Terms of Service Agreement

Updated June 29, 2017

Welcome to archiparti!­­­

Thank you for thinking of us for your next project. We know you can’t wait to get going, but before we get started we need to go through a few important points.

Accepting the archiparti Terms & Conditions

This Terms of Service Agreement with archiparti (“Agreement”) constitutes a legally binding contract between archiparti International Limited, a Hong Kong Company (“archiparti,” “we,” “us,” “our”) and you (“Member”, “Members”, which include Project Owners and Service Providers.) with respect to your use of the archiparti website, archiparti applications for mobile devices, and the Information, Tools and Services as defined below (collectively, the “Platform”). It is important that you carefully read and understand the terms and conditions of this Agreement. By using the Platform, you agree to be bound by this Agreement.

We reserve the right at any time, with or without cause, to:

• change the terms and conditions of this Agreement;
• change the Platform, including but not limited to eliminating or discontinuing any Information or Services or any other feature of the Website; and/or
• deny or terminate your use of and/or access to the Platform.

Any changes we make will be effective immediately upon our making of such changes available on the Platform or otherwise providing notice thereof. You agree that your continued use of the Platform after such changes constitutes your acceptance of such changes presently and in future changes implemented in and by the Website. and that registration to the archiparti Platform via email address automatically confirms your agreement to receive archiparti emails and of the archiparti Terms of Service. You hereby acknowledge that you have carefully read all and agree to all of the terms and conditions of our Privacy Policy (http://archiparti.co/privacy-policy/) and Terms of Service Agreement (http://archiparti.co/terms-of-service/). If you do not agree to these terms and conditions, please do not use the archiparti Platform, Website or any of the Information, Tools or Services provided by archiparti. Be sure to return to this page periodically to ensure your familiarity with the most current version of this Agreement.

The archiparti Platform

archiparti has created a marketplace to connect Project Owners and Service Providers using the archiparti Platform. archiparti has also created a Platform that enables Service Providers to ease project management, logistics and the like through archiparti Information, Tools and Services. archiparti Services, which include all the self help tools provided online such as the Design Fee Calculator, Contract Generator and Construction Budget Calculator. The archiparti Platform enables both Project Owners and Service Providers to buy and sell Services online through projects. These projects can stem from specific Design Packages standardized by archiparti or consist of various tasks established between a Project Owner and Service Provider on an individual basis. Project Owners post projects and invite Service Providers to apply with skills that are concurrent or compatible with said project. Service Providers apply to projects. If a Project Owner accepts a Service Provider’s project application and makes payment, a contractual relationship is formed directly between said Project Owner and Service Provider with archiparti as the third-party contract signing witness. archiparti collects payment from the Project Owner on behalf of the Service Provider and escrows the payment on the Platform. Service Providers will provide design, planning and Work otherwise listed in the Collaboration Agreement for the Project Owner based on the agreed Design Packages and Tasks made upon initiation of the project. Note that archiparti is a Platform to facilitate connection and Service trade; the archiparti Platform is not responsible for providing or representing other contractor resources outside of the defined Services set forth in this Agreement, and will not be liable for a Member’s need to find contractors.

Additionally, Project Owners and Service Providers may agree to additional terms in their individual Collaboration Agreements and respective Service Contracts, which may include offline services at their own discretion and responsibility and may be materially different than the Agreement; however, nothing with the additions of Project Owner and/or Service Provider Collaboration Agreements will in any way limit or modify archiparti’s rights, nor will it make archiparti liable for any individual agreements or disputes, issues, or complications otherwise through meetings made offline. In addition, archiparti Information, Tools and Services are only self-help tools provided for Members as reference; archiparti is not liable for any issues incurred by implementation or usage otherwise of the said tools.

In the case where the standard archiparti Collaboration Agreement terms are not used at any stage of a said project conducted on the archiparti Platform, archiparti reserves the right to carry out thorough reviews and analysis to the documents as per request of the Members. In any point of a project, archiparti can actively follow up on the project’s progress and resolve conflicts through the archiparti Project Protection system. Note that only activities and agreements recorded in the archiparti Platform are protected by said system. We are not responsible or liable for any damages that may result from third-party or offline agreements which are not explicitly represented by archiparti Collaboration Agreements and/or approved by the Platform.

archiparti uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the archiparti Platform. The processing of payments or credits, as applicable, in connection with your use of the archiparti Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your respective credit card issuer in addition to this Agreement. archiparti is not responsible for any errors or disputes incurred by the Payment Processor.

Identity and Account Security

All identity information associated with an archiparti Member account must be real and verifiable. Each archiparti Member account must be used by only one person, and each person is allowed to use only one Member account. archiparti reserves the right to validate Member information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Member’s identity. You authorize archiparti, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about your identity and your business when requested is a violation of this Agreement.

The Member is solely responsible for ensuring and maintaining the secrecy and security of the Member’s archiparti account password. Members agree 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 archiparti. You must notify archiparti Support (projects@archiparti.co) immediately if you suspect that your password has been lost or stolen.

By using your archiparti Member account, you acknowledge and agree the archiparti’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your archiparti Member account.

Conduct and Usage Expectations

archiparti expects a consistent and high level of courtesy, respect and professionalism from all of its Members toward each other. Members agree to use good judgment when posting information, comments, or other content regarding other Project Owners and Service Providers, archiparti or any third party anywhere within the archiparti Platform. Members may be held legally responsible for damages suffered by other Members, archiparti or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted onto the archiparti Platform. All Members are to comply with all laws applicable to them or to their activities, and with all posted archiparti policies, Agreements, and contracts, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at archiparti’s discretion, and the currently effective policies will be deemed to be part of this Agreement. When submitting any content to or otherwise using the archiparti Platform, you agree not to post or transmit to or from the archiparti Platform:

● any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;
● any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;
● any falsehoods or misrepresentations that could damage archiparti, our Members or any third party;
● any private information concerning another person, without their permission;
● anything which impersonates another person or represents yourself as affiliated with archiparti, our staff or other industry professionals;
● anything which solicits a Member’s password or other account information;
● anything which harvests Members’ names, addresses, or email addresses for any purpose; and/or
● any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.

You will not access (or attempt to access) the archiparti Platform by any means other than the interface provided, and you will not use information from the archiparti Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the archiparti Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services provided by or affiliated with archiparti.

You do further hereby agree to use the archiparti Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the archiparti Platform:

● attempt to access or search the archiparti Platform or download content from the archiparti Platform through the use of any engine, software, tool, agent, device or mechanism (including but not limited to spiders, robots, crawlers, and data mining tools) other than the software and/or search agents provided by us or other generally available third party web browsers;
● access, tamper with, or use non-public areas of the archiparti Platform, our computer systems, or the technical delivery systems of our providers; gather and use information, such as other Members’ usernames, real names, email addresses, available through the archiparti Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation;
● use the archiparti Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement; violate any applicable law or regulation; or
● advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.

archiparti is not legally responsible for any remarks, information or other content posted or made available on the archiparti Platform by any Members or third party constituents, even if such information or content is defamatory or otherwise legally actionable. archiparti is not legally responsible for any negative outcomes resulting from or are a product of the relationship between Members. archiparti is not responsible for and does not monitor or censor content for accuracy or reliability. However, archiparti reserves the right to remove or restrict access to any information or content posted or made available on the archiparti Platform if ordered to do so by a government authority or if archiparti considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.

Working on the archiparti Platform

Posting a project
All projects posted to archiparti must be in English or a language agreed by both parties and not contain any information enabling or requesting contact or payment outside of the archiparti Platform. Project postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language, spam or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product, website or otherwise. Project postings related to the creation of adult, disruptive or explicit content or those that involve production and/or distribution of other products and services not endorsed by archiparti or reflect the terms of this Agreement are prohibited. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

Applying to a project
All project communications in archiparti must be in English or a language agreed by both the Project Owner and Service Provider, and not contain any information enabling or requesting contact or payment between the parties involved outside of the archiparti Platform. All information provided in a project application must be true, accurate and complete to archiparti project regulations. archiparti reserves the right (but has no obligation) to verify any and all information provided on a Project Owner or Service Provider's Profile or project application. By posting a project, the Project Owner is attesting that he/she/it has posted a valid project that satisfies archiparti project posting regulations. By applying to a project, the Service Provider is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the project posting. archiparti reserves the right (but has no obligation) to verify the skill and ability of the Service Provider.

Managing Projects
Project Owners agree to respond promptly to communications with Service Providers regarding requests for information or otherwise related topics to the project. . Any requests for feedback from the Project Owners should be answered within 72 hours of request. If this does not happen to the satisfaction of archiparti, the project can be put under Project Protection by archiparti. Project Owners will have 14 days to make definitive decisions regarding the Service Providers’ tasks, intended project and tasks list or otherwise before the provided quotations become invalid. In the event that Project Owners made full payment for a project but have not made definitive decisions for the Service Providers’ tasks, intended project and tasks list or otherwise after 3 months, archiparti reserves the right to mediate refunds, fair compensation, and/or quotation revision through Project Protection. If the Project Owners’ input on a project part is delayed by more than 7 days after the date of delivery for a project, archiparti has the right, at its sole and absolute discretion, to put the project under Project Protection, determine fair compensation, and disperse funds between the parties as it sees fit, without archiparti incurring any liability whatsoever.

Working on Projects
Service Providers agree to respond to all Project Owner communications and requests for information within 24 CALENDAR HOURS. If the Service Provider will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Project Owner AT LEAST 3 DAYS IN ADVANCE. After the completion of a Service Contract, the Members can provide timely, honest and objective feedback and review to each other.

Billing and Payments

Disintermediation
Project Owners shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the archiparti Platform. The Project Owners must use the archiparti Platform as their exclusive method to request, make, and receive all payments for Work directly or indirectly related to or arising out of their relationship with their Service Providers. Any action that encourages or solicits complete or partial payment outside of the archiparti Platform is a violation of this Agreement. Should a Project Owner be found in violation of this section of this Agreement, it may result in a termination of their archiparti account and the Project Owner shall pay to archiparti Fees equal to the greater of:

1. US$25,000; or

2.the applicable fees had the payments been processed through the archiparti Platform plus 18% of said fees.

Project Owners shall immediately notify archiparti if a Member requests that Project Owners make a payment directly to it or through any channels other than those provided or specified by archiparti. Members shall not accept any payments relating to a Service Contract (including, without limitation, bonuses) from a Project Owner directly or through any payment channels other than the archiparti Platform. Members shall immediately notify archiparti if a Project Owner attempts to make a payment to said Members directly or through any payment channels other than those provided or specified by archiparti.

Opt-Out Policy
Notwithstanding the provisions set forth above, Project Owners and Service Providers may agree, with archiparti’s prior written approval, to provide or receive Services outside of the archiparti Platform with Project Owners and Service Providers identified through the archiparti marketplace, but only on the terms set forth in this Section.
If the Services are rendered more than two (2) years after the Project Owner identifies the Service Provider through the archiparti Platform, no archiparti fees or buyout provisions apply. If Services are rendered outside of the archiparti Platform less than two (2) years after the Project Owner identifies the Service Provider through the archiparti Platform, payments for such Services will not be subject to the archiparti Fees, provided that the Project Owner pays archiparti a “Opt-Out” fee in accordance with the procedure set forth below:
Prior to projecting outside of the archiparti Platform to receive Services from a Service Provider identified through the archiparti Platform, the Project Owner will notify archiparti in writing of its intent to pay the Opt-Out fee in lieu of paying through the archiparti Platform.

Together with such notice, the Project Owner will pay or authorize archiparti to deduct from its account the greater of:

1. Twenty percent (20%) of the original project budget that has been approved on archiparti; or

2. Five thousand dollars (5,000 USD).

To pay the Opt-Out fee, you must request instructions by sending an email message to projects@archiparti.co.
By way of illustration and not in limitation of the foregoing, you must not:

- Submit proposals or solicit parties identified through archiparti to contact, hire, work with, or pay outside the archiparti Platform.

- Accept proposals or solicit parties identified through archiparti to contact, deliver services, invoice, or receive payment outside the archiparti Platform.

- Invoice or report to archiparti or in an Opt-Out fee request an invoice or payment amount lower than that actually agreed between Members.

You agree to notify archiparti immediately if another Member improperly contacts you or suggests making or receiving payments outside of the archiparti Platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to archiparti by sending an email message to: projects@archiparti.co.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Platform, and therefore choose to cease using the Platform, you may pay the Opt-Out fee for each other Service Provider you wish to continue working with on whatever terms you agree after you cease using the archiparti Platform.

Project Protection

In the off chance that things go wrong, archiparti is committed to using its commercially reasonable efforts to correct the issue with Project Protection. archiparti Project Protection covers all projects listed on the archiparti Platform, big and small. At archiparti’s sole discretion, it may withhold the following amounts for the Project Owner and/or Service Provider, and disburse such funds as it in its sole discretion determines, without any liability to archiparti itself:

1. 90% of the invoice amount will be refunded if the Project Owner decides not to proceed with the Full Design Intent Package after submission and approval of Concept Design Package. The remaining 10% will act as an administration fee to compensate archiparti and Designers for their time spent on the project,

2. 75% of the project amount if the quality of work at any point is not up to archiparti standards,

3. 30% of the project amount due to significant delays,

4. 20% of the project amount for inappropriate language when communicating with the Project Owner.

For the purposes of Project Protection, we cannot review project parts already marked as complete by both parties, Work completed outside of the Service Contract, and Work completed where funding has not been transferred in archiparti. archiparti is not responsible for resolving disputes that occur outside of the archiparti Platform.

archiparti Project Protection is executed by the following timeline:

- Both the Project Owner and archiparti Service Provider provide a compensation estimate (how much they think is owed) in writing to archiparti Support at projects@archiparti.co.

- Both Project Owner and archiparti Service Provider provide any supporting documents that describe the specific project part being reviewed. Supporting documents include Service Contracts, archiparti internal messages, chats, conversations, emails and other documents deemed relevant. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to support the part under review.

- ONLY INFORMATION LOGGED IN THE ARCHIPARTI PLATFORM WILL BE CONSIDERED AS RELEVANT DOCUMENTS. CONVERSATIONS NOT RECORDED IN THE PLATFORM WILL NOT BE TAKEN INTO ACCOUNT. WE STRONGLY ADVISE THAT YOU TO LOG ANY KEY CONCLUSIONS AND CONVERSATIONS OFFLINE INTO THE PLATFORM AS SOON AS THEY OCCUR.

archiparti will dedicate a third-party reviewer (from within archiparti or outside of archiparti), that has not had any relationship with the Project Owner and archiparti Service Provider and has the appropriate ability to perform the review of the project to execute said review. archiparti takes issues like delays, incomplete Work, Work quality and language tone into consideration when determining the allocation of compensation. archiparti’s third-party reviewer will come to a conclusion within 14 days of receiving the Project Protection request. archiparti’s Project Protection resolutions are final, non-reversible, and archiparti shall not be liable for damages borne by either of the parties involved.

Payment accounts
Each Service Provider must properly discharge and credit its Project Owner for all payments archiparti received and moderated from said Project Owner. Each Member understands and agrees to that of the following:

1. The transmission of payments in the manner described herein is not a separate and discrete service that archiparti provides in addition to the archiparti Platform and all relevant Services, Tools and Information. Rather, transmission of payments in an auditable manner is an integral part of the archiparti Platform that archiparti is providing.

2. The archiparti payment account is a custodial account administered by archiparti to facilitate disbursement of the Project Owner’s payment to the Service Provider.

3. archiparti acts as an agent of the Member and not as a trustee or fiduciary with respect to payments received through the archiparti Platform. The duties of archiparti as an agent shall be entirely administrative and not discretionary save as expressly set forth herein.

4. archiparti holds payments delivered to it in a commingled account at a bank, and may include in the titling of that account “archiparti for the benefit of others” or similar words. archiparti will not voluntarily make your payments available to its creditors in the event of bankruptcy.

5. You agree that you will not receive interest or other earnings on the payments that archiparti handles as your agent and places in commingled accounts. In consideration for your use of the archiparti Platform, you irrevocably transfer and assign to archiparti any ownership right that you may have in any interest that may accrue on payments held in commingled accounts. This assignment applies only to interest earned on your payments, and nothing in this Agreement grants archiparti any ownership right to the principal of the payments you maintain with archiparti. In addition to or instead of earning interest on commingled accounts, archiparti may receive a reduction in fees or expense charged for banking services by the banks that hold your payments.

6. In the event of any dispute regarding the payment amounts held by archiparti, archiparti shall have the right (in addition to all other rights it may have) to deposit all payments held pursuant to this Agreement into the courts of Hong Kong.

Additionally, in the event that a Project Owner and Service Provider cannot agree upon whether a project (including but not limited to a Fixed-Price or Hourly Project) has been completed, and one of such parties advises archiparti that there is a dispute in that regard, then archiparti may determine if the project has been substantially completed and release the payments it holds to either the Project Owner and/or Service Provider as deemed appropriate at its sole and absolute discretion and without any liability of archiparti to any party whatsoever. Members do hereby irrevocably authorize archiparti to determine whether any project has been completed, and to disburse the amounts it is holding on behalf of the Service Provider and Project Owner as it so determines to the appropriate parties.

Non-payment
If a Project Owner fails to make payments due under this Agreement, whether by cancelling a Project Owner’s credit card, initiating an improper chargeback, or by any other means, any Work in-progress will be stopped. Without limiting other available remedies, a Project Owner must reimburse affected parties for payments due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. At its discretion, affected partiesmay set off amounts due against other amounts received from or held for the Project Owner, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Hold on funds
archiparti reserves the right, at its sole discretion, to place a hold on funds for a Project Owner’s payments if archiparti suspects monies may be subject to chargeback or if fraud is suspected. archiparti will release said hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the archiparti payment guarantee shall be revoked and all monies in an archiparti account may be held and/or reclaimed, not just those from the project(s) under investigation.

Enforcement of User Agreement and Policies

archiparti has the right, but not the obligation, to suspend or cancel your access to the archiparti Platform 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 archiparti’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds or compensation, and refuse to provide any further access to the archiparti Platform to you if:

● you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Platform;

● we are unable to verify or authenticate any information you provide to us through the Platform or otherwise; or

● we believe that your actions may cause legal liability for you, our Project Owners, Service Providers or for archiparti.

Once suspended or terminated, you MAY NOT continue to use the archiparti Platform or any archiparti Tools, Information or Services under a different account or reregister under a new account. If you attempt to use the archiparti Platform 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. When your Member account is cancelled, you may no longer have access to any parts of the archiparti Platform, including data, messages, files and other material you keep on archiparti. All intellectual property provided by Service Providers for Project Owners for the purposes of completing projects will be returned to the appropriate parties immediately upon termination.

Terms for Members

● Members agree that all projects and Service Contracts between any Project Owner and Service Provider shall:

1. include the terms and conditions provided below as core components of the archiparti Agreement;

2. name archiparti as an express third party beneficiary under the Service Project (but not as a party to that agreement); and

3. make no representations or warranties or enter into any projects on behalf of archiparti.

Project Owners and Service Providers may agree to additional terms in their Service Contract materially different than the archiparti Agreement; however, nothing in such Service Contract will in any way limit or modify archiparti’s rights as stated in this Agreement.

● Services
Service Providers shall perform services in a professional and workmanlike manner. Under Fixed-Price and Hourly Projects, Service Providers shall deliver the agreed-upon Work according to what was settled in the Service Contract.

● Agency
Members and Agency agree and acknowledge that an Agency’s employees or project personnel are not employees of archiparti or employees of Project Owners. Agency is solely responsible for all wages, costs, and expenses of Agency’s employees or project personnel and has the sole and exclusive right to supervise and control them. Neither Project Owners, nor archiparti, will require Agency’s project personnel to devote their full time to performing the projects entered into by Agency as required by this Agreement. Furthermore, both Members and Agency acknowledge and agree that neither the Agency, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from archiparti or Project Owners.

● Fees
Project Owners shall pay Service Providers the agreed-upon fees for delivery and acceptance of the Work as agreed in the Service Contract. All amounts paid by a Project Owner shall be paid through the archiparti Platform to archiparti as the Service Provider’s agent, and a Project Owner’s obligation of payment to a Service Provider is met when payment is made to archiparti.

● Project Owner owned items
Project Owners grant Service Providers a limited, non-exclusive, revocable (at any time, at the Project Owner’s sole discretion) right to use the Project Owner Owned Items as necessary for the performance of Services. Project Owners reserve all other rights and interests, including but not limited to, all Proprietary Rights, in and to the Project Owner Owned Items. Upon completion or termination of the Service Contract, or upon written request by the Project Owner, Service Providers shall immediately return all Project Owner Owned Items to the Project Owner and further agrees to purge all copies of Project Owner Owned Items and Work contained in or on Service Provider's Premises, systems, or any other equipment otherwise under Service Provider's control. Service Providers agree to provide written certification to the Project Owner certifying the return or purging of Project Owner Owned Items within ten (10) days after the receipt of the Project Owner’s written request to certify the aforementioned actions.

● Work Product
Any copyrightable Works or works for hire prepared by a Service Provider in connection with a project for a Project Owner shall be owned by the Service Provider until payment has been made by the Project Owner and accepted by the Service Provider. If the Project Owner pays an amount less than the amount agreed upon in the Service Contract, the Service Provider may refund the amount paid within two (2) weeks of the payment date and retain ownership of the work.
To the extent that under applicable law, Proprietary Rights cannot be assigned, Service Providers hereby irrevocably agree to grant, and hereby grants, to the Project Owner an exclusive (excluding the Service Provider), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work produced in projects for Project Owners in any manner now known or in the future discovered.
To the extent that such a license grant is not fully valid, effective or enforceable under applicable law, Service Providers hereby irrevocably agree to grant, and hereby grants, to the Project Owner, such rights as the Project Owner reasonably requests in order to acquire, as closely as possible, all rights equivalent to full legal ownership. In order to ensure that the Project Owner will be able to acquire, perfect and use such Proprietary Rights, Service Providers will:

1. transfer possession, ownership, and title to media, models, and other tangible objects containing Work to the Project Owner;

2. sign any documents at the Project Owner’s request to assist the Project Owner in the documentation, perfection and enforcement of its rights; and

3. provide the Project Owner with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. The Service Provider also irrevocably authorizes the Project Owner to act and sign on the Service Provider's behalf and take any necessary steps in order to perfect the Project Owner’s rights under this Agreement.

In the case that under applicable law, the Service Provider retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work or Confidential Information under this Agreement, the Service Provider irrevocably agrees to waive and renounce, and hereby waives and renounces, in favour of the Project Owner, all such rights; or, to the extent that the Service Provider cannot waive such rights, the Service Provider agrees not to exercise such rights, until the Service Provider has provided prior written notice to the Project Owner and then only in accordance with any reasonable instructions that the Project Owner issues in the interest of protecting its rights. The Service Provider agrees to assist the Project Owner in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work in any and all countries. The Service Provider will sign all documents that the Project Owner may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Project Owner may select at its sole discretion. The Service Provider's obligations under this Section will continue even after Service Provider deregisters from or ceases use of the archiparti Platform. The Service Provider appoints the Project Owner as Service Provider's Attorney-in-fact to execute documents on the Service Provider's behalf for the purposes set forth in this Section.

● Pre-existing Intellectual Property in Work Product
The Service Provider shall ensure that no Work created or delivered by the Service Provider includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by the Service Provider or a third party including, but not limited to, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Project Owner to the inclusion of such Pre-existing IP in the Work. The Service Provider acknowledges that, without limiting any other remedies, the Service Provider shall not be entitled to payment for, and shall refund any payments made to the Service Provider for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section.

● Worker classification
The Project Owner assumes all liability for proper classification of workers as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between the Project Owner and Service Provider. The Service Provider does not have authority to enter into written or oral — whether implied or explicit — projects on behalf of the Project Owner. The Service Provider acknowledges that archiparti does not, in any way, supervise, direct, or control the Service Provider's Work or Services performed in any manner. archiparti does not set the Service Provider's Work hours and location of work. archiparti will not provide the Service Provider with training or any equipment, labor or materials needed for a particular project.
archiparti will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Project Owners and Service Providers will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to the Service Provider's Performance of Services.
For projects classified as independent contractor relationships, the Project Owner may not require an exclusive relationship between the Project Owner and Service Provider. A Service Provider classified as an independent contractor is free at all times to provide Services to persons or businesses other than the Project Owner, including any competitor of the Project Owner.
Project Owners and Service Providers agree to indemnify, hold harmless and defend the Indemnified Parties (as hereinafter defined) from any and all claims arising out of or related to their Service Contract, including but not limited to claims that the Service Provider was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, governmental agency or other body that the Service Provider was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that archiparti was an employer or joint employer of the Service Provider, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

● Audit Rights
Member each shall: (i) create and maintain records on the archiparti Platform to document satisfaction of its obligations under this Agreement and any Service Contract, including, but not limited to, its payment obligations and compliance with tax laws, and (ii) provide copies of such records to archiparti upon request. archiparti, or archiparti’s advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Member’s operations and records to confirm compliance. Nothing in this provision should be construed as providing archiparti with the right or obligation to supervise or monitor the actual Services performed by the Service Provider or communications of said projects therein.

● Entire Agreement
The terms and conditions set forth in this Section and any additional or different terms expressly agreed by the parties involved in a Service Contract shall constitute the entire agreement and understanding of said parties with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, Members shall always remain subject to the terms of this Agreement.

Acknowledgements by Members of archiparti’s role

Service Contracts
Project Owners and Service Providers expressly acknowledge, agree and understand that:

1. the archiparti Platform is merely a venue where Members, Project Owners and Service Providers may cooperate together;

2. archiparti is not a party to any Service Contracts between Project Owners and Service Providers;

3. Members recognize, acknowledge and agree that Project Owners and Service Providers are not employees of archiparti and that archiparti does not, in any way, supervise, direct, or control Work or Services;

4. archiparti shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Project Owners and Service Providers;

5. archiparti has no control over Service Providers or over the Work promised or rendered by Service Providers; and,

6. archiparti makes no representations as to the reliability, capability, or qualifications of any Service Providers or the quality, security or legality of any Work, and archiparti disclaims any and all liability relating thereto.

Proprietary Rights
archiparti and its licensors reserve all Proprietary Rights in and to the archiparti Platform and archiparti. Members may not use the archiparti Platform 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 Service Contract. archiparti reserves the right to withdraw, expand and otherwise change the archiparti Platform at any time at archiparti’s sole discretion. Members shall not be entitled to create any “links” to the archiparti Platform, or “frame” or “mirror” any content contained on, or accessible through, the archiparti Platform, on any other server or internet-based device. archiparti alone (and its licensors, where applicable) shall own all rights, titles and interests, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the archiparti Platform and archiparti. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the archiparti Platform and archiparti, or any Proprietary Rights owned by archiparti. archiparti’s name, logo, and the product names associated with archiparti or the archiparti Platform are trademarks of archiparti or third parties, and no right or license is granted to use them.

Compensation
All archiparti fees are non-refundable, regardless of whether or not Service Contracts were satisfactorily completed.

Fees & Payments

Formal Invoices and Taxes
archiparti shall not be responsible for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Service fees. Instead, Service Providers shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Service fees and for issuing any invoices so required. Service Providers shall also be solely responsible for:

1. determining whether Service Providers or archiparti 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 Service fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or archiparti, as appropriate; and

2. determining whether archiparti is required by applicable law to withhold any amount of the Service fees, notifying archiparti of any such requirement and indemnifying the Indemnified Parties (either by permitting archiparti to offset the relevant amount against a future payment of Member fees or by refunding to archiparti the relevant amount, at archiparti’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. archiparti shall have the right, but not the obligation, to audit and monitor the Service Provider’s compliance with applicable tax laws as required by this Section.

Further, in the event of an audit of archiparti, The Service Provider shall agree to promptly cooperate with archiparti and provide copies of the Service Provider’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

Billing Member
For all Projects, the Project Owners are billed immediately.

Payment
Members hereby authorizes archiparti (and its Payment Processor) to run credit card authorizations on all credit cards provided by the members, to store credit card details as the Project Owner’s method of payment for Work, and to charge the Project Owner’s credit card (or any other form of payment authorized by archiparti or mutually agreed to between the Members and archiparti).

Confidential Information

● “Confidential Information” means Project Owner or Service Provider Owned Items, Work, and any other information provided to, or created by, a Project Owner or Service Provider for a project, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:

1. is generally known by third parties as a result of no act or omission of the Service Provider or Project Owner;

2. subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;

3. was already known by the Service Provider prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or

4. was independently developed by the Project Owner or Service Provider without use of Confidential Information.

● To the extent that a Project Owner or Service Provider provides Confidential Information to the other parties and/or to archiparti, 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:

1. disclose Confidential Information to anyone except, in the case of archiparti, to any Project Owner or Service Provider engaged in a project; and

2. use the Confidential Information, except as necessary for the performance of Work for the relevant project (including, without limitation, the storage or transmission of Confidential Information on or through archiparti Platform for use by the Service Provider).

● Returning Confidential Information: If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Project Owner’s or Service Provider's Written request (which may be made at any time at Project Owner’s or Service Provider's sole discretion), the Project Owner or Service Provider in possession of said information 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. Project Owner or Service Provider, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance within ten (10) days after the receipt of disclosing party’s written request to certify said request.

● Publications: The Project Owner, Service Provider and archiparti shall not publish, or cause the publication of, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant project, or under permission of all the other parties associated.

Warranty Disclaimer

NOTWITHSTANDING ANYTHING ELSE STATED ON THE ARCHIPARTI PLATFORM (INCLUDING WITHOUT LIMITATION ON THE PLATFORM) OR BY ANY OF ARCHIPARTI’S REPRESENTATIVES, ARCHIPARTI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, ARCHIPARTI PLATFORM, QUALITY OR CAPACITY OF THE PROJECT OWNER OR SERVICE PROVIDER, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). ARCHIPARTI DOES NOT REPRESENT OR WARRANT THAT:
● THE USE OF THE ARCHIPARTI PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,
● THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
● ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
● THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ARCHIPARTI PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
● ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR
THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY archiparti. archiparti MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

archiparti’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. archiparti IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability of archiparti

IN NO EVENT SHALL archiparti’S AGGREGATE LIABILITY EXCEED THE GREATER OF:
● US$2,500; AND
● ANY archiparti FEES RETAINED BY archiparti WITH RESPECT TO PROJECTS IN WHICH PROJECT OWNERS AND SERVICE PROVIDERS WERE INVOLVED AS MEMBERS DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
IN NO EVENT SHALL archiparti BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). archiparti SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE archiparti PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE PROJECT OWNER OR SERVICE PROVIDER, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE archiparti PLATFORM OR IS REFERRED BY archiparti OR THE archiparti PLATFORM, EVEN IF archiparti HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE archiparti PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH PROJECT OWNER OR SERVICE PROVIDER OR OTHER THIRD PARTIES. YOU EXPRESSLY WAIVE AND RELEASE archiparti FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE archiparti PLATFORM, OR IN ANY WAY RELATED TO THE PROJECT OWNER, SERVICE PROVIDER OR THIRD PARTIES INTRODUCED TO YOU BY THE archiparti PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY PROJECT OWNER AND SERVICE PROVIDER, AS WELL AS ALL LOSSES RELATING THERETO.

Limitation of Liability of members

The Project Owner agrees, in recognition of the relative risks and benefits to both the Supplier and Service Provider, to the fullest extent permitted by law, to limit the liability of the Service Provider, and its Consultants to the Supplier and to all construction contractors and subcontractors on the project for any and all claims, losses, costs, damages of any nature whatsoever or claims, expenses from any cause or causes, so that the total aggregate liability of the Service Provider and its Consultants to all those named shall not exceed the amount of insurance coverage provided by the Service Provider and project Consultants which remains available at the time of judgment. Such claims and causes include, but are not limited to, negligence, professional errors or omissions, strict liability, breach of contract or warranty whether explicitly expressed or implied. The Supplier, its agents, employees, independent contractors, successors and or assigners ("the Supplier Parties") shall indemnify and hold the Project Owner harmless against any and all claims arising out of the negligent acts of the Supplier Parties or any breach of this Agreement.

Proprietary Rights

Each Project Owner and Service Provider shall indemnify, defend and hold harmless archiparti and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively 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 any claim, judgment, or adjudication that any Work, Services or action or omission by any such Member that infringes on Proprietary Rights or other rights of any third party.

Indemnification

● Project Owners shall indemnify and hold harmless the Service Providers and archiparti from and against any and all third party claims, demands, losses, damages and reasonable expenses (including, without limitation, reasonable legal fees) arising from or in connection with the conduct of this Agreement.

● Service Providers shall indemnify and hold harmless the Project Owner and archiparti from and against any and all third party claims, demands, losses, damages and reasonable expenses (including, without limitation, reasonable legal fees) arising from or in connection with the conduct of this Agreement.

Any indemnity in favour of archiparti, and any release of archiparti, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.

Dispute Resolution/Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, excluding that body of law relating to conflict of laws. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration in accordance with Hong Kong arbitration rules. The arbitration shall be a confidential proceeding, closed to the general public. The arbitration will take place in Hong Kong SAR, China and be conducted in the English language. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of courts in Hong Kong. The venue of said proceedings will lie exclusively in Hong Kong. For the sake of clarity, nothing in this paragraph shall affect archiparti’s ability to seek from a court injunctive or equitable relief at any time.

If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other terms of use - 7/15/15 - 2:18 PM —19— relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages.

Independent Legal Advice

You acknowledge that archiparti is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contracts, and that you understand the nature and the consequences of this Agreement and the project agreement.

Term and Termination

This Agreement is effective from the date that you first access the Platform or submit any information to archiparti, whichever is earlier, and shall remain effective until terminated in accordance with its terms. archiparti may immediately terminate this Agreement, and/or your access to and use of the Platform, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Platform shall immediately cease, and you shall destroy all copies of information that you have obtained from the Platform, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all archiparti rights of ownership shall survive any termination. We reserve the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Platform, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate archiparti to maintain and support the Platform, or any part or portion thereof, during the term of this Agreement.

Disclaimers

The archiparti Platform, including but not limited to the Website, Information, Tools and Services, are provided “as is” and “with all faults” and without warranties of any kind, either express or implied, and all warranties, express or implied, including, without limitation, implied warranties of title, non-infringement, accuracy, completeness, merchantability, fitness for a particular purpose, any warranties that may arise from course of dealing, course of performance or usage of trade, and any warranties that the Information and Platform is current and/or up-to-date are hereby expressly disclaimed to the fullest extent permissible under applicable law.

There is no warranty, representation or guarantee that the Platform, or your use of the Platform, will be uninterrupted, complete, accurate, current, reliable, error-free, secure, or that any problems will be corrected, or that the Platform, or any information, software or other material accessible from the Platform, is free of viruses or other harmful components. We do not warrant, guarantee, or make any representation regarding the use of, or the results of the use of the Website either in terms of its compatibility with hardware or other software or equipment, and you assume all responsibility and risk for your use of the Platform and/or Services and Information and your reliance thereon.

archiparti makes no warranty, representation or guarantee with respect to products and services offered by third-party sellers on the Platform, and archiparti specifically disclaims any warranty, representation or guarantee with respect to the quality, safety, legality or other characteristics of such products and services, or with respect to the conduct of any third-party seller in connection with such offers or sales.

Term
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with the section below.

Termination
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending the Member’s account), 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.

Consequences of Termination
Termination shall not relieve Members 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 the Members following termination clauses and charged to the Member's’ credit card or other form of payment in accordance with payment sections. All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement.

Third-Party Links

The archiparti Platform may contain links to other websites for your convenience. We do not control the linked websites or the content provided through such websites, and we have not reviewed, in their entirety, such websites. Your use of linked websites is subject to the privacy practices and terms of use established by the specific linked website, and we disclaim all liability for such use. The fact that we offer such links does not indicate any approval or endorsement by us of any linked website or any material contained on any linked website, and we disclaim any such approval or endorsement.

Third-Party Products and Services

You may be provided with the opportunity to purchase products and services offered and sold by third parties (“Products”) through the Services. The information provided for any Product listing is provided by archiparti’s third-party vendors, and, while we require vendors to provide complete, accurate and non-misleading Product information, we do not represent, warrant or guarantee that such Product descriptions are accurate, complete, reliable, current, or error-free, and we are not responsible for, and disclaim any liability arising from or relating to, such Product Information. All purchases of Products made by you through the Services are a direct sale and purchase between you and the applicable vendor. archiparti is not a party to such transaction, and only facilitates the transaction between you and the vendor by providing a marketplace for the marketing, offering and sale of Products. Payments for Products transacted through the Service will be remitted to the vendor, and the vendor will be solely responsible for fulfilling and shipping your order, providing related customer support and warranty service and processing returns and exchanges. The Services will facilitate your communication with the vendor for the purpose of making return, exchange or warranty requests or making claims for non-delivery, damaged goods or items not as described in accordance with any applicable terms or policies in the Product listing. In addition, the Services may alert you to any Product issues or recalls of which the vendor notifies archiparti. archiparti does not provide any warranty on any of the Products, whether express or implied, and does not assume, and hereby disclaims, any responsibility or liability for the actions or inactions of the third-party vendors of such Products, or for the Products offered, sold or provided by, any third party through the Service. Descriptions or images of, or references to, third-party Products or publications on the Platform do not imply our endorsement of such Products and publications, and we are not responsible for, and disclaim any endorsement of, any such Product or publication. Reviews are solely the opinions of the users that post them and none of the Reviews contain or reflect any opinions or views of archiparti.

Ownership

The Platform is owned and operated by archiparti and its licensors, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of archiparti and its licensors and suppliers. The Information and Services are protected by Hong Kong and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of the Website or any Service or Information without our prior written permission. The Platform, which includes archiparti Website, Information, Tools and Services may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by archiparti or, if so indicated in writing by archiparti, its licensors or suppliers. Use of the Platform or any Services or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Platform or any Services or Information. The trademarks, logos, and service marks displayed on the Platform (collectively, the “Trademarks”) are the registered and unregistered trademarks of archiparti, archiparti licensors and suppliers, and/or others. archiparti is a trademark of archiparti, Limited and nothing contained in this Agreement or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of archiparti, archiparti licensors or suppliers, or the third party owner of any such Trademark, except as set forth in the following paragraph.

archiparti Buttons, Links and Widgets

You may use the archiparti buttons, links and widgets displayed on the ‘Buttons and Badges’ section of this Website provided that (a) such buttons, links and widgets link only to the Platform; (b) you do not modify such buttons, links, widgets or associated code in any manner, (c) you do not use any such buttons, links, widgets in any manner which implies or suggests that archiparti operates, endorses, sponsors or recommends the website on which such buttons, links and widgets are used, and (d) the use of such buttons, links and widgets, and the website on which such buttons, links and widgets are used do not violate the archiparti agreement stated above. You acknowledge and agree that all rights in and to the archiparti trademarks are our exclusive property, and any goodwill generated by your use of any archiparti trademark will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any archiparti trademark. We retain the right to revoke the permission to use such buttons, links and widgets at any time for any reason.

Claims of Copyright or Trademark Infringement

The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. archiparti also reviews claims of trademark infringement. If you believe in good faith that materials hosted by archiparti infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Platform are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow archiparti to locate the material on the Platform; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that archiparti will not respond to complaints that do not meet these requirements. If archiparti determines that the materials alleged to infringe your copyright or trademark rights do not require removal, archiparti will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which archiparti may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name). Notices and counter-notices with respect to the Website must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below. We suggest that you consult your legal terms of use advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Agent to Receive Notices of Claimed Infringement
projects@archiparti.co
DMCA Complaints
archiparti International Limited
25/F Workington Tower, 78 Bonham Strand, Sheung Wan, Hong Kong

All the Rest

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.

Side Agreements
Members 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.), but which for greater certainty archiparti will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand archiparti’s obligations or restrict archiparti’s rights under this Agreement.

Compliance
Members shall not violate any laws or third party rights on or related to the archiparti Platform. Without limiting the generality of the foregoing, Members agree to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

Notices: Consent to Electronic Notice
You consent to the use of:
1. electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
2. electronic records to store information related to this Agreement or your use of the archiparti Platform.
Notices hereunder shall be invalid unless made in writing and given: 1. by archiparti via email (in each case to the address that you provide),
2. a posting on the archiparti Site or
3. by you via email to projects@archiparti.co or to such other addresses as archiparti may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Modifications
No modification or amendment to this Agreement shall be binding upon archiparti unless in a written instrument signed by a duly authorized representative of archiparti. A written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

No Waive
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.

Assignability
Members may not assign this Agreement, or any of its rights or obligations hereunder, without archiparti’s prior written consent in the form of a written instrument signed by a duly authorized representative of archiparti (and, for the purposes of this Section, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). archiparti may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

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.

Language
The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English. 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.

Definitions

“Confidential Information” means Member Owned Items, Work, and any other information provided to, or created by, a Member for a project, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:

● is generally known by third parties as a result of no act or omission of the Service Provider or Project Owner;;

● subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;

● was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or

● was independently developed by the Project Owner or Service Provider without use of Confidential Information.

“Effective Date” means the date of acceptance of this Agreement.

“Fixed-Price” means a fixed fee agreed between a Project Owner and Service Provider, prior to the commencement of a Project, for the completion of all Services requested by the Project Owner for such Project.

“Fixed-Price Project” means a Project for which the Project Owner is charged a Fixed-Price.

“Hourly Project” means a project for which Project Owner is charged an hourly price.

“Service Provider” means any company or individual User utilizing the archiparti Platform to offer Services to Project Owners.

“Member” means any company or individual User utilizing the archiparti Platform.

“archiparti fees” means:
● for a Fixed-Price or hourly project, the Fixed-Price or hourly retainer; and
● any bonuses paid or other payments made by a Project Owner for a project.

“Member Owned Items” means instructions, requests, intellectual property and any other information or materials that a Project Owner receives from a Member for a particular project.

“Project” means a particular project or set of ongoing tasks for which a Project Owner has requested Services to be performed by a Service Provider and the Service Provider has agreed on the archiparti Platform.

“Project Owner” means any User utilizing the archiparti Platform to request Services to be performed by a Service Provider. From time to time, archiparti may act as a Project Owner, and the terms and conditions of this Agreement applicable to Project Owners will apply to archiparti when acting in this way.

“Project Owner Owned Items” means instructions, requests, intellectual property and any other information or materials that a Member receives from a Project Owner for a particular project.

“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

“Services” means web development, software development, writing, translation, administrative, marketing, design project owner service, sales, data entry, general business services and other knowledge-based or online services.

“Service Contract” means the contract agreed upon between a Project Owner and Service Provider upon the initiation of a Project pertaining to nature of Services and payments to be made through the Project until completion.

“Work” means any tangible or intangible results or deliverables that a Member agrees to create for, or actually delivers to, a Project Owner as a result of performing the Services on a particular Project, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by archiparti as provided herein or otherwise by written instrument signed by archiparti. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegatable, or sublicensable by you except with archiparti ’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. archiparti may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

This Website is Operated By
archiparti International Limited
Effective April 27, 2016
That’s it! If you have any further questions,comments, or concerns concerning this Terms of Use Agreement, you can always contact us at projects@archiparti.co.

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