Terms of Service -

Please read this Agreement carefully before using the web site and/or any of the services of MondayWorks. The terms "You", "User", or "Service Buyer” and “Service Provider" refer to anyone accessing our services or web site for any reason. The terms "We", "Us", or "Our" refer to MondayWorks. By using the MondayWorks web site and/or services you signify your assent to and acceptance of this Agreement and you acknowledge that you have read and understand it. Alternatively please do not hesitate to send any question about this Agreement to info@MondayWorks.com. If you don't accept any of the terms of this Agreement, then you must not use this web site and any of its services. This Agreement incorporates those appendices at the end of this Agreement.

MondayWorks may amend or modify these terms of service without notice, effective immediately, by updating this posting. Your use of the MondayWorks web site constitutes your agreement to all such terms, conditions, restrictions and notices. Note: For purposes of this agreement, Users are classified as Service Buyers or Service Providers, or Service Buyers or Freelancers, or together as the Parties, respectively.

MondayWorks shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the service. MondayWorks' web site is available only to individuals who can form legally binding contracts under applicable law. The services of this web site are not available to minors. If Users do not qualify, they cannot legally use any of MondayWorks' services including, but not limited to, those that require the User's ability to form legally binding contracts.

2.1 MondayWorks reserves the right to edit job profiles or user profiles, block or even terminate the participation of any member or site without reason including any member site that MondayWorks judges to be in violation of the terms of service.

2.2 Members in violation of MondayWorks' terms of service will be immediately deactivated. MondayWorks may deactivate members with no prior notification. Members found in violation of the terms of service will not receive any credit or payment from MondayWorks. Members that are terminated by MondayWorks on any basis other than violation of these terms of service will be entitled to receive any payment due from MondayWorks.

3.1 MondayWorks offers a wide range of tools, content, products, services, benefits, and other resources on its MondayWorks web site of particular interest to Service Buyers and Service Providers. It enables Service Buyers to find Service Providers and outsource projects, tasks, systems or processes. It enables Service Providers to efficiently and cost effectively manage their careers, professions, and businesses. These services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms of service of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the services or any access to this service.

3.2 Some of the services offered at MondayWorks may include feedback to questions by Users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the User's own risk. User understands and agrees to the following:

3.3 Some of the content provided at MondayWorks may relate to various subjects such as information pertaining to legal matters, financial matters, health matters, and other matters for which the content of is provided in an advisory nature. This information is provided solely for informational and general non-advisory purposes. If desired, Users should use their own efforts to confirm such information with a professional(s) in the pertinent field(s). All of the information that MondayWorks provides should not be considered professional, medical, legal, technical, or any other discipline-specific advice.

3.4 MondayWorks is a dynamic time-sensitive web site. As such, the information on MondayWorks will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabeled or deceptively labeled accidentally by MondayWorks or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.

3.5 MondayWorks provides unmonitored access to third-party content. MondayWorks is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on its web site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. The same applies to any agreements reached between any of its Users where MondayWorks only acts as the facilitator based on the Services offered on its web site. This web site may contain links to third-party web sites. MondayWorks does not control nor review the web sites to which we link from MondayWorks on a regular basis. We, therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from MondayWorks, and Users should not treat any link as such an endorsement or acceptance of veracity or value.

3.6 MondayWorks does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its web site. We expect that the User will undertake necessary activities and practices and will use caution and common sense when using MondayWorks for User's account.

4.1 Please note that the use of these Escrow Services are subject to the acceptance of the Dispute Resolution Services in Section 5. At a Service Provider's request, MondayWorks will accept an advance payment from the Service Buyer for a project, provided that Service Buyer has accepted the bid by a Service Provider for a project posted by the Service Buyer (“Escrow Service”). MondayWorks will hold such funds (“Escrowed Funds”) until Service Buyer and Service Provider agree that the funds should be released to the Service Provider or until Service Buyer and the Service Provider have concluded the process of the Dispute Resolution Services (as defined in Section 5 below). Service Buyer acknowledges that Escrowed Funds will be kept together with other funds of MondayWorks and with other funds escrowed with MondayWorks by other Service Buyers.

4.2 After Service Buyer indicates its approval of the work done for a project in response to Service Buyer's job posting (“Deliverables”), such approval to be made through the Web Site, MondayWorks will disburse the Escrowed Funds after deducting the applicable service fees and commissions to such Service Provider against invoice. If Service Buyer does not approve of the Deliverables, Parties may choose to engage MondayWorks’ dispute resolution services. In that case, both Parties agree to be bound by the terms of Section 5 below, relating to dispute resolution.

4.3 If, for any reason, either Party requests Dispute Resolution Services through the Web Site with regard to any project, deliverable or payment therefore, MondayWorks will notify both Parties that the matter will be addressed through the Dispute Resolution Services.

4.4 By using MondayWorks for the Escrow Services, both Parties expressly acknowledge that MondayWorks is not acting in a fiduciary capacity for either Party. Both Parties agree and acknowledge that the Escrow Services are being provided to Registered Users, only.

5.1 MondayWorks offers Dispute Resolution Services only to those Registered Users that have explicitly chosen to use the Dispute Resolution Services and who are engaged in a dispute over a Deliverable that is

(a) pursuant to a job posting by a Service Buyer through the Web Site,
(b) pursuant to a project by a Service Provider through the Web Site for such job posting and
(c) pursuant to an acceptance through the Web Site by the Service Buyer for such bid.

5.2 Service Buyer and Service Provider need to understand that the Dispute Resolution Services are being provided to both Parties as a benefit of using the Web Site and the Escrow Services. Please note that under no circumstance will MondayWorks provide any legal services nor will we offer advice on any legal matters to either Party. Therefore you may not rely on MondayWorks for any such advice but seek legal advice ideally licensed to practice law in your jurisdiction independently by yourself.

5.3 In the event of any dispute between you and a Service Buyer /Service Provider, whatever applicable, relating to a service, you agree to mediate such dispute in good faith before MondayWorks for a period of twenty (20) business days. Such twenty business day period shall be deemed to have begun the day that you and a Service Buyer /Service Provider requests Dispute Resolution Services through the Web Site. MondayWorks is entitled to refuse mediating any such conflict subject to its sole discretion. MondayWorks will notify you of its intent to mediate and will only consider the project agreement (as defined below) entered into between the Parties through the Web Site. This shall include your original job posting, a Service Buyers’s bid and any changes, amendments or related communications thereto that have been conducted through the Web Site, exclusively. MondayWorks shall receive a fixed compensation in advance for each attempt to mediate a dispute. The fee shall be deducted in equal parts from any funds of either party in escrow, or shall be paid in by the parties in advance if there are no sufficient funds available in the escrow account(s).

5.4 If the result of such mediation is acceptable to both you and to Service Buyer /Service Provider with which you are engaged in a dispute, you shall indicate your approval of such mediation through the Web Site and MondayWorks will disburse Escrowed Funds in accordance with the results of such mediation. If you dissent with the result of the mediation, you shall indicate your dissent the same way and are free to pursue any other legal means available.

5.5 Reaching a decision, MondayWorks shall take into consideration the following information: (a) the project agreement, (b) the parties course of dealings as evidenced through the Web Site, (c) the actual service and/or deliverable itself and (d) any information or communication that both Parties and MondayWorks agree should be considered.

6.1 Fees for the Services (the “Fees”) will become due upon the use of any or our Services and are deducted directly from the payments for the services of Service Providers. They do not include any taxes or remittance cost nor the cost for any cancellations and return remittance which need to be borne by you. Invoices will be forwarded as pdf-files via e-mail or via facsimile to the address indicated or via mail. Fees are stated in Euro or USD and shall be paid in that respective currency no later than ten (10) days from the date of each invoice. MondayWorks reserves the right to suspend or cancel performance of all or part of the Services if actual payment has not been received within fifteen (15) days of the receipt of the invoice by email, facsimile or mail.

6.2 If you chose to pay by credit card, you hereby (a) authorise MondayWorks to charge your credit card for the Services, and (b) you agree to provide updated credit card information to us for renewal purposes. The same applies to payments made by direct debit regarding (a) the authorisation to withdraw the amounts due from your bank account and (b) any changes to your bank account. he cost for bounced payments shall be borne by you.

6.3 You agree and understand that MondayWorks is simply acting to process invoices to Service Buyers on behalf of Service Providers and to receive and process payment for Service Provider's services from the Service Buyers. MondayWorks is not responsible for the timeliness or accuracy of the invoices. MondayWorks is under no obligation to ensure the timeliness, accuracy, completion or workmanship of any Assignment you give to a Service Provider.

6.4 If applicable, referral commissions paid out will be the ones listed on the Referrals page. You may not refer yourself, nor sign up for multiple accounts to collect referral fees. You may also not partner with any other MondayWorks user to share/transfer the commission made from your own account, or else both parties will be kicked from the service without payment. MondayWorks reserves the right to delay or cancel sending affiliate earnings if we believe the referred user will not pay the fees they were charged, since affiliate commissions are based on those fees.

Members agree not to post their e-mail address on the site, except in the "e-mail" field of the signup form, or when asked by MondayWorks at any other time. There should be no need to give anyone your e-mail address. It is automatically provided if you choose a Service Provider (or you are the Service Provider chosen for) a project, and before that time you can use the message board to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, ICQ, AIM, MSN Messenger, etc... See "Avoiding Commissions" below for the reason.

You are prohibited from making direct contact with another member, unless it is for a project you (a Service Provider) have been picked for, or you (a Service Buyer) have picked a Service Provider for. This includes giving out your e-mail address, ICQ number, phone number, or any other method of contact outside of this site. MondayWorks provides you with message boards, which should be sufficient for pre-project planning.

You are not permitted to negotiate the fee for a project with another member directly (outside of MondayWorks) after that project has been created/opened and before that project has been closed (basically, during an ongoing project). But this also applies to any project that was closed without a Service Provider being chosen, and then contacting them about the project anyway. Both parties are responsible for notifying MondayWorks if the payment amount increases (above the bid amount) after the project is closed. Receiving a larger amount than the original project bid, without notifying us, will be considered an attempt to avoid the commissions. When a Service Provider requests a withdrawal, we always review all payments received for each project to verify that they match the bid. If at the time of a withdrawal request the Service Provider has failed to notify MondayWorks staff of a payment received above the amount of his bid (a total payment above EUR 100 or the equivalent in USD), MondayWorks reserves the right to deduct double the fee for the amount that should have been reported. We believe our commissions are very fair and justified for the service we provide, therefore please understand that we can not tolerate any of this activity on MondayWorks.

10 IP OWNERSHIP

The Web Site and all intellectual property rights related to the Web Site, including but not limited to copyrights, trademarks, service marks and any feedback left by Registered Users on the Web Site, are owned or licensed by us, and all right, title and interest in the Web Site and the related intellectual property rights remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site, and this Agreement does not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site, including any Web Site content.

11.1 User is solely responsible for content or any other information User provides to MondayWorks. User understands and agrees to the following:

11.2 MondayWorks is only acting as a venue for the online distribution and publication of User content. However, no warranties as to the actual distribution or publication of User content are made or implied. MondayWorks has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for MondayWorks, harm our business operation or reputation, or cause MondayWorks to lose the services of our suppliers.

11.3 We do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on our site which we believe is appropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the MondayWorks Web Site is provided "AS IS" and may contain technical inaccuracies or typographical errors.

11.4 You are solely responsible for information that you post on our Web Site, including but not limited to any posting or listing in any public message area or through any email feature. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information.

11.5 User represents and warrants that User's content: (a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any applicable law or regulation, particularly abide by the applicable data protection law; (c) will not be defamatory or trade libelous; (d) will not contain any racism or other discriminatory statements; (e) will not be obscene or contain porn, child pornography; (f) will not include incomplete, false or inaccurate information about User or any other individual but will contain User's up-to-date data (e.g. address, e-mail, payment data); (g) will not contain any viruses or other computer programming routines that are capable of damaging, detrimentally interfering with, surreptitiously intercepting or expropriating any system, data or personal information; and (h) will not take any action that imposes an unreasonable or disproportionately large load on MondayWorks infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.

11.6 By submitting User content to MondayWorks (including, but not limited to creating your Account; posting a resume, posting a profile, posting a portfolio, posting a Project; sending messages through or to MondayWorks) you hereby grant to MondayWorks a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, display, and perform User content, under all User intellecual property and proprietary rights worldwide. For the avoidance of doubt, providing links to content hosted on servers other than that of MondayWorks (such as a portfolio of sample works hosted on your own web site) will not be considered "submitting" such content for purposes of this license grant.

11.7 The Web Site may contain links to third-party web sites not under the control or operation of MondayWorks. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.

Users are prohibited from advertising their web site on MondayWorks. Any URL posted in a bid, project description, or the message board, must relate to a project on MondayWorks. An example of a permissible URL: User's portfolio or resume' page.

Service Providers can only place bids that equal the total amount of money they are requesting for the project. You cannot post a bid with an hourly fee only or any other abnormal type of bid. This applies to Service Buyers too. Service Buyers cannot create projects that directly or indirectly require Service Providers to place hourly or other abnormal bids.

a) Service Buyer will not redistribute any of the content on MondayWorks.
b) Service Buyer will not use Service Buyer's Account to post false or misleading project descriptions.
c) Service Buyer will not post project descriptions that are inappropriate to MondayWorks's audience, viewers, or visitors in the judgement and discretion of MondayWorks.
d) Service Buyer agree to pay featured project fee if project posted should have been posted as featured.
e) Service Buyer will not falsify Service Buyer's own or any other identity.
f) Service Buyer will comply with all MondayWorks' policies.

a) Service Provider will not redistribute any of the content on MondayWorks.
b) Service Provider will not falsify Service Provider’s own or any other identity.
c) Service Provider will comply with all MondayWorks policies.

a) Users will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the MondayWorks web site or the content contained therein without the prior written permission of MondayWorks.
b) Users will not distribute unsolicited commercial messages ("spam") through User's account.
c) Users will not contact employers or freelancers through our site or through information gained from our site with the intent of subverting them from using our services.
d) Users will not engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices.
e) Users will not create multiple user accounts to avoid fees, suspension or bad ratings on MondayWorks.

13 TERM AND TERMINATION

13.1 This Agreement shall become effective upon the execution hereof by the parties and shall continue until terminated by MondayWorks or you as provided for under the this Section 13 of this Agreement.

13.2 Unless otherwise agreed to in writing between the parties, either party may terminate the Service at any time upon notice to the other party. In such event, (a) MondayWorks shall complete any invoicing and payment process or other ongoing matter; and (b) you shall pay all Service Providers and/or MondayWorks for any services rendered and project for which you have engaged such Service Providers in order to complete any open transaction, respectively.

14 PRIVACY AND CONFIDENTIALITY

14.1 Your use of the Web Site and the services provided therein and thereby is governed by the terms of this Agreement and the MondayWorks Privacy Policy. It is your responsibility to review the MondayWorks Privacy Policy, which is incorporated by reference into this Agreement in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Web Site and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Web Site and to terminate this Agreement.

14.2 Any user identification ("User ID") and password, and any authorization codes or similar verification identifiers provided to you by us should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your User ID and password and/or authorization codes, if applicable. Any notification shall be sent to the following e-mail address: info@mondayworks.de.

15.1 MondayWorks represents and warrants that: (a) MondayWorks’ facilitation services will be performed in a professional and workmanlike manner by qualified personnel; and (b) to MondayWorks’s knowledge, MondayWorks web site does not include malicious or hidden mechanisms or code for the purpose of damaging or corrupting your documents and messages.

15.2 Disclaimer of Warranty
15.2.1 General. The web site and the Services are provided by MondayWorks "as is" and without warranties or conditions of any kind, including the implied warranties of merchantibility, non-infringement, and fitness for a particular purpose.
15.2.2 Special. MondayWorks does not guarantee or warrant that the use of the web site will be uninterrupted, comply with regulatory requirements, be error free or that MondayWorks will correct all software errors.
15.2.3 Remedy. For the breach of the warranties set forth in Section 15, your exclusive remedy, and MondayWorks's entire obligation, will be the reperformance of deficient Services, or if MondayWorks connot substantially correct a breach in a commercially reasonable manner, you may terminate the relevant Services and receive a pro rata refund of the fees paid for the deficient Services as of the effective date of termination.

16.1 You agree to defend, hold harmless and indemnify MondayWorks from and against any and all losses, costs, expenses, damages or other liabilities incurred by MondayWorks from and against any cause of action, claim, suit or proceeding brought by a third party against MondayWorks in connection with your use of the Services. You further agree to indemnify, defend and hold MondayWorks harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from:

a) your use of the Web Site
b) your decision to supply credit information via the Web Site, including personal financial information;
c) your decision to submit postings and accept offers from other registered users;
d) any breach of contract or other claims made by registered users with which you conducted business through the Web Site;
e) your breach of any provision of this Agreement;
f) any liability arising from the tax treatment of payments or any portion thereof;
g) your dispute of or failure to pay any Invoice or any other Payment; and/or
h) your obligations to a Service Buyer or Service Provider.

16.2 In connection with your indemnification obligations as provided for above, MondayWorks agrees to (a) notify you in writing without undue delay after learning of any such claim; (b) turn over to you all responsibilities and control with respect to such claim; and (c) reasonably cooperate with you in the defense thereof. We shall be entitled to participate in such defense through our own counsel at our own cost and expense.

17.1 MondayWorks shall be liable for any damage without limit caused to you by MondayWorks's wrongful intent.

17.2 MondayWorks shall be liable for any damage caused by its negligent behaviour up to an aggregate total amount of the fees received during the last twelve month prior to the damaging incident. This liability for negligence shall be subject to the following cases:

17.3 MondayWorks shall not be liable for any damage caused by any unauthorised use of the web site or the services provided by MondayWorks. An unauthorised use is any use of the web site or services which was not intended according to the scope and which MondayWorks could reasonably not have foreseen when the relevant agreement was entered into.

17.4 MondayWorks shall not be liable for any loss of profit or failures to achieve anticipated savings or benefits, or the loss of goodwill or customers.

17.5 MondayWorks's aggregate liability for any other indirect or consequential damage shall be limited in accordance with Clause 17.2.

17.6 MondayWorks's shall only be liable for the recreation of lost data to the extent you have made backup copies based on which the recreation of the lost data can be done in an economical manner.

18 ASSIGNMENT

MondayWorks has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without our prior written consent which shall not be withheld unreasonably.

This Agreement and any dispute or claim arising out of or in relation to or in connection with it is governed by, and will be construed in accordance with the law of Germany, without giving effect to the United Nations Convention on Contracts for the International Sale of Goods. Each party irrevocably agrees that the courts of Hamburg, Germany, will have exclusive jurisdiction to settle any dispute or claim that arises from or in connection with this Agreement.

20.1 Each party to this Agreement agrees to give the other a written description of any problem(s) that may arise and to make a good faith effort to amicably resolve any such problem before commencing any proceeding. Notwithstanding the foregoing, either party may take any action reasonably required to protect such party’s rights. No claim or action, regardless of form, arising out of this Agreement or an Order Form may be brought by either party more than one (1) year after the cause of action has accrued.

20.2 Any disputes regarding arrangements between Service Providers and Service Buyers remain solely between Service Buyers and Service Providers. We are not involved in any transactions between you and any other users of MondayWorks. You acknowledge and agree that MondayWorks will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other users of the Site, you hereby release MondayWorks from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.

If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.

This Agreement may not be amended or modified except in a writing signed by the parties, which writing makes specific reference to this Agreement. The same applies to any change to this Clause 22 (Amendment).