Project Agreement between client and freelancer relating to the Buzzzy Platform

Background

1. Both appearing parties have been admitted and are in good standing on the Buzzzy, Inc. Platform.
2. Client wishes to use Freelancer Services for its business operations as set out in this Agreement.
3. Freelancer wishes to, in consideration of their Service at client satisfaction, be compensated as set out in this Agreement.

Agreed Terms

1. Interpretation

a. The definitions and rules of interpretation in this clause apply in this Agreement.

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

c. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

d. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

e. 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. Details of the Services procured by the Client shall be set out in the Client Request(s) Form(s) which shall be agreed and signed by the Client and Freelancer. Each Request Form shall form part of this Agreement and shall be governed by the terms of this Agreement.
2. Buzzzy, Inc. will not perform, nor sub contract a third party to fulfill requirements entered by Client that have not been executed at its satisfaction by the Freelancer selected.
3. Project specifications:

• Brief Summary: Client sets forth on overall project details, and shares the purpose of the project, and what they are looking to accomplish. Freelancer takes this information as context for the overall project.
• Functionality: Client details how the project will function, such as requirements for certain tools, materials, software, or guidelines to follow. Freelancer must follow the Client request on how to execute the project.
• Definition of Done: Client details their expectations on what the project result shall be, sharing what they wanted handed to them at project completion. Client shall approve project(s) via the platform.
• Due Date: Client completion date detailed in the request form as expected date.

3. Buzzzy Relationship

1. Buzzzy, Inc. is acting in a service intermediary capacity and has no agency on the services provided by Freelancer(s). Parties expressly consent to the aforementioned. Client acknowledges that the Buzzzy Services enables and assists it to enter into contractual relations with Freelancer based on the answers provided by Client, and purchase products and services from Freelancer and that it does so solely at its own risk and on terms that it will agree with each Freelancer 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 the Client or to any third party) in relation to the performance of any contractual or statutory obligation of any Freelancer nor Client or for the tortious act(s) or omission(s) of any Freelancer or Client or any transactions completed, and any contract entered into by Client with any Freelancer. Any service contract entered into and any transaction completed is between Client and the relevant Freelancer, not Buzzzy, Inc.

2. Buzzzy, Inc shall not have the obligation to correct any such non-conformance, nor have the obligation to provide Client with an alternative means of accomplishing the desired performance.
3. Buzzzy Inc. shall not have the obligation to pay Freelancer for any project that has not been expressly approved by Client, provided that the funds are escrowed in a Buzzzy account until acceptance.

4. Freelancer General Obligations

1. Freelancer undertakes that it will comply in all material respects with the specifications set out in this Agreement and that they will be provided with reasonable skill and care.
2. Freelancer shall provide Freelancer with all necessary cooperation in relation to this Agreement;
3. Freelancer adheres to the due date when accepting a project.
4. Freelancer will communicate to Client scope of work and work plans to meet Client requirements.

5. Client General Obligations

1. Client shall provide Freelancer with:

i. pay in advance to Buzzzy, Inc. the total fee amount agreed with Freelancer and the corresponding Buzzzy Service Fee with respect to the Project in conjunction along any tax required by Law

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

iii. all necessary access to such information as may be reasonably required by Freelancer; reasonable specifications regarding project requirements and communicate them to Freelancer in a timely manner; project(s) approval via the platform and reception, when specifications have been satisfied.

6. Charges and Payments

1. Client shall pay the Fees to Buzzzy, Inc for the service as set out in the Request(s) Form(s) prior to the commencement of each Freelancer Service. Specifically, once Freelancer meets the specified requirements, Client shall pay:
2. If Buzzzy 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.

3. Fees related to Freelancer Services will be escrowed until completion of the duties agreed between Client and Contractor. In accordance with the Law, satisfaction of the charges and fees shall be considered a subrogation payment.
4. Buzzzy Service Fee is fifteen percent (15%) of the total amount payable to the selected Freelancer.
5. Buzzzy, Inc shall invoice the Client at the start of each month, or more frequently, as agreed between the Client and Buzzzy, Inc., for all Fees, Support Charges due in respect of the period elapsed since the last invoice. The Client agrees to pay all invoices in full, free of deduction, set off or counterclaim.
6. 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 withhold any part of any amount payable, Buzzzy, Inc. 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 Department of Puerto Rico (Hacienda) of the service rendered. Documentation for the non-retention provided by Hacienda will be available upon request.

7. All amounts and fees:

a. shall be payable in the currency stated in the Request Form or if no currency is specified it shall be in US dollars; and

b. 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.

8. 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 corresponds only to Client.

7. Parties Obligations

Confidentliality

1. Parties agree 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.

Each party shall protect the other confidential information by limiting the collection, retention, use, disclosure, and processing of confidential information. Each party will take all necessary steps to protect the other’s confidential information, being as diligent as possible. Each party will alert the other immediately should a potential or actual security breach be identified.

2. Please refer to the Definitions section for the meaning of “Confidential Information”.
3. 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:

a. is or becomes publicly known other than through any act or omission of the receiving party;

b. was in the other party's lawful possession before the disclosure;

c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

d. 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.

4. Each party will comply with all applicable information security and privacy laws and regulations when personal information is collected, stored, processed, transmitted, and shared.
5. The above provisions of this Confidentiality clause shall survive termination of this Agreement, however arising.

8. Termination

1. Both parties may terminate this Agreement if they conclude it is in their mutual interest.
2. 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. 

9. Force Majeure

1. Parties shall have no liability to the each other 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, 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 Party who claims the “force majeure” notifies the other one of such event and its expected duration.

10. Variation

1. No variation nor amendment of this Agreement or the Services shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

11. 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.

12. 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.

13. Hold Harmless

1. Each Party, at all times, shall hold harmless, defend and indemnify Buzzzy, Inc. for any claim, whether contractual or extracontractual, that arises from any breach, non conformance, misconduct, error(s) and/or omission(s).
2. Each Party shall defend and hold harmless Buzzzy, Inc., its shareholders, officers, directors and employees against any claim, and shall indemnify Buzzzy for any amounts awarded against Buzzzy, Inc. in judgment or settlement of such claims, provided that Buzzzy, Inc. provides reasonable cooperation to the Party in the defense and settlement of such claim, at Party's expense.

14. Limitation of Liability

1. Subject to 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. 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.

16. Assignment

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

17. 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), and neither party shall have the authority to act in the name or on behalf of 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).

18. Third Party Rights  

1. Except as expressly disposed herein, this Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors).

19. 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 Freelancer, when sent via email to the email provided on the Request Form. 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.

20. 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.

21. 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).

22. Separability

1. In the event that any provision of this Agreement 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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