1. SHERKEH ACCOUNTS
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.2 ACCOUNT ELIGIBILITY
SHERKEH offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
As described in this Section, there are Two different Account types. Once you register for one Account type, you can't add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can't add an Employer Account as a separate account type in.
1.4.1 EMPLOYER ACCOUNT
You can register for an Account to use the Site and Site Services as an Employer
1.4.2 FREELANCER ACCOUNT
You can register for an Account to use the Site and Site Services as a Freelancer.
1.5 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on SHERKEH. You authorize SHERKEH, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
1.6 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize SHERKEH to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
2. PURPOSE OF SHERKEH
Section 2 discusses what Sherkeh does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Employer, as detailed below.
The Site is a marketplace where Employers and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Sherkeh provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH SHERKEH
Sherkeh merely makes the Site and Site Services available to enable Freelancers and Employers to find and transact directly with each other. Sherkeh does not introduce Freelancers to Employers, find Projects for Freelancers, or find Freelancers for Employers. Through the Site and Site Services, Freelancers may be notified of Employers that may be seeking the services they offer, and Employers may be notified of Freelancers that may offer the services they seek; always, however, Users are responsible for evaluating and determining the suitability of any Project, Employer or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Sherkeh is not a party to that Service Contract.
You acknowledge, agree, and understand that Sherkeh is not a party to the relationship or any dealings between Employer and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. Sherkeh does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Employer’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Employers; and does not vet or otherwise perform background checks on Freelancers or Employers. You acknowledge, agree, and understand that Sherkeh does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Sherkeh makes no representations about and does not guarantee, and you agree not to hold Sherkeh responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Employers to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of an Employer or Freelancer to actually complete a transaction.
You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Sherkeh, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Sherkeh will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Sherkeh does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Sherkeh does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Sherkeh involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with an Employer in a given Service Contract, and Sherkeh does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Sherkeh does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Sherkeh does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Employers to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Sherkeh’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are always free to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Employers and through Sherkeh, and that Sherkeh will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Sherkeh; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer 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 Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request Sherkeh to publish on their behalf information on the Site about the User, such as geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Employers voluntarily submit to Sherkeh and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Sherkeh; Sherkeh provides such information solely for the convenience of Users.
3. CONTRACTUAL RELATIONSHIP BETWEEN EMPLOYER AND FREELANCER
Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
3.1 SERVICE CONTRACTS
If an Employer and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Employer and Freelancer. Employer and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Sherkeh is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Sherkeh and any Freelancer or a partnership or joint venture between Sherkeh and any User.
With respect to any Service Contract, Employers and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Sherkeh’s rights and obligations under the Terms of Service, including this Agreement and the applicable Instructions.
3.2 DISPUTES AMONG USERS
For disputes arising between Employers and Freelancers, you agree to abide by the dispute process that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Sherkeh will not and is not obligated to provide any dispute assistance beyond what is provided in the through the website.
If Freelancer or Employer intends to obtain an order from any arbitrator or any court that might direct Sherkeh, or our Affiliates to take or refrain from taking any action with respect to an Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Sherkeh or, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s 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. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
3.4 THIRD-PARTY BENEFICIARIES
It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
4. WORKER CLASSIFICATION
Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor, as detailed below.
4.1 WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Sherkeh and a User.
Employer is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Employer is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Employer and engaging them accordingly; Sherkeh will have no input into, or involvement in, worker classification as between Employer and Freelancer and Users agree that Sherkeh has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
5. SHERKEH FEES
Section 5 describes what fees you agree to pay to Sherkeh in exchange for Sherkeh providing the Site and Site Services to you and what taxes Sherkeh may collect, as detailed below.
5.1 SERVICE FEES FOR FREELANCERS
Sherkeh does not charge Freelancers for any type of service usage on the website at the meantime.
5.2 MEMBERSHIP FEES
Sherkeh does not charge Users for Membership on the website at the meantime.
5.3 EMPLOYER FEES
Employers pay Sherkeh fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site.
5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
Sherkeh does not introduce Employers to Freelancers and does not help Freelancers secure Projects. Sherkeh merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Sherkeh does not charge a fee when a Freelancer finds a suitable Employer or finds a Project.