Terms and Conditions

TERMS AND CONDITIONS FOR Copybreeze 

Introduction

These terms and conditions (the “Terms”) of Copybreeze, expressly declare and outline the rules and regulations for the use of Copybreeze Website (the “Website”), accessible at https://Copybreeze.com/. The Terms are conditions precedent for the use of the Website. By accessing/using/recommending/signing up/referring to someone/opening a link to the Website, we assume you accept these terms and conditions (the “Terms”), and you declare that you expressly accept the Terms of the Website without any force and coercion. You are hereby warned and made clear without any kind of ambiguity that if you do not accept these Terms you may not proceed further. You are also being made aware that if you sign up/move forward/access/recommend to someone without accepting the Terms, you would keep Copybreeze, Website, its owners/affiliates/employees and all person affiliated with Website, harmless and you waive off all your rights to sue the Website its owners and all affiliates. Do not continue to use Website if you do not agree to take all of the terms and conditions stated on this page. You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Copybreeze in the user interface.

DEFINITIONS

"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with Copybreeze.

"Client" means any authorized User utilizing the Site to request Freelancer Services to be performed by a Freelancer (i.e., a User who is a client or potential client of Freelancer Users). From time to time, Copybreeze may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Copybreeze when Copybreeze acts in this way.

"Client Deliverables" means documents, instructions, requests, intellectual property, and any other information or materials that a Freelancer receives from a Client for a particular Service Contract.

"Confidential Information" means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) 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 (d) was independently developed by User without use of another person's Confidential Information.

"Fixed-Price Contract" means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services requested by Client for such Service Contract.

"Freelancer" means any authorized User utilizing the Site to offer Services to Clients. A Freelancer User is also a customer of Copybreeze with respect to use of the Site and the limited Site services.

"Freelancer Deliverables" means documents, instructions, requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.

"Freelancer Fees" means: (a) for a Fixed-Price Contract, fixed fee agreed between a Client and a Freelancer; and (b) any bonuses paid or other payments made by a Client for a Service Contract.

"Freelancer Services" means all services performed for or delivered to Clients by Freelancers.

"Job" means Freelancer Services that a Freelancer agrees to provide to a Client. This term does not imply an employment relationship and is not to be interpreted in that manner.

"Payment Method" means payment through a valid credit card issued by a bank acceptable to Copybreeze or direct bank transfer or such other method of payment as Copybreeze may accept from time to time in our sole discretion.

"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.

"Service Contract" means the contractual provisions accepted by both a Client and a Freelancer governing the Services to be performed by a Freelancer for Client.

"Site Services" means all services that are accessible through the site.

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

"User Content" means any data, feedback, reviews, information, content, text, video, music, or other information that you post to any part of the Site.

About the Website

  1. Welcome to Copybreeze, a freelance marketplace that provides the services where the buyer and seller meets and perform the task assigned (the 'Services ').

  2. The Website is a marketplace where clients and freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, Copybreeze provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and managing disputes related to those Service Contracts. If a Client and Freelancer agree on terms of the Freelancer Services, a Service Contract is formed directly between such Client and Freelancer. When Client and Freelancer enter a Service Contract, they use the Site to hire, manage, and pay online.

  3. We reserve the right to review and change any of the Terms by updating this page at its sole discretion. When we update the Terms, it will use reasonable endeavors to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

Signing-up to use the Services

  1. In order to access the Services, you must first have an account, and for having an account you need to register yourself.

  2. As part of the registration process, you may be required to provide personal information about yourself (such as identification or contact details), including:

    1. Email address

    2. Preferred username

    3. Mailing address

    4. Telephone number

    5. Password

  3. As a part of the registration process you may also be asked to furnish the following info

  1. gender, 

  2. date of birth, 

  3. job title

  4. Copybreeze information

  5. referral source

  6. Bank details, 

  7. Credit/debit card details that may include billing address, identity details, and professional profile

  1. You warrant that any information you give to Copybreeze in the course of completing the registration process will always be accurate, correct, and up to date.

  2. Once you have completed the registration process, you will be registered on the Website and agree to be bound by the Terms. As a user, you will be granted access to the Services from the time you have completed the registration process

  3. You may not use the Services and may not accept the Terms if:

    1. you are not of legal age to form a binding contract with Copybreeze i.e. less than 18 years of age; or

    2. you are a person barred from receiving the Services under the laws of your country.

Your obligations

  1. As a Member, you agree to comply with the following:

    1. you will use the Services only for purposes that are permitted by:

      1. the Terms; and

      2. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

    2. you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

    3. any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Copybreeze of any unauthorised use of your password or email address or any breach of security of which you have become aware;

    4. access and use of the Website is limited, non-transferable, and allows for the sole use of the Website by you for the purposes of Copybreeze providing the Services;

 

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.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Copybreeze reserves the right to decline a registration to join Copybreeze or to add an Account of any type (i.e., as a Client or Freelancer), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an employee or agent on behalf of a Copybreeze, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the Copybreeze. Your privacy is important to Copybreeze and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

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 Copybreeze. You authorize Copybreeze, 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, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Copybreeze to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Copybreeze and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Copybreeze; Copybreeze provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Copybreeze post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Copybreeze on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Copybreeze will make Composite Information available to other Users, including composite or compiled feedback. Copybreeze provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Copybreeze does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

SERVICE CONTRACTS

If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client 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 Copybreeze is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Copybreeze and any User or a partnership or joint venture between Copybreeze and any User.

With respect to any Service Contract, Clients 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 Copybreeze’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. Only to the extent that they have not entered into another agreement or terms with respect to a Service Contract, the parties to a Service Contract agree that the Optional Service Contract Terms apply to their Service Contract.

EXCLUSIVITY AND NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation Copybreeze receives for making the Site available to you is collected as a Service Fee described in the foregoing subsection titled "Service Fee." Copybreeze only deducts this Service Fee when a Client pays and a Freelancer receives payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the "Exclusivity Period"), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "Copybreeze Relationship").

Non-Circumvention. You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

i. Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.

ii. Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

iii. Invoice or report on the Site an amount lower than that actually agreed between Client and Freelancer.

You agree to notify Copybreeze immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Copybreeze by sending an email message to us at Customer Support on hello@Copybreeze.com

WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Copybreeze MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Copybreeze DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

PAYMENT TERMS

Service Fee

Freelancer agrees that when a Client pays a Freelancer or funds related to a Job are otherwise released to a Freelancer, Copybreeze will first deduct up to 14% service fee for creating, hosting, maintaining, and providing the Site Services and then credit the balance into the Freelancer’s Account. Client and a Freelancer are obligated to use the Site to pay and receive payment for Freelancer Services if they identified each other through the Site, as detailed in Section 7 titled "Exclusivity and Non-Circumvention," below.

Membership Fees

Copybreeze reserves the right to introduce a new component in, or convert any present component of, the Site Service into a paid service and introduce a subscription based mechanism. Copybreeze shall ensure that before implementing the subscription based services, the existing Users shall be notified in advance.

Disbursements to Freelancers

Copybreeze disburses funds that are payable to Freelancer under the Service Contract for the Job (less any applicable service fees) in accordance with the Freelancer's payment instructions provided to Copybreeze within ninety days after the Freelancer Fees are due and payable from Client. Freelancer agrees that it will not receive interest or other earnings on the funds held by Copybreeze prior to disbursement to Freelancer. Freelancer acknowledges that Payment Gateway may deduct some nominal fees according to applicable rates for remitting the money to the Freelancers Account as per the payment method chosen by the Freelancer.

Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, we hold the disbursement of the Freelancer Fees. Additionally, we may hold the disbursement of the Freelancer Fees if: (a) we or our payment gateways require additional information, such as Freelancer's passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Freelancer's obligations under a Service Contract, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law.

Non-payment

If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, Copybreeze may suspend or terminate Client's Account, the processing of any additional payments, and any Freelancer Services in progress.

Without limiting other available remedies, Client must pay Copybreeze upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Copybreeze, at our discretion, may set off amounts due against other amounts received from or held by Copybreeze, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

No Return / Partial refund of Funds

Client acknowledges and agrees that Copybreeze will charge Client's designated Payment Method for the Freelancer Fees for Fixed-Price Contracts, upon Client’s acceptance of the Freelancer Services. Therefore, and in consideration of the Site Services provided by Copybreeze, Client agrees that once Copybreeze charges Client's designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law or the Freelancer terminates the Service Contract. Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Copybreeze shall be entitled to the full amount that has been improperly charged back plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. It is hereby clarified that only in the event the Freelancer terminates the Service Contract before completing the Job, the Client shall be entitled to a refund a pro-rata share of Freelancer Fees which shall include, but not limited to, fees for the portion of the work not done and proportionate share of Copybreeze’s service fees.

Formal Invoices and Taxes

Copybreeze shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees.

Payment Methods

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes Copybreeze to run necessary authorizations on the Payment Method provided by Client, to store such details as Client's method of payment for Services, and to charge such Payment Method in accordance with the terms of this Agreement.

By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may also charge interest as per Clause 6.6 and/or terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.

 

Unauthorized Access and Use; Site Interference; Malicious Software

The Site contains robot exclusion headers. You will not access the Site for any illegal purpose including, without limitation,: (a) not take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, without the prior express written permission of Copybreeze and/or the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) transmit spam, chain letters, or other unsolicited communications; (f) collect or harvest any personally identifiable information, including Account names, from the Site; (g) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Copybreeze or any third party.

Third-Party Verification and Monitoring

The Site makes available various services provided by third parties to verify a User's credentials, providing testing services and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Copybreeze. Copybreeze neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Copybreeze's authorized employees acting in their official capacities.

Links and Applications

The Site may contain links to third-party websites. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites will be governed by the terms and policies of the applicable third-party websites. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.

Mobile and Other Devices

When using our mobile applications, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.

We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Copybreeze reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Copybreeze will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.

 

LIMITATION OF LIABILITY

Copybreeze is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

  • your use of or your inability to use our Site or Site Services;

  • delays or disruptions in our Site or Site Services;

  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;

  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;

  • damage to your hardware device from the use of the Site or Site Services;

  • the content, actions, or inactions of third parties’ use of the Site or Site Services;

  • a suspension or other action taken with respect to your Account;

  • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and

  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

  1. INDEMNIFICATION

You will indemnify, defend, and hold harmless Copybreeze, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor or non-compliance with IR35 including for the failure to provide Copybreeze with a designation including accurate information on the applicability of IR35; the classification of Copybreeze as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. 

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  1. TERMINATION

Unless both you and Copybreeze expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to hello@Copybreeze.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Copybreeze is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Copybreeze to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Copybreeze will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Copybreeze for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

Without limiting Copybreeze’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Copybreeze or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Copybreeze’s prior written consent. If you attempt to use the Site 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 owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF Copybreeze DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, Copybreeze HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT Copybreeze WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

  1. DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and Copybreeze or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out, you, Copybreeze, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Copybreeze (including without limitation any claimed employment with Copybreeze or one of our Affiliates or successors), the termination of your relationship with Copybreeze, or the Site Services (each, a “Claim”) (sometimes referred to as the “Arbitration Provision”).

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Copybreeze or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising. 

  1. 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. To the extent a User provides Confidential Information to another User, 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.

Copyright and Intellectual Property

  1. The Website, the Services and all of the related products of Copybreeze are subject to copyright. The material on the Website is protected by copyright laws and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes and are reserved by Copybreeze or its contributors.

  2. All trademarks, service marks and trade names are owned, registered and/or licensed by Copybreeze, who grants to you a worldwide, non-exclusive, royalty- free, revocable license whilst you are a Member to:

    1. use the Website pursuant to the Terms;

    2. copy and store the Website and the material contained in the Website in your device's cache memory; and

    3. print pages from the Website for your own personal and non-commercial use.

Copybreeze does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Copybreeze.

  1. Copybreeze retains all rights, title, and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

    1. business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or

    2. a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or

    3. a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

  2. You may not, without the prior written permission of Copybreeze and the   permission of any other relevant rights owners: broadcast, republish, Sell, rent or sub-license, reproduce, duplicate or copy, redistribute content, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

  1. Confidential Information

You hereby declare that any confidential information related to anyone that is acquired during the course of the use of this Website, shall be kept to yourself and shall not be made public in any manner. You shall not make public any conversation, pictures, and videos of any one that were disclosed to you without the written consent of the person. Any claim arising out the dispute regarding the confidential information shall be the responsibility of the users and the Website and Copybreeze shall be placed unharmed and no action can be taken against Copybreeze.

  1. Privacy

    1. Copybreeze takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Copybreeze's Privacy Policy, which is available on the Website and can be viewed at this link https://Copybreeze.com/privacy

  2. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

 

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

 

Severance

Any provision of this Agreement which is declared void or unenforceable by any competent authority or court shall, to the extent of such invalidity or unenforceability, be deemed severable and shall not affect the other provisions of this Agreement which shall continue unaffected.

 

Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.

 

Contact us 

In case you have any kind of query or question regarding the Terms and Conditions you may contact us at copybreeze@MedTals.com