Last revised: Saturday 18th April, 2015
This User Agreement (this “Agreement”) explains the terms under which you are allowed to use the Mostaqqel.com website and any web or mobile services or applications (collectively, the “Site”) offered by Mostaqqel, Inc. (“Mostaqqel”). Your use of the Site after the effective date this agreement was posted on Mostaqqel will signify that you have read, understand, accept, agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless a later date is otherwise stated. Please check the Site often for updates. Capitalized terms not defined in this Agreement (including Section 20 below titled, “Definitions”) have the meanings given those terms on the Site.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL OR CLASS ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION AS DESCRIBED IN SECTION 16 BELOW.
The Site is a channel where our Members use both our marketplace and our platform for online work. Clients and Freelancers become Members when they open Mostaqqel Accounts pursuant to the Account Agreement. As Members, they use the Site directory and job board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Job terms, and enter into Member Contracts between each other. Once two Members enter a Member Contract, they use the Site to collaborate, manage, and deliver their work.
Relationship between Client and Freelancer
Client and Freelancer acknowledge and agree that when Freelancer accepts a Job awarded by Client, Client and Freelancer will be deemed to have entered into a “Member Contract” comprising the following agreements: (1) those Relationship Agreements applicable to their Job as described in the next subsection titled “Relationship Agreements”; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Job terms awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) any other contractual provisions accepted by both Client and Freelancer and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms. Relationship Agreements
The following parts of the Terms of Service are called “Relationship Agreements” as follows: Independent Contractor Relationships
If a Client and a Freelancer enter an independent contractor relationship, then the Independent Contractor Services Agreement applies.
Relationship with Mostaqqel
Mostaqqel is not a party to Jobs
Mostaqqel is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection contracting, performance of Freelancer Services and payment for a Job. Mostaqqel does not introduce Freelancers to Clients or help Freelancers find Jobs. Mostaqqel merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Mostaqqel may sort proposals to enable Clients to more easily navigate and choose which Freelancers to contact.
Mostaqqel does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Freelancer Services, the truth or accuracy of Job listings, the qualifications, background, or identities of Members, the ability of Freelancers to deliver Freelancer Services, the ability of Clients to pay for Freelancer Services, or that a Client or Freelancer can or will actually complete a transaction.
Mostaqqel is not required to and may not verify any information given to us by Freelancers or Clients, nor does Mostaqqel perform background checks on Freelancers or Clients.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT MOSTAQQEL MAY PROVIDE INFORMATION ABOUT A FREELANCER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT FREELANCER OR CLIENT SUBMITS TO MOSTAQQEL, AND MOSTAQQEL PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT OR RECOMMENDATION BY MOSTAQQEL.
Third-Party Beneficiary of Member Contract
Client and Freelancer acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Member Contract. Client and Freelancer therefore appoint Mostaqqel as a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Mostaqqel by the Member Contract. Client and Freelancer further agree that Mostaqqel has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Mostaqqel in our sole discretion deems necessary. No Agency, Partnership or Joint Venture
This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Mostaqqel, except and solely to the extent expressly stated in the Terms of Service. Records of Compliance
Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Mostaqqel upon request. Nothing in this subsection shall be construed as requiring Mostaqqel to supervise or monitor Freelancer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.
Mostaqqel does not introduce Clients to Freelancers and does not help Freelancers find Jobs. Mostaqqel merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Mostaqqel might introduce a service fee for creating, hosting, maintaining, and providing the Site Services.
Subject to and conditioned on compliance with this Agreement and the other Terms of Service and Site Policies, Mostaqqel grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Mostaqqel. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Mostaqqel or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Mostaqqel. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Mostaqqel. Mostaqqel and our licensors retain all of their right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. Mostaqqel’s logos and name are trademarks of Mostaqqel and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Mostaqqel’s or any third party’s Intellectual Property Rights, whether by estoppel, implication or otherwise.
User Content License
When you post User Content on the Site, you represent and warrant that you have the right, power and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant and covenant that you are the owner of all the copyright rights to such User Content and that Mostaqqel may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
You retain all your ownership rights in any User Content you post on Mostaqqel. You also grant to Mostaqqel and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Mostaqqel’s (and our successors’ and Affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service.
Notwithstanding the foregoing paragraph, Mostaqqel will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you.
The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Mostaqqel and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Mostaqqel under any fiduciary or other obligation, that your Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Mostaqqel does not waive any rights to use similar or related ideas known or developed by Mostaqqel or obtained from sources other than you.
Unauthorised Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Mostaqqel and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including without limitation features that prevent or restrict use or copying of any content or
enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorised by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or to the Site or the Site software, that is designed to cause to cease functioning, disrupt, disable, harm or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system or network of Mostaqqel or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy.
Certain Disclaimers, Limitations and Exclusions
You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Mostaqqel’s part to store, backup, retain, or grant access to any information or data for any period. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
Mostaqqel is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
- your use of or your inability to use our Site or Site Services; delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- Damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of job postings, freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
Limitation of Liability
IN THE EVENT OF A DISPUTE BETWEEN YOU AND MOSTAQQEL AND/OR AN AFFILIATE, NEITHER YOU NOR MOSTAQQEL, OUR AFFILIATES, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF MOSTAQQEL, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) $1,000; OR (B) ANY FEES RETAINED BY MOSTAQQEL WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTY AS A CLIENT OR FREELANCER DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Mostaqqel is not a party to any contract between Client and Freelancer, you hereby release Mostaqqel, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members are discussed below in Section16. YOU HEREBY WAIVE ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” This release will not apply to a claim that Mostaqqel failed to meet an Mostaqqel obligation under this Agreement and the other Terms of Service.
You agree to defend, hold harmless and indemnify Mostaqqel, our Affiliates, and our respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages or other liabilities (including reasonable attorneys’ fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, including : (a) any payment obligations incurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, including by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, including financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement; (vi) obligations to a Freelancer, including payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this User Agreement and the Terms of Service, including but not limited to all costs incurred in conjunction with any interpleader which EEC may enter into ; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification shall not extend to the gross negligence or wilful misconduct of an Indemnified Party.
Term; Termination and Suspension
This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Mostaqqel agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. Mostaqqel will continue to perform those services necessary to complete any open Job or related transaction between you and another Member; and without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Mostaqqel from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site Policies necessary to implement the foregoing survive termination of this Agreement for any reason. Any termination of an Account will automatically lead to the termination of all related Team Accounts, and upon any termination of a Team Account, Mostaqqel may terminate any or all related Accounts and Team Member Accounts. Without limiting Mostaqqel’s other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your User access, Account or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, other parts of the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Mostaqqel or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Mostaqqel’s prior written consent. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. We will notify you if we cancel your Account, unless we believe, in our sole judgment, that giving notice might cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if applicable law requires such notification. You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IF MOSTAQQEL SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, MOSTAQQEL HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION. When your Account is terminated for any reason, you will no longer have access to data, messages, files and other material you keep on the Site. If practicable, Mostaqqel will retain this information along with all your previous posts and proposals for a period of one year from the date of termination, to give you ample time to institute an appeal our decision. If you appeal our decision through that process within one year, Mostaqqel will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Mostaqqel may delete your information including data, messages, files and other material you keep on the Site.
Notices and Communications
Communications from Mostaqqel to you
By visiting or using the Site, you are deemed to have executed this Agreement electronically, effective on the date you visit the Site. Visiting the Site constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement. Unless you otherwise indicate in writing to Customer Support, Mostaqqel and Affiliates will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Mostaqqel sends it to the email address you have provided to Mostaqqel on the Site or when Mostaqqel posts such communication on the Site. You must keep your email address updated on the Site, and you must regularly check the Site for postings. Without limiting Mostaqqel’s other rights under this Agreement, if you fail to respond to an email message from Mostaqqel regarding a violation, dispute or complaint within two Business Days, Mostaqqel has the right to terminate or suspend, in our sole discretion, your Job or your Account.
Communications from you to Mostaqqel
All notices to Mostaqqel or Affiliates intended to have a legal effect must be in writing and delivered either (i) in person; (ii) by a means evidenced by a delivery receipt, to the following address: Mostaqqel,Ltd., 28 Falaki Street, Downtown Cairo, Egypt . or (iii) in writing via email to email@example.com. All such notices are deemed effective upon documented receipt by Mostaqqel.
Mostaqqel, located at 28 Falaki Street, Downtown Cairo, Egypt, is the provider of the electronic commercial service on the Site. Members are notified, via the Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Mostaqqel to resolve a complaint regarding any aspect of service relating to the Site by writing to the attention of Customer Support at the above address, or contact us through Customer Support.
To report a violation of the Terms of Service, or if you have questions or need assistance, please contact Customer Support at:
Web Support: http://help.mostaqqel.com
Online Help Topics: http://help.mostaqqel.com
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