Terms of Use

TERMS OF USE

USER AGREEMENT

www.SpiderWerkz.com (hereinafter, referred to as Website) is owned and managed by Spiderwerkz Pte Ltd. (hereinafter, referred to as Company or We or Us or Our). This User Agreement (hereinafter, referred to as Agreement) is a legal document, and in case of violation of any of the provisions contained herein, the Company reserves the right to take any action against the infringing user in accordance with the relevant applicable law. Such action includes, without restriction, suspension and possible termination of the user account without notice, and/or withholding of payments due to such user from the Website.

By using any of the services or features offered on the Website, you agree to abide by the following clauses and provisions of this Agreement. If you do not agree to any of the provisions contained hereunder, you understand, acknowledge and agree that your sole remedy shall be to discontinue any further use of the Website.

If you represent a company, firm or any other legal entity, you represent and warrant that you have the authority and capacity to bind such legal entity to this Agreement. However, in such a situation, you shall also be legally bound in your personal capacity to the terms and conditions contained herein.

This Agreement shall be read in conjunction with the Data Protection Policy and any other rules, regulation, policies, etc. governing your use of this Website.

This Agreement is subject to amendments and modifications without any prior notice to anyone. Such amendments and modifications shall come into force as and when posted on this web page. We encourage all the users of this Website to check this Agreement from time to time, and remain updated on the latest changes. Your continued usage of this Website signifies your implied consent to the latest amended Agreement.

Last Updated on: 9 April 2016

Definitions

Account: the membership account you open when you register on the Website.

Bid Details: the details provided by the Employee on a Project listed by the Client.

Client: a user who purchases services of an Employee through this Website.

Company or We or Us or Our: Spiderwerkz Pte Ltd.

Content: text, pictures, logo, video, audio and any other multimedia associated with the Website.

Dispute Resolution Process: the process laid down under Dispute Resolution Policy.

Inactive Account: a membership account that has not been logged into for a continuous period of six months.

Intellectual Property Rights: includes copyright, patents, trademarks (registered or unregistered), design rights, circuit layouts, and any application or right to apply for registration of any of the rights referred hereinabove, existing worldwide and subject matter of such rights, whether existing under any laws, at Common Law or in Equity.

Listing: includes a Project or a Contest, offered or awarded by a Client to the Employee through the bidding/contest process on the Website.

Listing Agreement: an agreement separately entered into between the Client and the Company listing the terms and conditions governing the listing of the Project on the Website.

Member: registered user of the Website.

Personal Message Board: the feature on the Website that allows private conversation between Client and the bidding Employee.

Project: a job offered or awarded by a Client to the Employee through the bidding process on the Website.

Project Description: details of the Project.

Employee: a user who offers and provides services or identifies as an Employee on this Website.

User or You or Your: any individual who visits or uses this Website in any capacity whatsoever.

Website: www.SpiderWerkz.com

Eligibility

  1. This Website is meant for use only by the users who are eligible to enter into a valid contract under the applicable law. Minors (i.e., persons below the age of 18 years) are, therefore, not allowed to become members of this Website.
  2. The Client and Employee shall be eligible to receive or render services under the applicable law.
  3. We reserve the right to accept or reject the membership request of any user of this Website.
  4. The user shall not, at any time of using the Website, be suspended and/or terminated to use this Website for any reason whatsoever.

General Description of Services

  1. The Website offers a common platform for Clients and Employees interested in doing business.
  2. The Client can post their requirements in the form of a Project, and the Employees compete among themselves by bidding on the Projects in accordance with the Project Description.
  3. The Clients and Employees mutually decide among themselves about the price of the Projects. The Company shall have no role to play in negotiating the price of the individual Projects.

License

  1. The users are given a non-exclusive, non-transferable, and non-assignable license to use this Website subject to the terms and conditions contained herein.
  2. The users expressly undertake not to copy, sell, trade, or otherwise commercially exploit the Content offered by this Website.
  3. By submitting any kinds of Content to the Website, you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, display, and perform such submitted Content, under all user Intellectual Property and proprietary rights worldwide. However, providing links to the content hosted on servers other than our servers (e.g., an online portfolio or an online resume on a different website) shall not be considered as submission of Content for the purposes of this license grant.

Account and Password

  1. You shall be assigned a unique username and a password of your choice subject to the availability. You shall be solely responsible and liable –
    1. for maintaining the confidentiality and safety of your password;
    2. for any disclosure of your password to any third party;
    3. for using the account, username, or password of another Member, at any time;
    4. for all uses of your account, whether authorized or unauthorized; and
    5. to notify us immediately, if you suspect any unauthorized use of your account or access to your password.
  2. We reserve the right, in our sole discretion, to verify your identity either directly or through the third party, if we deem necessary. For verification purposes, we may require the following information, without limitation: your date of birth, nationality, identity number; latest photograph. If your identity cannot be verified, you might not be able to withdraw funds from your account.
  3. The accounts that have not been logged into for a continuous period will incur a maintenance fee per month, until either the account is closed or reactivated. Such fee shall cover storage, bandwidth, support and management costs of providing hosting of user profile, portfolio storage, listing in directories, promotion of profile on the Website and elsewhere, file storage, message transmission and message storage. For more information on the applicable fees and charges, please click here.
  4. We reserve the right to close (a) Inactive Accounts; (b) Accounts with NIL balance; and (c) Accounts with NEGATIVE balance.

General Terms

Ownership of Content:

  1. You understand that the Content on the Website and all information compiled therein is the property of the Company. All the personal information provided by the members to the Website shall be kept confidential and subject to the provisions of our Data Protection Policy.
  2. Some of the Content on this Website may represent the users’ Intellectual Property. Any act from any member of the general public infringing on the Intellectual Property of the Website’s users is strictly prohibited.
  3. Prohibition on Sharing of Contact Information: The Clients and Employees are prohibited from negotiating the price of the Project outside of the features provided by the Website. For this purpose, both Clients and Employees are prohibited from disclosing their personal contact details (like email address, Skype ID, IM details, ICQ number, phone number, etc.) through any of the features on this Website, including, without limitation, the Project Description, Bid Details, Personal Message Board, etc.
  4. Prohibition on Evading Website Commission: Any attempt on the part of users of this Website to evade commission payable to the Website, by whatever means, shall be treated as violation of this Agreement, and the infringing user’s account shall be suspended immediately pending the settlement of dispute.
  5. Compliance with Law: Once the Client awards the project to the Employee and the Employee accepts such Project, you are deemed to have entered into a contract with the the other party. Further, you need to be able to comply with the laws and regulations of your respective countries.
  6. Independent Contractor: Users acknowledge that the relationship between Client and Employee is that of an Independent Contractor. It doesn’t create any form of partnership, agency, joint venture, employer-Employee relationship, etc.
  7. Anti-Spam Policy: You are expressly prohibited from indulging in spamming techniques. For instance, posting a URL in Bid Description or Private Message Board tantamount to breach of this Agreement.
  8. No Advertising: You are expressly prohibited from indulging in advertising your own website through any of the features available on the Website. However, you are free to share with other users, the links pertaining to your online portfolio or online resume.
  9. Prohibition on Spreading Viruses, etc.: You are expressly prohibited from spreading technological nuisances, like viruses, Trojans, worms, or other programs intended to damage, destroy, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information on other computer systems.
  10. No Profanity: You are expressly prohibited from resorting to personal attacks, negative or unfair criticism or other forms of discourteous and unprofessional online conduct or practices. Further, any illegal act, including without limitation, pornography in general, child pornography, defamation, profanity, etc. is strictly prohibited from being transmitted or propagated through any of the features provided on this Website. We reserve the right to remove such Content from the Website at any time without notice to anyone.
  11. Permissions to Use Your Material: Unless otherwise requested, you agree that we have the right to display your company or business name, logo, image or other media, etc. as marketing materials relating to this Website.
  12. Prohibitions on Suspended/Terminated Member: Once a member account is suspended or terminated for violation of any provision of this Agreement, such user is prohibited from opening a new account on the Website. If it is found that a suspended or terminated user is operating through another account, he/she shall forfeit the balance of all his/her accounts, and all funds will be returned to the original Buyer of services.

Content Posted

  1. By posting Content on the Website, you represent and warrant that –
    1. you own the Content posted by you on or through the Website or otherwise have the right to grant the license set forth in the Clause 3 hereinabove;
    2. the posting of your Content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person;
    3. you may pay all royalties, fees, and any other amount owing to any person by reason of any Content posted by you on or through the Website; and
    4. you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Website, except for the Content posted by you.
  2. We claim immunity from liability to the fullest extent under the applicable law for Content provided by third parties and members and nothing in this Agreement is intended to waive, remove, or usurp such immunity.
  3. We may delete any Content that violates this Agreement or which, in our sole judgment, may be offensive, illegal or violate the rights, or harm, or threaten the safety of any person. We assume no responsibility for monitoring the Website for inappropriate Content or conduct. However, we reserve the right to exercise our discretion any time without assigning any reason whatsoever to monitor the Website and/or Content. We, nonetheless, assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the user submitting any such Content.
  4. The Content posted or any material or information transmitted to other members and for their own interactions with other users by the members of the Website is the sole responsibility of the posting member. We do not claim any control over the Content nor do we endorse such Content. The Content is not necessarily reviewed by us prior to posting and does not necessarily reflect the opinions or policies of the Company. We make no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that may be transmitted between the members.

Feedback Comments

  1. All the feedback comments posted on the Website shall belong to the Company and you agree to transfer all the copyright on feedback comments to us.
  2. You understand that the feedback ratings belong to us and cannot be used for any purpose other than providing the relevant rating on the Website based on your experience.

General Code of Conduct:

  1. You warrant that you shall:
    1. Comply with the applicable rules, regulations, laws, bylaws, etc.;
    2. Comply with all the terms, conditions and policies of the Website;
    3. If you are a Client, make payment to the Employee for the services rendered to you;
    4. If you are an Employee, deliver the services purchased from you by the Buyer, unless Buyer fails to meet the terms of the Listing Agreement;
    5. Adhere to our fee structure, billing process and duly pay the fees owed to the Company;
    6. Refrain from abusing any information provided to you by participating in any illegal practices;
    7. Respect the rights of other users of the Website and any third party whosever;
    8. Refrain from abusing the confidential information, belonging to anyone, you may come across while using this Website;
    9. Uphold the integrity of all work produced and not infringe upon any copyright or intellectual property rights belonging to anyone;
    10. Refrain from using bullying or harassing tactics during your use of the Website;
    11. Refrain from using any form of vulgarities or inappropriate language or imagery, including without limitation, child pornography on the Website;
    12. Refrain from impersonating;
    13. Refrain from creating multiple accounts, and shall not transfer your user account (including feedback) and username to another party;
    14. Refrain from harvesting or otherwise collecting information about the users, including email addresses;
    15. Refrain from using this Website to spread spam messages;
    16. Refrain from posting any virus or programming routines in an attempt to damage any system; illegally obtaining information of other users; or creating liability for the Company;
    17. Refrain from using the Website to conduct any form of illegal activities pertaining to, without limitation, money laundering or terrorist financing activities;
    18. Assume full responsibility for anything you post on the Website;
    19. Report any breaches and/or violations of this Agreement you may come across during your use of the Website;
    20. Refrain from under-bidding or using any other tactics in order to avoid Website Commission;
    21. Conduct in a professional manner all the communications with other users of the Website
  2. Whistle-blowing Policy: In case you suspect any fraudulent or illegal activities on this Website, please email our Security Desk at security@spiderwerkz.com. We will ensure the confidentiality of the user in accordance with our Data Protection Policy.
  3. All users are expected to act ethically with integrity. The Company has the authority to take disciplinary action, including termination of user account if it concludes that such user has violated the General Code of Conduct stated in this Clause 5.

Payment Terms

  1. All payment transactions between Clients-Website-Employee shall be made in US Dollars (USD).
  2. In case transaction(s) is/are allowed in multiple currencies, the users understand, agree and accept that the conversion rates shall be provided by the respective payment gateway, and the Company has no role in this matter whatsoever.
  3. The deposit of money in, and withdrawal from, the member account on the Website can be made via any of the following modes: Paypal or other major credit cards.
  4. You agree that we may, in our sole discretion, appoint various payment gateway agents to act to receive and make payments from or to the users on our behalf. Such third party will have the same right and will not be liable to any user for any loss, damage or liability resulting from payment gateway agent’s negligence beyond the authority given by us.
  5. All taxation liability arising out of the use of the Website shall be exclusively borne by the members. As the Company is incorporated in Singapore, any services rendered to Singapore users will be subject to an additional 7% GST (Goods and Services Tax) charge. You agree that you shall comply with tax regulations arising out of your use of the Website in your own jurisdiction.
  6. You understand, acknowledge and agree that:
    1. We are not an Escrow service provider, financial institution or provide any kind of banking service;
    2. The gold pods shown in your account represent our unsecured obligations to you;
    3. The funds held by us are commingled and held in a reputable financial institutions;
    4. You are not entitled to any interest on funds held by us;
    5. If your account has a negative balance, we will offset with funds that you received in your accounts. Any reverse payments you made may result in immediate suspension of your account.
    6. We reserve the right to collect any funds owed to us.
  7. We reserve the right to suspend a withdrawal request if the source of funds is suspected, or proved, to be fraudulent. Any funds so received out of a fraudulent transaction will be reversed immediately.
  8. If any user is found to indulge in acts amounting to violation of any of the provisions of this Agreement, he or she will not receive any credit or payment from the Website.
  9. Any kind of financial disputes arising between the Clients and Employee is out of the purview of the Company/Website. The users are advised to deal with such disputes at their own level without involving the Website in any kind of legal proceeding.
  10. We reserve the right to modify the fees and/or fee structure applicable to different users at any time without any prior or post notice to anyone.

Checkpoint Payment System

  1. Although we do not operate an escrow payment service, yet we offer a robust Checkpoint Payment System, which functions similar to an/a escrow/milestone payment system.
  2. How It Works:
    1. An Employee can request full/partial payment for the project in their Checkpoint Account.
    2. The Client can then make a Checkpoint payment, which will be locked from the Client's Account and cannot be claimed by the Employee until: (i) the Client and Employee agree that the Employee is entitled to claim the payment; or (ii) in case of a dispute, the Client and Employee have undergone the Dispute Resolution Process as mentioned in the Checkpoint Dispute Resolution Policy; or (iii) the Client specifically requests us to pay to the Employee.
  3. In case the Client does not approve of the Employee’s work. Client has the option to raise a checkpoint refund. Employee will have 3 days to agree to the refund or reject the refund. If the employee does not respond within 3 days to the refund request, the checkpoint refund will be release to the client. If despite repeated attempts among the parties to come to an agreement, the parties may elect to resolve their issue by following our Dispute Resolution Policy.
  4. In case the funds are held up in the Checkpoint system and the respective Client has not logged into their account for a continuous period of twelve (12) months (starting from the date of deposit of funds in the Checkpoint system), such funds will be unlocked and transferred to the Client’s account.

Dispute Resolution Policy

  1. Checkpoint Dispute Resolution Policy: Dispute is opened by listing out the full details by either party. Once a dispute is raised, the process cannot be cancelled and it will go through the following stages:
    1. Stage I: The other party is given 5 days to respond to the dispute. In case of failure to respond, the claimed amount shall be transferred to the claiming party. In case of a response from the other party, the dispute shifts to Stage II.
    2. Stage II: The parties can negotiate with each other in this stage on payment terms, scope of work, and any other issues that remain unresolved. The parties may agree on lesser than claimed amount. The parties will have 5 days to reach a settlement. If both parties cannot reach a settlement within the prescribe period of time, The dispute will shift to Stage III. 
    3. Stage III:  In this stage, both the parties have 5 days to submit any facts, materials, evidences, etc. in support of their claim. Dispute Resolution Team's decision is FINAL and non-reversable.
    4. Stage IV: After the expiry of Stage III, our Dispute Resolution team will reach a conclusion within 3 days, which shall be final, binding and irreversible. Abitration fee of minimum USD$10 or 5% (whichever is higher) of the dispute amount raised will be deducted.
  2. No Legal Services: You agree and acknowledge that by offering Dispute Resolution mechanism: (i) we are not providing legal services; (ii) we are not offering any legal advise; and (iii) you shall have the liberty to seek an independent legal counsel from licensed law practitioners in your jurisdiction.
  3. Other Disputes: In case of disputes other than Checkpoint Payments:
    1. you warrant that your first attempt shall be to amicably resolve any differences with the other party, including in relation to the quality of the services provided.
    2. in case of failure to amicably resolve the issue, you shall contact us before resorting to any other means.
    3. we may request for further information/evidences in order to resolve the dispute.
    4. you warrant that the documents you submit will be true, complete and correct
    5. we may accept/reject such information/evidences at our sole discretion.
    6. we shall full rights and powers to make a determination on all such disputes.
    7. we will make the determinations only as an ordinary reasonable person, and not as judicial person or an alternative dispute resolution institution.

General Disclaimers

  1. You are expected to maintain privacy and confidentiality about the combination of username and password you’ve registered with on this Website. We shall not be liable for any unauthorized access of member account by anyone other than the registered user.
  2. You are further expected to keep your account information and profile current and up-to-date. We shall not manage your member account or any information contained therein.
  3. All the Intellectual Property Rights issues pertaining to the deliverables between the Client and Employee, like transfer or licensing of Intellectual Property, have to be negotiated between the respective parties. We do not arbitrate between the parties in case of a dispute.
  4. In case of any dispute regarding payment or project completion, the Client and Employee will have to settle it among themselves without any involvement of the Website in any kind of legal or arbitration proceedings.
  5. The currency conversion transactions on the Website are based on the latest exchange rates as determined by the Monetary Authority of Singapore (MAS). As exchange rates fluctuate by the second and vary, we disclaim any variation on the exchange rates that you may come across during any currency conversion transaction on the Website.
  6. Some of the Content on this Website pertain to feedback comments about the users from other users who have done business together through the features provided on the Website. These comments reflect the personal opinions of the Clients and Employees about each other. We do not regulate such comments and ratings. Any Client and Employee relying on or ignoring these comments does so at his/her own risk.
  7. The Content posted by the users may relate to diverse matters, the authenticity and accuracy of which is not guaranteed by the Website. Users relying on such information do so at their own risk.
  8. The general content of this Website is informative in nature, and not in the advisory context.
  9. Since user identification on the internet is difficult, we cannot and do not confirm each user's purported identity, which is based solely on data that the user submits.
  10. You shall only be permitted to bring claims against the Company only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless agreed otherwise among the parties hereto, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favour of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other users.
  11. The Company may plead this Agreement in bar to any claim, action, proceeding or suit brought by the user, against us for any matter arising out of any transaction or otherwise in respect of this Agreement.
  12. The Company does not offer any form of insurance, or other Employee or Client protection.

Third Party Content

  1. You may come across advertisements or links to the third-party websites or the websites of affiliates or partners on the Website. The Content on these linked sites is not managed or controlled by us. Therefore, we do not take any responsibility for any transaction or dealing by the users with any of the linked third party website. All such cases shall be governed by the legal documents and policies of the linked sites.

Fees and charges

  1. The latest applicable fees and charges can be accessed here.

Indemnity

  1. Every user agrees to indemnify and hold us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and Employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of the content you submit, post, transmit or make available through the Website, your use of the Website, your violation of this Agreement, your violation of any rights of any other person, your use of the Checkpoint Payment and/or Dispute Resolution mechanism, your submission of any documentation or material subsequently being found to be false or misleading, our determinations out of the Dispute Resolution Policy, or any other loss suffered by the Website on account of your direct or indirect conduct.

Limitation of Liability

  1. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT SHALL WE BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO USERS FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL, AT ALL TIMES, BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE USERS TO THE WEBSITE FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

Copyright Infringement

  1. We abide by the Singapore Copyright Act (Chapter 63) by responding to written notices of alleged infringement by legitimate copyright holders. As part of our response to such notices, we may remove or disable access to allegedly infringing material on the Website. In order to file a copyright infringement notification, please send a written communication to our Copyright Agent and provide the following information in writing:
    • Identification of the copyrighted work that you claim has been infringed;
    • Identification of the specific material that is claimed as infringing and information sufficient for us to locate that material on our website;
    • A statement that you believe, in good faith, that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or by law;
    • If you are not the copyright owner, a description of your relationship to the copyright owner;
    • Your contact information, including your address, telephone number and email address;
    • A statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner; and
    • A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
  2. After receipt of a proper written notice, we will expeditiously remove or disable the allegedly infringing content, besides notifying the alleged infringing member and providing them with a copy of the copyright infringement notice.
  3. If the alleged infringing member believes that their content was removed or disabled by mistake or misidentification, such member can send us a written counter-notification that includes the following:
    • The member’s contact information, including name, address, email and telephone number;
    • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
    • A statement that the member consents to the jurisdiction of the Singapore Courts;
    • A statement under penalty of perjury that the customer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
    • A physical or electronic signature of the customer.
  4. Upon receipt of a proper written counter notification, we will provide the member submitting the infringement notice with a copy of the counter notification and will, on or after 10 business days following receipt of the counter notification, restore the removed material to the Website unless our Copyright Agent first receives notice that a court action has been filed to restrain the infringing member from engaging in infringement related to the allegedly infringing material.
  5. Under the Singapore Copyright Act, a copyright infringement may also constitute an offense that may result in fines of up to SGD $10,000 and imprisonment for up to 2 years. Therefore, we strongly advise you that if you are not sure whether material infringes your copyright, you should first consider contacting an attorney.

Waiver

  1. Our failure to enforce any right or to act with respect to any breach by a user of any clause or clauses of this Agreement shall not be construed as waiver of that right nor waives the Website’s right to act with respect to subsequent or similar breaches.

Severance

  1. If any provision contained herein is held to be invalid or unenforceable by a competent legal authority, such provision shall be struck off and the remaining provisions remain enforceable.

Jurisdiction

  1. All the disputes arising out of or related to this Agreement, or the members’ relationship with the Website shall be subject to the laws and courts of Singapore without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the courts of Singapore.

Contact Us

  1. In case you still need any clarification and/or information about this Agreement, please feel free to email the support team at support@spiderwerkz.com. 

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