Freelancer Service Agreement

Background

1. Freelancer wishes to provide its Freelancer Services in the Buzzzy Platform.
2. Buzzzy offers Freelancer the benefits to be admitted in the Buzzzy Platform, subject to requirements, to make them more visible to projects.
3. Buzzzy agrees to connect Freelancer to Buzzzy’s Client if Freelancer meets the Platforms requirements and is selected by Client, based on responses given to Buzzzzy on the Platform.
4. Freelancer agrees to make a Contract with Buzzzy’s Client and execute the project as approved by them.

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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.

2. The Service

1. Buzzzy, Inc. shall, during the term of this Agreement, provide the Buzzzy Service to Freelancer, 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 sum, Buzzzy Service shall be limited to Freelancer for:

• Buzzzy Hosting
• Buzzzy Support

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

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing 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 Freelancer, to disable the Freelancer’s access to the Platform if Freelancer breaches the provisions of this clause and consequently, terminate this Agreement.

5. Except to the extent expressly permitted under this Agreement, Freelancer 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 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 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. Freelancer 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 Freelancer only, and shall not be considered granted to any subsidiary or holding company of Freelancer, given Freelancer is a corporate entity.
8. For the avoidance of doubt, use of the Buzzzy Services shall be only by authorized user and not used by third parties. Freelancer 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 Support service that Buzzzy, Inc. provides to Freelancer are set out in Part 1 of Schedule 1 (Support and Hosting).
2. Details of the Hosting service that Buzzzy, Inc. provides (including uptime) to Freelancer are set out in Part 2 of Schedule 1 (Support and Hosting).
3. Buzzzy, Inc. shall not have the obligation to satisfy, nor sub contract a third party to fulfill obligations assumed by Freelancer with respect to Client in the Request Form.

Freelancer acknowledges and agrees that Buzzzy, Inc. is a Platform that does not have any responsibility for Freelancer’s agreed obligations with respect to Client.

4. Contractor Data

1. Freelancer shall own all rights, title and interest in and to all of the Freelancer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Freelancer Data.
2. Buzzzy, Inc. shall follow its archiving procedures for Freelancer Data as set out in the Privacy Policy as such document may be amended by Buzzzy, Inc. from time to time. In the event of any loss or damage to Freelancer Data, the Freelancer’s sole and exclusive remedy shall be for Buzzzy, Inc. to use reasonable commercial endeavors to restore the lost or damaged Freelancer Data from the latest back-up of such Freelancer 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 Freelancer Data caused by any third party.
3. Buzzzy, Inc. shall, in providing the Buzzzy Service, comply with its Privacy Policy relating to the privacy and security of the Freelancer Data, as amended by Buzzzy, Inc. from time to time.
4. If Buzzzy, Inc. processes any personal data on Freelancer's behalf when performing its obligations under this Agreement, Freelancer 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:

• 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;
• Freelancer shall ensure that 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 Freelancer’s behalf, including without limitation capturing the relevant consents where applicable; and
• each party 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:

• process that personal data only on the written instructions of Freelancer in order to facilitate Freelancer’s use of the Services;
• 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;
• ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
• assist Freelancer, at Freelancer’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;
• notify Freelancer, without undue delay, on becoming aware of a personal data breach;
• at the written direction of Freelancer, delete or return personal data and copies thereof to the Freelancer on termination of the Agreement unless required by law to store the personal data; and
• maintain accurate records and information to demonstrate its compliance with this clause and make such records available to Freelancer upon reasonable request.

6. Freelancer 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 third-party processors.

5. Client

1. Buzzzy, Inc. is acting in a service intermediary capacity and does not have any input or intervention on the substantive request(s) and its corresponding details made by Client (ex.: details of the project) on the Request(s) Form(s). Freelancer(s) expressly consent(s) to the aforementioned. Freelancer acknowledges that the Buzzzy Services enables and assists it to enter into contractual relations with Client based on the answers provided by the latter, to sell products and services to Clients and that it does so solely at its own risk and on terms that it will agree with each 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 the Freelancer or to any third party) in relation to the performance of any contractual or statutory obligation of any Freelancer or for the tortious act(s) or omission(s) of any Freelancer or any transactions completed, and any contract entered into by the Freelancer with any Client. Freelancer agrees that the Freelancer Services for Client create 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.
2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by Freelancer use of the Buzzzy Services contrary to

• this Agreement or
• Buzzzy's instructions, or modification or alteration of the Buzzzy Services by any person other than Buzzzy, Inc.

3. For the avoidance of doubt, use of the Buzzzy Services shall be only by authorized user and not use by third parties. Freelancer shall remain liable for any acts and omissions of its employees, staff clients, contractors, consultants, suppliers, including any Manager’s use of the Platform.
4. Notwithstanding any term of this Agreement, Buzzzy, Inc.:

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

1. Freelancer shall:

• 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, Inc.;. all necessary cooperation in relation to this Agreement; and

• in order to provide the Services, it shall;

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

ii. carry out all other Freelancer 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 shall maintain all necessary licenses, consents, and permissions necessary for Buzzzy, Inc.;

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

• 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 Freelancer's network connections or telecommunications links or caused by the internet.

2. In order to keep being admitted onto the Platform, Freelancer agrees to use his best efforts in providing services under the terms of this Agreement to Client. Client will evaluate Freelancer’s performance on a ranking system on the Platform, if the ranking is equal or lower than 4.2 average rating, Buzzzy, Inc., at its discretion, shall terminate the Freelancer Services and this Agreement.
3. Freelancer will ensure that products and services meet quality standards in order to be in good standing on the Platform. Freelancer should make every effort to procure goods and services for Client in a responsible manner in order to be in good standing on the Platform.
4. Due to the individual requirements and admission to the Platform, Freelancer is being engaged to perform personal services within his asserted areas of professional expertise, and shall not delegate or subcontract any portion of the services to be performed to Client.

8. Charges and Payment

1. Once the total payment and approval has been received from Client, Buzzzy, Inc. shall pay Freelancers, through a third party, the Freelancer Service Fee in consideration for their service,
2. If Buzzzy, Inc. has not received payment, Freelancer should not begin work until such action is completed by Client. Freelancer is notified work can begin when the project appears on their dashboard. Any work completed prior to payment made will not be paid, as an agreement has not been executed by Client.
3. The Freelancers Service Fee, the Buzzzy Fee shall be paid without deduction or 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, Inc. shall at the time of payment withhold such amount.
4. All amounts and fees:

• shall be paid once the Client approves by stating the project status is “Done” or next recurring payment is made;
• shall be paid in the US dollar currency; and
• are exclusive of any value added tax or any other applicable sales tax, which shall be added to Buzzzy's invoice(s) at the appropriate rate.

Freelancer located in Puerto Rico: Documentation for the non-retention from Treasury Dept of Puerto Rico (Hacienda) shall be provided upon request to avoid any withholding for rendered services. Otherwise, Buzzzy can withhold up to 10% of funds to be paid to the Treasury Dept of Puerto Rico (Hacienda).

5. Buzzzy, Inc. will report all income to Freelancer on IRS Form 1099.

For Puerto Rico Freelancers: Buzzzy will report income to Freelancer on Hacienda 480 form.

6. Buzzzy, Inc. shall not have any obligation whatsoever to compensate Freelancer for being admitted onto the Platform. Freelancer acknowledges that the obligation to pay for their services in any project belongs to Client.
7. In the event Client requests, and Freelancer performs services for Client during the Project, in excess of the scope of work, Buzzzy, Inc. shall not be responsible for payment if not agreed upon by all parties. Scope of work should be followed based on the initial Request Form, as reviewed.

Similarly, Freelancer is not compelled to perform unused hours during any month being carried forward to any subsequent month. If performed, it is at a Freelancer’s discretion.

8. Freelancer shall be responsible for furnishing, at his expense, all equipment and supplies necessary for the provision of his or his services hereunder.

9. Conflicts of Interest and Ethical Conduct

1. Freelancer will comply at all times with this Agreement.
2. Freelancer agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of Buzzzy’s employees or independent contractors during the term of this Agreement.
3. Freelancer agrees to refrain from any solicitation or recruitment (directly or indirectly) of any Buzzzy Client during the term of this Agreement.
4. Freelancers will not engage in any misleading or deceptive practices, such as misrepresenting their products, services, and prices or those of Buzzzy, Inc. and its contractors.
5. Freelancers are expected to provide reasonable assistance to and will cooperate with any investigation or audit by Buzzzy, Inc., including of an alleged or suspected violation of this Agreement. Freelancers will provide Buzzzy, Inc. reasonable access to all documentation concerning Freelancers’s compliance with this Agreement, as well as with the laws applicable to any work conducted by Freelancer.
6. Freelancer are encouraged to communicate this Agreement with all parties who conduct business with Buzzzy, Inc. or work on a Buzzzy account. Freelancer is encouraged to contact their primary Buzzzy contact to resolve any business or compliance concerns. Freelancer and other stakeholders may also report suspected violations of this Agreement or violations by a Buzzzy team member anonymously and/or confidentially via the privacy@buzzzy.com.
7. Freelancer will follow anti-corruption laws, Freelancer will not tolerate, enable, or engage in any form of corruption, extortion, embezzlement, or bribery, either directly or indirectly. Freelancer that serve government customers or government-owned entities will comply with all laws, regulations, and contract clauses relating to the acquisition or sale of goods and services.
8. Freelancer will not offer or provide extravagant gifts or entertainment to anyone acting on behalf of or as a representative of Buzzzy, Inc. Though every situation is distinct, “extravagant” generally includes any good or benefit. When offering a gift or entertainment to a Buzzzy, Inc. representative, Freelancer should use their best judgment, consult with the Buzzzy, Inc. representative to ensure that it complies with Buzzzy’s gift policy, and ensure that it complies with applicable laws and is consistent with local customs.
9. Freelancer will comply with applicable trade laws, including the trade restrictions of the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). Freelancer will not illegally import, export, or re-export Buzzzy products, including but not limited to software, intellectual property, and technical information.
10. Freelancer will maintain complete and accurate books and records relevant to their business with Buzzzy, Inc. This includes financial and business records regarding the sale of products or services to Buzzzy, Inc. and any other transactions with Buzzzy, Inc. Freelancer will not engage in false or misleading accounting practices, including but not limited to creating “slush funds,” cash accounts, unaccounted cash funds, or similar improper financial practices.

10. Confidentiality and Non-Disclosure

1. Freelancer agrees during the Term of this Agreement and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the “Confidential Information” to any other person or entity, or utilize any of the “Confidential Information” for any purpose, except in the course of services performed under this Agreement. Freelancer shall protect Buzzzy’s confidential information by limiting the collection, retention, use, disclosure, and processing of confidential information. Freelancer will take all necessary steps to protect Buzzzy’s confidential information, being as diligent as possible. Freelancer will alert Buzzzy, Inc. immediately should a potential or actual security breach be identified.
2. Please refer to the Definitions section for the meaning of “Confidential Information”.
3. All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the “Confidential Information” shall belong exclusively to Buzzzy, Inc., and Freelancer agrees to return the originals and all copies of such materials in his possession, custody or control to Buzzzy, Inc. upon request or upon termination or expiration of the Term of this Agreement.
4. Freelancer may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Buzzzy'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 Freelancer 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.

5. Freelancer 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.
6. Freelancer agrees that Buzzzy will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief.
7. Freelancer will comply with all applicable information security and privacy laws and regulations when personal information is collected, stored, processed, transmitted, and shared. Freelancer will commit to meeting the reasonable privacy expectations of Buzzzy, Inc. and will use only information technology and software that has been legitimately acquired and licensed.

11. Representations and Warranties  

1. Freelancer hereby represents and warrants that, as of the date hereof and continuing throughout the term of this Agreement, he is not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the services contemplated in the Request(s) Form(s), as applicable.

2. To the extent consistent with this Agreement, all representations, warranties and post-termination obligations contained in this Agreement shall survive the expiration of the Term, or the termination, of this Agreement.

12. Freelancer Relationship

1. Buzzzy, Inc. and Freelancer each expressly agree and understand that Freelancer shall not be considered a Buzzzy employee for any purpose. Freelancer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, uniform, wrongful termination compensation or other benefits and/or rights provided by Buzzzy, Inc. or Law to its employees. Freelancer is exclusively responsible for all Social Security, self-employment, and income taxes, disability insurance, workers’ compensation insurance, any other statutory benefits, and all fees and licenses, if any, required for the performance of the services hereunder. Immediately upon entering into this Agreement, Freelancer agrees to provide Buzzzy, Inc. with a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification.

Freelancer understands and agrees that he is solely responsible for all income and/or other tax obligations, if any, including but not limited to all reporting and payment obligations, if any, which may arise as a consequence of any payment under this Agreement. Freelancer agrees to indemnify Buzzzy, Inc. for any claims or obligations asserted to the contrary by Freelancer.

a. For United States Freelancers: Freelancers shall be responsible to formalize a Workers Compensation policy consistent with Freelancer State Law.

b. For Puerto Rico Freelancers: Freelancers shall be responsible to formalize a policy on the State Insurance Fund Corporation (CFSE). Freelancer shall be in compliance with PR Law 90 of 2020, PR Law 17 of 1988, PR Law 217 of 2006 and their corresponding protocols.

13. Anti-Bribery

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

14. Indemnity

1. Freelancer, at all times, shall hold harmless, defend and indemnify Buzzzy, Inc. for any claim, whether contractual or extracontractual, that arises from Client’s breach, misconduct, error(s) and/or omission(s) and any other cause of action.

2. Freelancer shall defend and hold harmless Buzzzy, Inc., its shareholders, officers, directors and employees against any claim , 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 Freelancer in the defense and settlement of such claim, at Freelancer’s expense; and
3. In the defense or settlement of any claim, Buzzzy, Inc. may procure the right for Freelancer to continue using the Buzzzy 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 Freelancer.

Furthermore, in no event shall Buzzzy, Inc, its employees, agents and subcontractors be liable to Freelancer to the extent that the alleged infringement is based on:

• a modification of the Buzzzy Service by anyone other than Buzzzy, Inc.; or
• Freelancer's use of the Buzzzy Service in a manner contrary to the instructions given to the Freelancer by Buzzzy, Inc. or the terms of this Agreement; or
• Freelancer's use of the Buzzzy Service after notice of the alleged or actual infringement from Buzzzy, Inc. or any appropriate authority.

Freelancer shall be responsible, during the totality of the Term of this Agreement and contingent to its validity, maintain an errors and omissions insurance policy or its equivalent.

15. Limitation of Liability

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

a. Freelancer assumes sole responsibility for performance provided to Client, and for conclusions drawn from such. 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 Freelancer in connection with the Services, or any actions taken by Buzzzy, Inc. at the Freelancer'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 Freelancer on an "as is" basis.

2. Subject to clause 15.1 and in connection with section 14.1, 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.

16. Term and Termination

1. This Agreement shall start on the Effective Date and shall conclude on the End Date until terminated by either party in accordance with this Agreement, unless otherwise stated in a Request Form.
2. Freelancer may terminate this contract with a previous written notification of thirty (30) days to Buzzzy, Inc., provided that Freelancer has no current project with any of the Clients of the Buzzzy Platform and has performed all requests by Client and they have been approved.
3. Without affecting any other right or remedy available to it, Buzzzy, Inc. may terminate this Agreement with immediate effect if Freelancer:

• remains in default of any provision of this Agreement, whether partial, substantial or total, and does not cure the described default in three (3) days after a written notice have been given;
• fails to pay any amount due in three (3) days after a written notice have been given;
• 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;
• interferes contractually with Client terminating the connection of a project and establishing a new one between Freelancer and Client
• fails to comply with Buzzzy’s Terms & Conditions, Acceptable Use Policy or Privacy Policy;
• engages in unlawful or fraudulent behavior;
• makes unsolicited contact for their own purposes outside of Buzzzy’s platform. This contact can be to solicit circumvention or for another reason;
• transfers or sells the User account, password and/or identification, or any other User's Information to any other party;
• 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;
• forges headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted through the Buzzzy Platform;
• “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;
• modifies, adapts, translates, reverses engineer, deciphers, decompiles, or otherwise disassembles any portion of the Buzzzy Platform;
• creates a false identity on Buzzzy, misrepresents Buzzzy’s identity, creates a Buzzzy profile for anyone other than the person who represents Freelancer, 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 reserves the right to require users to go through a verification process in order to use the Site (whether by using ID, phone, camera, etc.).

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:

• any licenses granted under this Agreement shall immediately terminate and the Freelancer shall immediately cease all use of the Services;
• 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;
• Buzzzy, Inc may destroy or otherwise dispose of any of the Freelancer Data in its possession unless Buzzzy, Inc. receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to Freelancer of the then most recent back-up of the Freelancer Data. Buzzzy shall use reasonable commercial endeavors to deliver the back-up to Freelancer within 30 days of its receipt of such a written request, provided that Freelancer has, at that time, paid all fees and charges outstanding and resulting from termination (whether or not due at the date of termination) and completed all requested work on the Buzzzy Platform. Freelancer shall pay all reasonable expenses incurred by Buzzzy, Inc. in returning Freelancer Data.

17. Force Majeure  

1. Buzzzy shall have no liability to Freelancer 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 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, provided that Freelancer is notified of such an event and its expected duration.

18. Variation

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

19. 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.

20. 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.

21. 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.

22. 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.

23. 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. Similarly, parties agree that this relationship does not constitute an employee/employer relationship, nor the benefits that arise from the employment legislation.

24. Third Party Rights

1. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement).

25. Notices

1. Any notice given under this Agreement shall be in writing and shall be effective upon delivery as follows: (a) if to Freelancer, when sent via email to the email provided on the Request Form; and (b) if to Buzzzy, 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.

26. 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.

27. 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).

28. 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 with jurisdiction, the remaining clauses shall continue with full effect and force.

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This Agreement has been entered into on the Effective Date.

Schedule 1 (Support & Hosting)

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

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.

Support will be available through email via support@buzzzy.com or dedicated Slack channel with working hours scheduled during weekdays from 09:00 am to 05:00 pm EST time.

Dedicated technical support to address issues relating to specific user 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.

Support and issues relating to payments are to be addressed to your dedicated Account Manager via info@buzzzy.com for review with working hours scheduled during weekdays from 09:00 am to 5:00 pm EST time.

Support services are provided as part of the overall Agreement, 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.

Last updated: July 29, 2022.

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