents to verify your identity, such as a copy of your government-issued identification document or photo or a billing statement.

The Service is meant for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use all means within our disposal to delete such information from our database. Besides, if you are a parent or guardian and notice that a child under your custody has accessed the site and given out his or her personal information, we request that you notify us through legal@tiwicorp.com

You do not have a moral obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you.

We also may receive information about you from third parties. We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long. We may combine this information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.

The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our website identifies your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.

Creation of accounts and profiles

You may have to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, rates, earnings information, feedback/rating information and other information, including your username. The information in your Profile may be visible to all Users and the general public subject to the privacy choices you make within the platform. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at tiwicare@tiwicorp.com.

Verification of your identity

Before completing your registration on TiWi, or at any time thereafter, we may request identity verification. Without limiting the manner in which we request identify verification, we may require users to participate in a video verification after submitting their government issued ID to enable us to confirm that the user is indeed the individual in the ID. We may record such video calls and take screenshots of the user during the call. TiWi may use the information obtained from Identity Verification for purposes of verifying your identity, enforcing our Terms of Service and other agreements, and preventing fraud.

TiWi forums

Anything you post to a Community Forum is public, and others will have access to your Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.

TiWi chats

We offer a messaging platform for users to share content and interact before, during, and even after a project. With respect to these communications, TiWi will not share any information, unless legally required to do so.

Feedback

TiWi collects and displays feedback received from its users on their experience collaborating with other users on the platform. Note that any feedback on your profile is public on the platform. Only in rare circumstances will we remove feedback from a user’s profile.

Emails

Time to time we may send out emails to users and people that have subscribed to our newsletter. You can opt out of mail subscriptions at any time by simply unsubscribing or sending an email to tiwicare@tiwicorp.com.

The referral program

We use the referral program, as outlined in our promotion policy, to help our users advertise their job listings and services on third party platforms. Note that we are not a part of the sharing process for the referral links, and are, therefore, not liable for any misuse or damage that occurs as a result.

Use of collected information

TiWi uses collected information, as permitted with a user’s consent, solely for the following purposes:

·       To process requests.

·       Prevent fraud.

·       To provide or improve the service.

·       Provide relevant information to users.

·       Complete transactions.

·       Process registration.

·       Address inquiries.

·       Verify provided information.

·       To contact you with relevant updates and information.

·       In accordance with the law and dealing with legal issues.

·       To deal with information security needs and protecting our Users.

Disclosure and sharing of information

We may disclose and share the information you grant us for investigative and legal purposes. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following cases:

1.      When we use third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.

2.      For legal purposes, we share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal processes.

3.      For business or internal transfers, we may share information, including Personal Information, to any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.

4.      If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list. You will, therefore, have permitted the promotion to use your personal information, and are under the rules of such promotions.

Your rights

All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly. In case you have any issues with your privacy, kindly table them at tiwicare@tiwicorp.com.

Security of information provided to us

We take a number of steps to protect your data, but no security is guaranteed. Therefore, we cannot ensure and do not warrant the security of any information you send to us.

Links to third party sites

We have links to other websites, such as social media sites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.

Changes to this Privacy Policy

We may change this Privacy Policy if deem it fit to do so. If we make substantial changes, we will provide notice prior to the change becoming effective/enforceable.

TERMINATION OF POLICY

This agreement and its termination

Termination

Unless both you and TiWi expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed.

User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct TiWi to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) TiWi will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to TiWi for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

Without limiting TiWi’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or TiWi or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without our prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: if TiWi decides to temporarily or permanently close your account, TiWi has the right where allowed by law but not the obligation to: (a) notify other users that have entered into service contracts with you to inform them of your closed account status, (b) provide those users with a summary of the reasons for your account closure. You agree that TiWi will have no liability arising from or relating to any notice that it may provide to any user regarding closed account status or the reason(s) for the closure.

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which TiWi will have no liability whatsoever. TiWi, in its sole discretion and as permitted or required by law, may retain some or all of your Account information. After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or TiWi from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

Disputes

This section discusses your agreement with TiWi and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally, and that we both agree to use arbitration instead of going to court if we can’t resolve the dispute informally.

If a dispute arises between you and TiWi or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, TiWi, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with TiWi (including without limitation any claimed employment with TiWi or one of our Affiliates or successors), the termination of your relationship with TiWi, or the Site Services.

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from TiWi or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, and discrimination.

Base of law

The Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the Republic of Kenya.

Resolution desk

You may use legal@tiwicorp.com to file any disputes, and TiWi agrees to provide to you a notice on your email address of receipt. You and TiWi then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or TiWi, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and TiWi will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

Entire agreement

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and TiWi relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. Even though TiWi drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or TiWi because of the authorship of any provision of the Terms of Service.

Severability

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision/part in any jurisdiction.

Force majeure

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

Access of the site outside Kenya

This Site is controlled and operated from our facilities in Kenya. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign and local laws.

Consent to use electronic methods for records

In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from TiWi or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

OTHER TERMS OF SERVICE

Non-circumvention

This section discusses your agreement to make and receive payments only through TiWi. Violating this is a serious breach and your Account may be permanently closed for any such violations.

Making payments

TiWi only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, you hereby agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with other users or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

You agree not to:

• Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.

• Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You further agree you will not initiate unsolicited communications with any User outside of the Site, including, without limitation, using any information found on the Site such as name, company name, or other information on the Site, to solicit, contact, or attempt to solicit or contact or to or find the contact information of any other User. You agree to notify TiWi immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to TiWi customer service desk.

You acknowledge and agree that a violation of any provision in this Section is a material breach of the Terms of Service. Your Account may be permanently closed. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may opt out at any time by deleting/closing your account.

Keeping/maintaining records

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to TiWi upon request. Nothing in this subsection requires or will be construed as requiring TiWi to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on TiWi’s part to store, backup, retain, or grant access to any information or data for any period.

Warranty disclaimer

This section discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly.

You agree not to rely on the site, the site services, any information on the site or the continuation of the site. The site and the site services are provided “as is” and on an “as available” basis. TiWi makes no representations or warranties with regard to the site, the site services, work product, user content, or any activities or items related to this agreement or the terms of service. To the maximum extent permitted by applicable law, TiWi disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you.

Liability limitation

This section discusses your agreement that TiWi usually will not have to pay you damages relating to your use of the Site and Site Services.

TiWi is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

1.      your use of or your inability to use our Site or Site Services

2.      delays or disruptions in our Site or Site Services

3.      viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services

4.      glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services

5.      damage to your hardware device from the use of the Site or Site Services

6.      the content, actions, or inactions of third parties’ use of the Site or Site Services

7.      a suspension or other action taken with respect to your Account

8.      your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site

9.      your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service

Additionally, in no event will TiWi, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.

Release

This section discusses your agreement not to hold TiWi responsible for any dispute you may have with another User.

In addition to the recognition that TiWi is not a party to any contract between Users, you hereby release TiWi, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. This release will not apply to a claim that TiWi failed to meet obligations under the Terms of Service.

Indemnification

This section discusses your agreement to pay any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct.

You will indemnify, defend, and hold harmless TiWi, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims and Indemnified Liabilities relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of TiWi as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

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