Agreement to Buzzzy Services

Background

1. Buzzzy, Inc offers its clients the utilization and benefits of their Platform and the Services as described in this Agreement.
2. Client wishes to use Buzzzy’s Platform and the Buzzzy Services for its business operations as set out in this Agreement.

Agreed Terms

1. Interpretation

1. The definitions and rules of interpretation in this clause apply in this Agreement.
2. Definitions

3. Rules of Interpretation

• Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

• A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular, and a reference to one gender shall include a reference to the other genders.
• A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

2. The Service

1. Buzzzy, Inc. shall, during the term of this Agreement, provide the Buzzzy Service to Client solely for the Client’s internal business operations on and subject to the terms of this Agreement.
2. At all times, Buzzzy Service is limited to the tasks described in the Schedules that are annexed to this Service Agreement. In no way, Client shall construe that Freelancer Services constitute a Buzzzy Service. In Sum, Buzzzy Service shall be limited to:

• Buzzzy Hosting
• Buzzzy Support
• Buzzzy Payment Facilitation
• Buzzzy Credit (if applicable)

3. The Client shall not make the Buzzzy Service available to any third party at any time or for any purpose.
4. The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, sexual harrasing, or racially or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
• is otherwise illegal or causes damage or injury to any person or property;

and Buzzzy, Inc. reserves the right, without liability or prejudice to its other rights to Client, to disable Client’s access to the Platform if Client breaches any of the provisions of this clause.

5. Except to the extent expressly permitted under this Agreement, Client shall not:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any element of the Buzzzy Service or of any software used by Buzzzy, Inc. to provide the Buzzzy Service (as applicable) in any form or media or by any means; or
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any software used by Buzzzy, Inc. to provide the Buzzzy Service, including without limitation the Platform;
• access all or any part of the Buzzzy Service in order to build a product or service which competes with the Buzzzy Service;
• use the Buzzzy Service to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Buzzzy Service available to any third party; or
• attempt to obtain, or assist third parties in obtaining, access to the Buzzzy Service, other than as authorized under this Agreement.

6. Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Buzzzy Service and, in the event of any such unauthorized access or use, promptly notify Buzzzy, Inc.
7. Unless otherwise agreed by Buzzzy, Inc. in writing, the rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
8. For the avoidance of doubt, use of the Buzzzy Services by employees, staff, clients, contractors, consultants, suppliers of Client constitute use by Client and not use by third parties. The Client shall remain liable for any acts and omissions of its employees, staff clients, contractors, consultants, suppliers, including any Manager’s use of the Platform.

3. Service Levels and Support

1. Details of the Payment Facilitation service that Buzzzy provides to its Clients are set out in Part 1 of Schedule 1.
2. Details of the Credit Buzzzy provides to its Clients are set out in Part 2 of Schedule 1.
3. Details of the Support service that Buzzzy, Inc. provides to its Clients are set out in Part 1 of Schedule 2 (Support and Hosting).
4. Details of the Hosting service that Buzzzy, Inc. provides (including uptime) are set out in Part 2 of Schedule 2 (Support and Hosting).
5. Buzzzy, Inc. shall not have the obligation to perform, nor sub contract a third party to fulfill requirements entered by Client that have not been executed at its satisfaction by the Freelancer(s) selected.

4. Client Data

1. Client shall own all rights, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
2. Buzzzy, Inc. shall follow its archiving procedures for Client Data as set out in the Privacy Policy, as such documents may be amended by Buzzzy, Inc., from time to time. In the event of any loss or damage to Client Data, Client's sole and exclusive remedy shall be for Buzzzy, Inc. to use reasonable commercial endeavors to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Buzzzy, Inc. in accordance with the archiving procedure set out in the aforementioned policy. Buzzzy, Inc. shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any outside party unrelated to Buzzzy, Inc.
3. Buzzzy shall, in providing the Buzzzy Service, comply with its Privacy Policy relating to the privacy and security of the Client Data, as amended by Buzzzy, from time to time.
4. If Buzzzy, Inc. processes any personal data on the Client's behalf when performing its obligations under this Agreement, the Client shall be the data controller and Buzzzy, Inc. shall be a data processor. Each party shall comply with its obligations under all applicable US Federal DP Law in force from time to time, and in any such case:

a. Data Processing sets out the scope, nature and purposes of processing, the duration of the processing, the types of personal data and categories of data subject;

b. Client shall ensure that Client is entitled to transfer the relevant personal data to Buzzzy, Inc., so that Buzzzy, Inc. may lawfully use, process and transfer the personal data in accordance with this Agreement on Client's behalf, including without limitation capturing the relevant consents where applicable; and

c. Client shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. Buzzzy, Inc. shall, in relation to any personal data processed by it, in connection with its obligations under this Agreement:

a. process that personal data only on the written instructions of Client in order to facilitate Client’s use of the Buzzzy Services;

b. ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

c. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

d. assist the Client, at the Client's cost, to responding to any request from a data subject and in ensuring compliance with its obligations with respect to breach notifications, impact assessments and consultations with supervisory authorities or regulators;

e. notify the Client without undue delay on becoming aware of a personal data breach;

f. at the written direction of Client, delete or return personal data and copies thereof to Client on termination of the Agreement unless required by law to store the personal data; and

g. maintain accurate records and information to demonstrate its compliance with this clause and make such records available to Client upon reasonable request.

6. The Client consents to Buzzzy, Inc. appointing a third-party processor of personal data under this Agreement. Buzzzy, Inc. confirms that it will enter into written agreements with all third-party processors.

5. Freelancers

1. Buzzzy, Inc. is acting in a service intermediary capacity and has no agency on the services provided by Freelancer(s). Client expressly consents to the aforementioned. Client acknowledges that the Buzzzy Services enables and assists it to enter into contractual relations with Freelancer(s) based on the answers provided by Client, and purchase products and services from Freelancer(s) and that it does so solely at its own risk and on terms that it will agree with each Freelancer(s) selected by Client.

Notwithstanding any other term of this Agreement, Buzzzy, Inc. makes no representation, warranty or commitment and shall have no liability or obligation whatsoever (whether to Client or to any third party) in relation to the performance of any contractual or statutory obligation of any Freelancer(s) or for the tortious act(s) or omission(s) of any Freelancer(s) or any transactions completed, and any contract entered into by Client with any Freelancer(s). Client agrees that Client's request to Freelancer(s) create(s) a direct legal business relationship between Freelancer and Client.

6. Buzzzy's Obligations

1. Buzzzy, Inc. undertakes that the Buzzzy Services will comply in all material respects with the specifications set out in this Agreement and that they will be provided with reasonable detail and care with respect to the Platform.
2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance, which is caused by Client use of the Buzzzy Services contrary to

a. this Agreement; or

b. Buzzzy's instructions, or modification or alteration of the Buzzzy Services by any person other than Buzzzy

3. Buzzzy, Inc. has no obligation in relation to the services provided by the Freelancer(s). If the Freelancer Services does not conform with the terms and conditions agreed between the Client and the Freelancer(s) on the Request Form, Buzzzy, Inc. will not have the obligation to correct any such non-conformance, or have the obligation to provide Client with an alternative means of accomplishing the desired performance. In the event of a breach by Freelancer, remedy shall be the one available only against Freelancer by Law or the established on the Request Form.
4. Notwithstanding any term of this Agreement, Buzzzy, Inc.:

a. does not warrant that Client’s use of the Buzzzy Services will be uninterrupted or error-free; and

b. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Client acknowledges that the Buzzzy Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5. Buzzzy, Inc. warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. Client's Obligations

The Client shall:

a. provide Buzzzy, Inc with:

i. all necessary cooperation in relation to this Agreement; and

ii. all necessary access to such information as may be reasonably required by Buzzzy;

b. in order to provide the Buzzzy Services, it shall;

i. comply with all applicable laws and regulations with respect to its activities under this Agreement;

ii. carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner;

iii. use the Services in accordance with this Agreement and as set out in the Buzzzy Platform Terms and Conditions;

iv. obtain and maintain all necessary licenses, consents, and permissions necessary for Buzzzy, Inc., its contractors and agents to perform their obligations under this Agreement, including without limitation, the provision of the Buzzzy Services;

v. keep secure any password and/or login to ensure no unauthorized use of the Platform and notify Buzzzy, Inc. immediately on becoming aware of any unauthorized access or use of the Platform or any lost log in or password; and

vi. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Buzzzy’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

8. Charges and Payment

1. The Client shall pay the:

• Fees to Buzzzy, Inc. for the service as set out in the Request Form, subject to the terms of this Agreement, prior to the commencement of the Freelancer Service.
• Freelancer Service Fees will be escrowed by Buzzzy, Inc. until completion of the duties agreed between Client and Freelancer(s).
• Once Freelancer meets the specified requirements, Buzzzy, Inc. will transfer the Amounts set at the Request(s) Form to Freelancer with Client approval.
• Buzzzy Service Fee is fifteen percent (15%) of the total amount payable to the selected Freelancer(s).

2. Client agrees to pay all invoices in full, free of deduction, set off or counterclaim.
3. The Fees, and the Support Charges shall be paid without any withholding of any income tax or other taxes, charges or duties that may be imposed. If it is required by any applicable law to have withhold any part of any amount payable, Buzzzy shall at the time of payment withhold such amount.

Client located in Puerto Rico: The Fees and the Support Charges shall be paid without any withholding by the Treasury Dept of Puerto Rico (Hacienda) of the service rendered. Documentation for the non-retention provided by Hacienda will be available upon request.

4. Buzzzy, Inc. will send Client an invoice for the Buzzzy Services before the project begins.

• For per project basis, Client must make payment within 2 days of the invoice sent date.
• For recurring projects, Client must make payment every month from the Effective Date.

Client located in Puerto Rico: The Fees and the Support Charges shall be paid without any withholding by the Treasury Dept of Puerto Rico (Hacienda) of the service rendered. Documentation for the non-retention provided by Hacienda will be available upon request.

If Buzzzy, Inc. has not received payment within 2 days after invoice sent date, Buzzzy, Inc. could send a notice of service termination requiring payment in 24 hours. If no payment has been received after the conceded term on the notice, without prejudice to any other Buzzzy rights and remedies, Buzzzy, Inc. may disable Client’s password, account and access to all or part of the Services and Buzzzy, Inc. shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

5. All amounts and fees:

• shall be payable in the currency stated in the Request Form or if no currency is specified in the currency in which the Client pays (which shall be any of US dollars); and
• are exclusive of any value added tax or any other applicable sales tax, which shall be included in Buzzzy’s invoice(s) at the appropriate rate.

6. For recurring Clients, Buzzzy, Inc. shall, from time to time on notice to the Client, be entitled to increase the Buzzzy Service Fees at the beginning of a new service. If Client objects the adjustment, Client may provide Buzzzy, Inc. with 30 days' notice to terminate the Agreement, such termination notice must be given within 30 days of Client’s receipt of the price adjustment notice.

9. Buzzzy Terms and Conditions

1. This Agreement is to, and should be read in conjunction with the Buzzzy Platform Terms and Conditions. In case of a conflict, the terms of this Service Agreement shall take precedence.  

10. Proprietary Rights

1. The Client acknowledges and agrees that Buzzzy, Inc. and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated in this Agreement, this Agreement does not grant Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Buzzzy Services.
2. Client shall not do anything that infringes Buzzzy’s (or its licensors’) Intellectual Property Rights in the Buzzzy Services or any other materials provided by or on behalf of Buzzzy, Inc. under this Agreement.
3. Buzzzy, Inc. confirms that it has all the rights in relation to the Buzzzy Service that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. Confidentiality

1. Each party shall hold the other's Confidential Information in confidence and not make the other's “Confidential Information” available to any third party, unless otherwise stated in this Agreement, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
2. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

• is or becomes publicly known other than through any act or omission of the receiving party;
• was in the other party's lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• is independently developed by the receiving party, which independent development can be shown by written evidence.

A party may disclose “Confidential Information” to the extent such “Confidential Information” is required to be disclosed by Law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible, where notice of disclosure is not prohibited.

3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.  
4. Client acknowledges that details of the Buzzzy Services, and the results of any performance tests of the Buzzzy Services, constitute Buzzzy's Confidential Information.
5. Buzzzy, Inc. acknowledges that the Client Data is the Confidential Information of Client.
6. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

7. The above provisions of this Confidentiality clause shall survive termination of this Agreement, however arising.

12. Anti-Bribery

1. Each party shall comply with all other applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption.

13. Indemnity

1. Client shall defend Buzzzy, Inc., its shareholders, officers, directors and employees against any claim that the Buzzzy Services infringes any United States patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify Buzzzy, Inc. for any amounts awarded against Buzzzy, Inc. in judgment or settlement of such claims, provided that Buzzzy, Inc. provides reasonable cooperation to Client in the defense and settlement of such claim, at Client’s expense; and
2. In the defense or settlement of any claim, Buzzzy, Inc. may procure the right for Client to continue using the Services, replace or modify the Buzzzy Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement without any additional liability or obligation to pay liquidated damages or other additional costs to Client.
3. Furthermore, in no event shall Buzzzy, Inc., its employees, agents and subcontractors be liable to Client to the extent that the alleged infringement is based on:

a. a modification of the Buzzzy Service by anyone other than Buzzzy Inc; or

b. Client's use of the Buzzzy Service in a manner contrary to the instructions given to Client by Buzzzy or the terms of this Agreement; or

c. Client's use of the Buzzzy Service after notice of the alleged or actual infringement from Buzzzy or any appropriate authority.

14. Limitation of Liability

1. Except as expressly and specifically provided in this Agreement:

a. Buzzzy, Inc shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Buzzzy Inc by Client in connection with the Buzzzy Services, or any actions taken by Buzzzy Inc at Client’s direction;

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

c. the Platform is provided to the Client on an "as is" basis.

2. Subject to clause 14.1 and in connection with section 13.1, respectively Buzzzy, Inc. shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

15. Term and Termination

1. This Agreement shall start on the "Effective Date" and "End Date" shall continue one year from entered agreement.
2. Without affecting any other right or remedy available to it, Buzzzy, Inc. may terminate this Agreement with immediate effect if Client:

a. remains in non-monetary default, whether partial, substantial or total, and does not cure the described default in three (3) days after a written notice have been given;

b. fails to pay any amount due under this Agreement as established on section 8.4.

c. discriminates against or harasses on the basis of your race, national origin, religion, gender, gender identity, or expression, physical or mental disability, medical condition, marital status, age or sexual orientation.

d. interferes contractually with Freelancer(s) terminating the connection of a project and establishing a new one between the two.

e. fails to comply with Buzzzy’s Terms & Conditions, Acceptable Use Policy or Privacy Policy

f. engages in unlawful or fraudulent behavior.

g. contacts unsolicitedly Freelancer for their own purposes outside of Buzzzy’s Platform. This contact can be to solicit circumvention or for another reason.

h. transfers or sells the User account, password and/or identification, or any other User's Information to any other party.

i. posts, emails or otherwise transmits any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Buzzzy Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information.

j. forges headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted through the Buzzzy Platform.

k. “frame” or “mirrors” any part of the Buzzzy Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose.

l. modifies, adapts, translates, reverses engineer, deciphers, decompiles, or otherwise disassembles any portion of the Buzzzy Platform.

m. creates a false identity on Buzzzy Platform, misrepresents Buzzzy’s identity, creates a Buzzzy profile for anyone other than the person who represents Client, uses or attempts to use another user’s account or information;

Your profile information, including your description, skills, location, etc., while may be kept anonymous, must be accurate and complete and may not be misleading, illegal, offensive or otherwise harmful. Buzzzy, Inc. reserves the right to require users to go through a verification process in order to use the Site (whether by using ID, 2-factor authentication, phone, camera, etc.)

3. Client may terminate this contract with a previous written notification of thirty (30) days to Buzzzy, Inc., provided that Client has no current project with any of the Freelancers of the Buzzzy Platform and has paid all the Fees and charges related to the Buzzzy Platforms and/or the Projects requested.
4. Both parties may terminate this Agreement if they conclude it is in their mutual interest.
5. On termination of this Agreement for any reason:

a. any licenses granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services;

b. each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

c. Buzzzy, Inc. may destroy or otherwise dispose of any of the Client Data in its possession unless Buzzzy, Inc. receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to Client of the then most recent back-up of the Client Data. Buzzzy, Inc. shall use reasonable commercial endeavors to deliver the back-up to Client within 30 days of its receipt of such a written request, provided that Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Buzzzy, Inc. in returning Client Data.

16. Force Majeure

1. Buzzzy, Inc. shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Buzzzy, Inc. or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, provided that the Client is notified of such an event and its expected duration.

17. Variation

1. No variation or amendment of this Agreement or the Services shall be effective unless it is in writing and signed by both parties (or their authorized representatives, respectively).

18. Waiver

1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and Remedies

1. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Entire Agreement

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

21. Assignment

1. This Agreement is personal to the parties, neither of whom may assign any of its rights and/or obligations under this Agreement without the prior written consent of the other.

22. No Partnership or Agency

1. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other (except as otherwise stated in the Buzzzy Platform Terms and Conditions), or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Similarly, parties agree that this relationship does not constitute an employee/employer relationship, nor the benefits that arise from the employment legislation.

23. Third Party Rights

1. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

24. Notices

1. Any notice given under this Agreement shall be in writing and shall be effective upon delivery as follows: (a) if to Client, when sent via email to the email provided on the Request Form; and (b) if to Buzzzy, Inc., when sent via email to support@buzzzy.com, with copies to privacy@buzzzy.com. Any such notice, in either case, must specifically reference in the subject field that it is a notice given under this Agreement.

Notices shall be deemed delivered by email on the date the email was sent, provided that the e-mail is sent between 9:00am and 5:00pm on a working day in the US and no automatic reply is received by the sender. If delivered after 5:00pm, it shall be considered delivered the next business day.

25. Governing Law

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with US laws for federal jurisdiction and/or the Laws under the Commonwealth of Puerto Rico for state jurisdiction, as applicable.

26. Jurisdiction

1. Each party irrevocably agrees that the courts of Puerto Rico (State and/or Federal) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

27. Separability

1. In the event that any provision of this Contract is declared illegal, unconstitutional, immoral, contrary to the Public Order or in any way invalid by a competent court, the remaining clauses shall continue with full effect and force.

This Agreement has been entered into on the Effective Date.

Schedule 1

This Schedule sets out the Services offered by Buzzzy, Inc. on the terms of this Agreement.

Part 1 - Buzzzy Payment Facilitation

Where the Client has selected to use the Buzzzy Payment Facilitation service, Buzzzy, Inc. will make payments to the Freelancer(s) on behalf of the Client based on Agreements.

At the end of each calendar month or more frequently as may be agreed in writing with the Client, Buzzzy, Inc. will send a single invoice to the Client. The invoice will include:

• all approved Invoices within the Client’s ‘Organization’ (as defined in the Buzzzy Platform Terms and Conditions) and per project;
• the corresponding Buzzzy Fee for the Service; and
• any applicable Value Added Taxes (VAT)

Where Buzzzy, Inc. provides Payment Facilitation to Client, it will only pay Freelancer(s) once it has received funds from the Client of the total amount to cover the full invoice, including the Fees owed to Buzzzy, Inc., unless Buzzzy Credit is agreed between Buzzzy, Inc. and the Client.

The Client acknowledges that Buzzzy, Inc. engages the services of third-party payment providers to deliver the Payment Facilitation services. Buzzzy, Inc. does not pass on any costs and/or bank transaction charges incurred in processing payments by third parties, however, if there are intermediary bank charges these will be passed on to the Client.

Part 2 - Buzzzy Credit

Buzzzy Credit is only applicable if Buzzzy Payment Facilitation services have been agreed. Buzzzy Credit enables Client’s Freelancer(s) to be paid before Buzzzy has received funds from the Client. Buzzzy, Inc. will settle the invoiced amounts for the preceding month up to the monthly credit cap amount, which is set out in the Request Form.

Buzzzy, Inc. reserves the right to provide Buzzzy Credit service with the aid of external third-party providers in the form of Debt Factoring, or Invoice Discounting at an extra fee, which will be disclosed to the Client, and will be equal to the sum which Buzzzy, Inc. is charged by the credit provider.

Buzzzy, Inc. reserves the right to increase, decrease or close the Buzzzy, Inc. Credit facility for the Client at any time by providing 15 days written notice to notify of its intention to do so.

Schedule 2

Part 1 - Support

Dedicated customer support to answer questions regarding Platform functionality, general information and training. Support will be available through email only via support@buzzzy.com with working hours scheduled during weekdays from 09:00 am to 05:00 pm EST time.

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Dedicated technical support to address issues relating to specific company amendments/requests/customizations of forms. Support will be available through email only via support@buzzzy.com with working hours scheduled during weekdays from 09:00 am to 5:00 pm EST time.

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Support and issues relating to payments are to be addressed to your dedicated Account Manager via info@buzzzy.com for review.

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Support services are provided as part of the overall Agreement, free of charge, except for support requests relating to integrations and features which require development work, which are to be negotiated separately. These services are set out below under Configuration.

Part 2 - Hosting

Where possible we always try to give advance warning of maintenance issues that may result in Platform down time but we shall not be obliged to provide such notice. Buzzzy, Inc. is responsible to maintain and provide a high level of security and confidentiality of the Platform in accordance with the stated Privacy Policy and Buzzzy Platform Terms and Conditions.

Last updated: July 29, 2022

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