This 7assal User Agreement (the “Agreement”) is entered into by and between the company or individual specified during this online registration process (“User”) and 7assal, a Solution of PaySky Egypt., an Egyptian corporation with its principal place of business at, 41 Banafseg1 Cairo, Egypt ("7assal"). Capitalized terms are defined throughout the Agreement and in Section 14. The policies, terms and conditions below limit 7assal’s liability to you and allow 7assal to change, suspend or terminate your access to and use of the 7assal Platform. We urge you to carefully read the following terms and conditions. This Agreement may be modified at any time by 7assal without prior notice to or the consent of Users.
The terms Buyer and Provider for purposes of this agreement are used as terms of convenience and in a generic sense. These terms do not define the legal nature of the agreement and do not establish or limit the nature of the working relationship. Use of these terms should not be construed as an implication, admission or any indication of the type or nature of the Services rendered by Provider(s) or the relationship of the Provider to the Buyer.
Your access to and use of the 7assal Platform may also be governed by information and guidelines made available on the 7assal Website (the "Site"). To the extent that there are any conflicts between the terms, conditions or policies of this Agreement and the Site, the terms, conditions and policies of this Agreement will govern.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, BY USING THE 7ASSAL PLATFORM (INCLUDING ANY CONTENT PROVIDED THEREIN) OR YOUR 7ASSAL ACCOUNT, HAVING ANY FORM OF COMMUNICATION WITH A BUYER OR PROVIDER OR BY POSTING ANY TASKS VIA THE 7ASSAL PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE 7ASSAL PLATFORM. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO SAID BUSINESS.
1.1 Purpose of the 7assal Platform. The 7assal Platform is an online portal and website located at www.7assal.com (the “Site”) provided by PaySky where Users - a term to indicate either a Buyer or a Provider - may access and use the 7assal Resources to engage each other – Providers seeking to locate Buyers or Buyers seeking to engage the Services of Providers to provide Services. (collectively, the "7assal Platform"). In addition, payments for the Services facilitated through the 7assal Platform are rendered through the 7assal Platform. On the 7assal Platform, Buyers may post open Tasks to invite applications or proposals by Providers and Providers may post information about their capabilities and bid on Tasks.
1.2 Eligibility. The 7assal Platform is available only to legal entities/persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the 7assal Platform is not available to temporarily or indefinitely suspended Users. Users are not employees, agents or Providers of 7assal at any time and do not have the authority to enter into any contracts on behalf of 7assal, except as may otherwise be provided herein.
User agrees that he/she/it is not (a) a citizen of or reside in a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. sanctions or embargoes including without limitation Cuba, Iran, North Korea, Sudan and Syria; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations.
1.3 Role of Service Contracts and the Role of 7assal. If a Buyer accepts a Provider's bid for a Task, a services contract is formed directly between such Buyer and Provider subject to the terms specified in Section 3 (Service Contract Terms Between Buyer and Provider) and/or any other terms and conditions that Buyer and Provider may agree upon through the 7assal Platform ("Service Contract"). 7assal is not a party to any Service Contract between Buyers and Providers and 7assal itself does not deliver any Tasks or Work Product, nor does 7assal make any representations regarding the quality thereof, except as may be otherwise explicitly set forth by 7assal. Any agreement or attempted agreement between Buyer and Provider, in connection with a Service Contract, requiring that payment be made outside of the 7assal Platform shall constitute a material breach of this Agreement and be subject to the "Buy-Out" provision set forth in the Billing and Payments Policy below.
1.4 Acknowledgement of 7assal's Interest in Proper Performance of Service Contracts. User acknowledges and agrees that the reputation and goodwill of 7assal may be adversely affected if, as a Buyer or Provider, the User engages in violations of the Service Contract. 7assal has the right to take action, including legal action, against the User as 7assal, in its sole discretion, deems necessary to protect the interests of 7assal. 7assal reserves the right to place a financial hold on and reclaim funds available in the User's account in the event of a material breach of this Agreement. Nothing in this provision should be construed as providing 7assal with the right or obligation to supervise or monitor the actual Services performed by the Provider.
1.5 Payment of 7assal Fee. User agrees that 7assal shall be paid a fee (the "7assal Fee") for services and technology including but not limited to maintaining the 7assal Platform, providing online management resources, and/or managing payment between Users. The amount of such fee and the method of its payment are set forth below in Section 2 (7assal Policies).
2.1 7assal Fee. 7assal will charge a fee of the Buyer's payment and remit the remaining amount to the Provider.
2.2 General User Obligations. 7assal has created a marketplace to connect Buyers and Providers of Services using our systems and resources. 7assal is not a service company and does not manage individual Services or individual Providers or their work, in any manner. 7assal expects a consistent and high level of courtesy, respect and professionalism from all of its Users toward each other and reserves the right to expel any User from our network at any time. Users agree to use good judgment when posting information, comments, feedback or other content regarding other Users, 7assal or any other third party anywhere within the 7assal Platform. Users may be held legally responsible for damages suffered by other Users, 7assal or any third party as a result of legally actionable or defamatory comments, remarks or other information or content posted to the 7assal Platform. All Buyers and Providers are to comply with any policies which are incorporated into this Agreement by reference. These policies may be modified from time to time at 7assal's discretion and the current effective policy will be deemed to be part of this Agreement.
7assal is not legally responsible for any remarks, information or other content posted or made available on the 7assal Platform by any User or third party, even if such information or content is defamatory or otherwise legally actionable. 7assal is not responsible for and does not monitor or censor content for accuracy or reliability. However, 7assal reserves the right to remove or restrict access to any information or content posted or made available on the 7assal Platform if ordered to do so by a court or if 7assal considers such information or content to be in violation of this Agreement. Violation of the Agreement may result in suspension or termination.
2.3 Identity. All identity information associated with a 7assal User Account must be real and verifiable. Each User Account must be used by only one person, and each person is allowed to use only one User account. 7assal reserves the right to validate User information at any time, including but not limited to the verification of one or more official government or legal documents that confirm the User's identity. Failure to provide identity verification when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the 7assal password. User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on 7assal. User will not allow third parties to perform any action, including but not limited to, posting Tasks, bidding for or performing Services under the User's 7assal account
2.4.1 Posting a Task. All Tasks posted to 7assal must be in English and not contain any information enabling or requests for contact or payment outside of the 7assal Platform. Task postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Task postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Task postings of an adult or potentially offensive nature should notify potential readers in the title of the Task Posting.
2.4.2 Applying to a Task. All information provided in an application must be true, accurate and complete. 7assal reserves the right to verify any and all information provided on a User's profile or Task application. By applying to a Task, the User is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the Task posting.
2.5 Payment accounts. 7assal provides the payment service and requires you to use it to make all payments to 7assal and to make and accept payments from other Users in the purchase and sale of Services through the 7assal Platform. Each Provider must properly discharge and credit its Buyer for all payments 7assal receives through the payment service from such Buyers. Amounts transferred or stored in the payment service are not insured deposits. Solely for purposes of the payment service and not for any other Services available through the 7assal Platform, 7assal acts as your agent and not as a trustee or fiduciary with respect to such funds or payments. However, you understand and agree that 7assal will not hold funds delivered as payments to 7assal from Users in a separate account, but may commingle and deposit such funds with other funds to be paid to other Users and with funds of 7assal. In addition, you understand that such commingled funds could be used to pay other Users and by 7assal for general corporate purposes or otherwise, provided that 7assal will remain contractually obligated to make payment to you, as a Provider, for any purchases and sales of Services provided by you through the 7assal Platform. Except pursuant to the Hold On Funds Policy below, to the extent 7assal is obligated to make payment to you as a Service Provider, you will be an unsecured creditor of 7assal.
2.6 Charge-backs, cancellation of credit card and any other intentional non-payment. If Buyer instructs his bank or credit card company to issue a chargeback on any payment, cancels a credit card prior to a weekly billing charge or engages in any other intentional non-payment, it will be deemed a payment made in bad faith and a violation of the contract. All projects will be frozen, refunded or dealt with in a manner 7assal deems appropriate. Additionally, Buyer agrees that 7assal may pursue whatever legal means become necessary to secure repayment of the entire amount of the bad faith payment from the Buyer, including by offsetting any amounts due against any amounts held by 7assal in any Buyer account or that become due to Buyer from any other User. Buyer agrees to pay all 7assal costs in securing such payment, including collection agency costs and reasonable attorneys' fees.
2.7 Hold on funds. 7assal will make funds deposited in your account generally available for you to use or withdraw. 7assal reserves the right, at its sole discretion, to place a hold on funds for Buyer payments to clear or if 7assal suspects monies may be subject to charge back or if fraud is suspected. 7assal will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the 7assal payment guarantee shall be revoked and all monies in the account may be held and/or reclaimed, not just those from the Task(s) under investigation.
2.8 Ratings and Feedback. 7assal provides its feedback and rating system as a means through which Users can express their opinions publicly and 7assal does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability. You acknowledge and agree that the 7assal Platform will contain public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that 7assal may calculate a composite feedback number based on these individual ratings. You may be held legally responsible for damages suffered by other 7assal Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. 7assal is not legally responsible for any feedback or comments posted or made available on the 7assal Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. Any effort to falsify feedback, manipulate or coerce another User by threatening negative feedback or offering to sell or buy Services in exchange for feedback is in violation of this Agreement. 7assal reserves the right to delete ratings and feedback as it deems appropriate.
2.9 Privacy. By submitting personal information through the 7assal Platform, you expressly consent to the processing of your personal information according to this Privacy Policy. Your personal information may be processed by 7assal in the country where it was collected, as well as other countries (including the United States) where laws regarding processing of personal information may be less stringent than the laws in your country. 7assal reserves the right to use the general data (not personally identifiable) it obtains from Users' use of the system, including all statistical information. You acknowledge that such data belongs to 7assal and that 7assal shall have the right to use such general data as it determines in its sole discretion. 7assal may send you email communications including information that we may think may be of interest to you. We do not send any of your Personally Identifiable Information to our advertisers, and your Personally Identifiable Information will never be released to a third party without your express consent, with the exception of our credit card processing and payment partners where release is required to receive or make payments.
2.10.1 Security. We will use commercially reasonable methods to keep Personally Identifiable Information securely in our files and systems. Our Payment System is operated using secure Internet connections, including SSL (Secure Sockets Layer) encryption, to help protect your financial data.
2.10.2 Information gathered during registration. If you register to buy or sell Services using 7assal, we collect and store information that specifically identifies you or your account ("Personally Identifiable Information"). At this time, the most information you would be required to submit is information about your skills, abilities to perform service work, your first name, last name, password, address, city, state, zip/postal code, country and email address. Buyers wishing to pay for Services are also required to enter a valid credit card number and name as it appears on the credit card or other information such as bank routing and account numbers to facilitate ACH payments. We may, in the future, include other optional requests for information from you, to help us to tailor the site for you and deliver personalized information to you. We may supplement our information with additional information purchased from third parties for marketing purposes. Credit card information and any bank information will be transmitted via SSL encryption for your protection.
2.10.3 Use of Personally Identifiable Information. We use Personally Identifiable Information for our own internal purposes including contacting you via email to inform you about updates to the 7assal Platform and providing you with services and information relating to e-commerce transactions that you conduct on the site. We reserve the right to disclose your information as required by law. 7assal will never rent, sell or provide personally identifiable information to third parties unless required to provision a service explicitly requested and agreed to by the User. Any Personally Identifiable Information you agree to provide may be received by third party and could be stored and used by the party according to their privacy policy.
2.10.4 Links to other sites. 7assal is not responsible for the privacy practices or the content of any other web sites to which the site links or which link to the site. By clicking on a link, logo or other item, please note that you may no longer be on the 7assal Platform. To check what Internet location you are on, note the URL at the top and/or bottom of your browser. We encourage you to read the posted privacy statement of that web site whenever interacting with any site.
2.10.5 Automatically gathered information. 7assal automatically collects your browser type and browser software version to tailor the presentation of the 7assal Platform to your platform and to maintain a record of your activity on the site. 7assal uses cookies to enable Users to specify unique preferences and to track User trends and patterns. Users always have the option of disabling cookies via their browser preferences. If you disable cookies on your browser, please note that some parts of our site may not function as effectively or may be considerably slower. As an automatic process, our webserver software records a log file of IP addresses that access the 7assal Platform. We also collect IP address and other system information for purposes of statistical analysis and to maintain the trust and security of the 7assal Platform. We will not use IP addresses or other system information to identify a User unless we determine, in our sole discretion, that it is necessary to enforce compliance without various policies to protect our service, site, customers and others. Notwithstanding the foregoing, 7assal gathers only that information that is reasonably necessary for it to operate the 7assal Platform and otherwise conduct its business. 7assal uses commercially reasonable efforts to ensure that its collection of such relevant information does not interfere with the operation or security of your system.
2.10.6 Payment System. 7assal offers a payment system that allows Buyers and Providers to pay with a credit card or via other payment methods. If you make use of this service, 7assal will collect your credit card number and/or other entered financial institution information and will use that information to bill you any fees and/or to perform the billing operation on behalf of the Provider, including but not limited to the use and disclosure of such credit card number and information to third parties as necessary to complete such billing operation.
2.11 Enforcement of User Agreement and Policies. 7assal has the right, but not the obligation, to suspend or cancel your account if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting 7assal's other remedies, we may suspend or terminate your account, reclaim any available funds and refuse to provide any further access to the 7assal Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for 7assal. Once suspended or terminated, you MAY NOT continue to use the 7assal service under a different account or re-register under a new account. If you attempt to use the 7assal service under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User engages in actions or activities which circumvent the 7assal Platform or otherwise reduces fees owed 7assal under this Agreement, that User will be liable to 7assal for the fees due and may be subject to additional sanctions including, but not limited to, suspension or termination of your 7assal account. 7assal reserves the right to terminate any User for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your account will be canceled if the law requires such notification. When your membership is canceled, you may no longer have access to any parts of the 7assal Platform, including data, messages, files and other material you keep on 7assal. All intellectual property provided by Buyers for the purposes of completing Tasks will be returned immediately upon termination.
3.1 Service Contracts. User expressly acknowledges, agrees and understands that: (i) the 7assal Platform is merely a venue where Users may act as Buyers or Providers; (ii) 7assal is not a party to any Service Contracts between Buyers and Providers; (iii) User recognizes, acknowledges and agrees that he/she/it is not an employee of 7assal and that 7assal does not, in any way, supervise, direct, or control User's work or Services; (iv)7assal shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) 7assal has no control over Providers or over the Services promised or rendered by Providers; and, (vi) 7assal makes no representations as to the reliability, capability, or qualifications of any Provider or the quality, security or legality of any Service, and 7assal disclaims any and all liability relating thereto.
3.2 7assal Resources. 7assal and its licensors reserve all Proprietary Rights in and to the 7assal Resources. User may not use the 7assal Resources except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Without limiting the terms of Section 12.5, 7assal reserves the right to suspend or terminate User's access to the 7assal Platform and 7assal Resources at any time in its sole discretion, and to withdraw, expand and otherwise change the 7assal Platform and 7assal Resources (including the functionality of the 7assal Resources) at any time in 7assal's sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any "links" to the 7assal Resources, or "frame" or "mirror" any content contained on, or accessible through, the 7assal Resources, on any other server or internet-based device.
3.3 7assal's Compensation. 7assal is paid its fees for the maintenance of the 7assal Platform. All fees are non-refundable, whether or not Tasks were satisfactorily completed.
4.1 Formal Invoices and Taxes. 7assal shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Provider Fees. Instead, Provider shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Provider Fees and for issuing any invoices so required. Provider shall also be solely responsible for: (a) determining whether Provider or 7assal is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Provider Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or 7assal, as appropriate; and (b) determining whether 7assal is required by applicable law to withhold any amount of the Provider Fees, notifying 7assal of any such requirement and indemnifying 7assal (either by permitting 7assal to offset the relevant amount against a future payment of Provider Fees or by refunding to 7assal the relevant amount, at 7assal's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. 7assal shall have the right, but not the obligation, to audit and monitor Provider's compliance with applicable tax laws as required by this Section 5.1. Further, in the event of an audit of 7assal, Provider agrees to promptly cooperate with 7assal and provide copies of Provider's state and federal income tax returns, and other documents as may be reasonably requested for purposes of such audit.
4.2 Payment. Buyer hereby authorizes 7assal to run credit card authorizations on all credit cards provided by Buyer, to store credit card details as Buyer's method of payment for Services, and to charge Buyer's credit card (or any other form of payment authorized by 7assal or mutually agreed to between Buyer and 7assal).
5.1 Confidentiality. To the extent a Buyer or Provider provides Confidential Information to the other and/or to 7assal, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of 7assal, to any Buyer or Provider engaged in a Task; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Task (including, without limitation, the storage or transmission of Confidential Information on or through 7assal Resources for use by Provider).
5.2 Return. If and when Confidential Information is no longer needed for the performance of Services for the relevant Task, or at the Buyer's or Provider's written request (which may be made at any time at Buyer's or Provider's sole discretion), Buyer, Provider or 7assal (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Buyer, Provider and 7assal agree to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.
5.3 Publications. Without limiting Section 6.1 (Confidentiality), Buyer, Provider and 7assal shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a relevant Task.
7ASSAL MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, 7ASSAL RESOURCES, 7ASSAL PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 7ASSAL DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST 7ASSAL WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
IN NO EVENT WILL 7ASSAL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF 7ASSAL TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY 7ASSAL FEES RETAINED BY 7ASSAL WITH RESPECT TO TASKS ON WHICH USER WAS INVOLVED AS BUYER OR PROVIDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, 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 OF THEIR ESSENTIAL PURPOSE.
8.1 Proprietary Rights. Each User shall indemnify and hold harmless (on a monthly basis, as costs are incurred) 7assal and its subsidiaries, affiliates, officers, agents, employees, representatives and co-branders or other partners (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party. Providers warrant their work and agree that any open source modules used are allowable under the TOS of the open source module itself.
8.2 Indemnification by Buyer. Each Buyer shall indemnify and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Buyer's use of Services, including without limitation claims by or on behalf of any Provider for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Buyer and a Provider.
8.3 Indemnification by Provider. Each Provider shall indemnify and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Provider's provision of Services, or (ii) any Service Contract entered into between such Provider and a Buyer.
9.1 Term. The term of this Agreement commences on the Effective Date and continues in effect until for a period of one year unless terminated earlier in accordance with Section 9.2 below.
9.2 Termination. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, provided that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
9.3 Consequences of Termination. Termination shall not relieve Buyer of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Buyer following termination pursuant to Section 5.2 (Invoices to Buyer), and charged to Buyer's credit card or other form of payment pursuant to Section 5.3 (Payment). Subject to Section 4.4 (Dispute Resolution Policy), 7assal shall pay Provider, in accordance with the provisions of Section 5 (Fees and Payments), for all time recorded in the Time Logs incurred prior to the effective date of the termination. Entire payment shall become immediately due for Fixed price projects if terminated by Buyer for no reason.
9.4 Survival. Sections 4 through 14 of this Agreement shall survive any termination thereof.
Buyer and Provider each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to 7assal upon request. 7assal, or 7assal's advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Provider's operations and records to confirm compliance. Nothing in this provision should be construed as providing 7assal with the right or obligation to supervise or monitor the actual Services performed by Provider.
11.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In particular, this Agreement cancels and supersedes any 7assal Marketplace Agreement, 7assal Buyer Services Agreement, Freelancer Provider Services Agreement, and/or Affiliate Services Agreement that User might have previously entered into with 7assal ("Previous Agreements").
12.2 Rights and Obligations under Previous Agreements. As of the Transition Date, User shall have no rights against 7assal under Previous Agreements except that User remains entitled to any fees for Services which User has become entitled to receive from 7assal under the terms of such Previous Agreements and which 7assal has not remitted as of the Transition Date. 7assal remains entitled to payment on invoices for Tasks commenced under Previous Agreements with User. User's continued use of the 7assal Platform as a Buyer or Provider on or after the Transition Date shall be solely governed by the terms of this Agreement.
12.3 Ongoing Tasks. Failure by any Buyer to terminate any Task commenced under a Previous Agreement prior to the Transition Date ("Ongoing Task") constitutes an offer to the Provider under such Ongoing Tasks to continue the Ongoing Task under a Service Contract with the terms and conditions set forth in Section 3 (Service Contract Terms Between Buyer and Provider) or any other terms expressly agreed to by the Buyer and the Provider through the 7assal Platform ("Offer to Continue"). A Provider's continuation of work on any Ongoing Task on or after the Transition Date constitutes the Provider's acceptance of the Buyer's Offer to Continue such Ongoing Task.
12.4 Side Agreements. Section 12.1 notwithstanding, Buyers and Providers may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand 7assal's obligations or restrict 7assal's rights under this Agreement.
12.5 No Violation of Non-Solicitation Provisions. Under no circumstances shall participation in and interaction with other Users exclusively through the 7assal Platform be viewed as a prohibited solicitation under the terms of any Previous Agreement. Without limiting the generality of Section 12.1, any non-solicitation and/or no-hire clauses under Previous Agreements are cancelled.
13.1 No Employment Relationship. User acknowledges and agrees that by entering into this Agreement with 7assal, it does not create, establish or otherwise constitute an employment relationship or agreement with 7assal.
13.2 Limited Privacy. User acknowledges and understands that any Work Product, Time Logs, workstation images and any other information (including the terms of this Agreement) that User provides or makes available on the 7assal Platform as a Provider may be made available to Buyers and others in accordance with 7assal's Privacy policies above.
13.3 Compliance. User shall not violate any laws or third party rights on or related to the 7assal Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.
13.4 Notices: Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the 7assal Platform. Notices hereunder shall be invalid unless made in writing and given (a) by 7assal via email (in each case to the address that you provide), (b) a posting on the 7assal Site or (c) by you via email to support@7assal.com or to such other addresses as 7assal may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
13.5 Modifications. 7assal reserves the right in its sole discretion to amend this Agreement without advance notice. Modifications to this Agreement will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. Subject to Section 10, if any modification is not acceptable to you, your only recourse is to cease using the 7assal Platform. By continuing to use the 7assal Platform after 7assal has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.
13.6 Dates and Timelines. All references to days shall be to business days (Sunday to Thursday, EET, excluding bank holidays), except as expressly noted otherwise.
13.7 No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
13.8 Assignability. User may not assign this Agreement, or any of its rights or obligations hereunder, without 7assal's prior written consent in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 13.8, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). 7assal may freely assign this Agreement without consent of User. For the purposes of this Agreement an assignment will be deemed a "Change of Control." Any attempted assignment or transfer in violation of this Section will be null and void. A "Change of Control" means (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
13.9 No Third Party Beneficiary Rights. Except as specified in Section 3 (Service Contract Terms Between Buyer and Provider), this Agreement shall: (a) create rights and obligations only between 7assal and each individual User that accepts this Agreement; and (b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no user shall be entitled to enforce the terms of this Agreement as they apply between 7assal and another user.
13.10 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
13.11 Choice of Law. With the exception of non-compete agreements entered into by and between Buyers and Providers (see Section 2.14), this Agreement and any controversy, dispute or claim arising out of or relating to this Agreement ("Claims") shall be governed by and construed in accordance with the laws of the Arab Republic of Egypt.
13.12 Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.