Terms and Conditions

 

The following terms and conditions (these "Terms") are a contract between subcontractor (“Subcontractor”), contractor (“Contractor”) and 56 Degrees, LLC d/b/a Scholarbiz.com (“Scholarbiz,” “we,” “us”). By using www.scholarbiz.com (“Website”), opening an account with us or by clicking to accept or agree to the Terms when this option is made available to Contractor and/or Subcontractor, Contractor and/or Subcontractor accept and agree to be bound and abide by these Terms. If Contractor and/or Subcontractor do not want to agree to these Terms, Contractor and/or Subcontractor must not access or not use www.scholarbiz.com. Scholarbiz.com may make changes to these Terms, which changes will be binding on all of Scholarbiz users.

By using this Website, Contractor and/or Subcontractor represent and warrant that Contractor and/or Subcontractor are of legal age to form a binding contract with us or any potential Contractor and meet all of the foregoing eligibility requirements. If Contractor and/or Subcontractor do not meet all of these requirements, Contractor and/or Subcontractor must not access or use the Website.

1. Summary. The Website is a forum where Contractors and Subcontractors use our marketplace for online work. Contractors may provide certain offers or request certain projects to Subcontractors, wherein Subcontractors can accept such an offer or reject.

2. Relationships/Engagements. The contracting of a project is between a Contractor and Subcontractor, and we are not a party to such a contract. Upon acceptance of an offer, the Contractor agrees to purchase, and Subcontractor agrees to deliver, the services and related deliverables as required by Contractor. Contractor and Subcontractor is responsible for the performance and quality of the services in accordance with the project agreement in a timely manner.

3. Independence. Contractor and Subcontractor acknowledge and agree that their relationship is that of independent contractors. Subcontractor shall perform services as an independent contractor and nothing in these Terms shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between (a) Subcontractor and Contractor, (b) between us and Contractor, or (c) Subcontractor and us.??

4. Registered Users. We are not a party to the dealing, contracting and fulfillment of any project between Contractor and Subcontractor. We have no control over and do not guarantee the quality, safety or legality of any services performed or products created, advertised, the truth or accuracy of such agreements or projects, Contractor’s ability to pay for services. We are not responsible for and will not control the manner in which Contractor and Subcontractor operate and are not involved in any contract between Contractor and Subcontractor. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Contractor and Subcontractor. Any materials, formulas, specifications, drawings, diagrams and/or methods (“Materials”) used to complete any project shall be the exclusive property of Scholarbiz. Any and all communication between Contractor and Subcontractor must be made through Scholarbiz or its portal, and website.?

5. No Agency. These Terms and any use of the Website by any Contractor or Subcontractor will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between Contractor and Subcontractor and us, except solely stated herein.?

6. Taxes. Contractor and Subcontractor are responsible for payment and reporting of any taxes. Contractor and Subcontractor agree that they will abide by any and all applicable state and federal tax statutes, regulations and common law.

7. Copyright. Subcontractor acknowledges and agrees that, as between Subcontractor and Contractor, Contractor exclusively owns and shall own all right, title and interest in and to any new design, process, technology or other intellectual property produced, developed or created by Subcontractor (whether produced, developed or created independently, jointly or in conjunction with Contractor or with some third party), all of which shall be considered "works made for hire," including but not limited to all copyrights, patents, all registrations that may issue therefore, trade secret rights, moral rights, any contract and licensing rights, and all claims and causes of action of any kind with respect to any of the foregoing. Subcontractor shall execute such documents, render such assistance and take such other action as Contractor may reasonably request to apply for, register, perfect, confirm and protect Contractor’s ownership rights set forth in this Section.

8. Termination. These Terms shall become effective as Contractor and Subcontractor contractual agreement upon Contractor’s and Subcontractor’s use of the Website, and shall continue until Contractor’s and Subcontractor’s account is terminated by Contractor, Subcontractor or us, as provided for under the terms of this section.?Unless otherwise agreed to in writing between the parties, any party may terminate the contractual agreement represented by these Terms at any time upon notice to the other party. Any termination will automatically lead to the termination of all related profile. When any party terminates for any reason, Contractor and Subcontractor may no longer have access to data, messages, files and other material Contractor and Subcontractor may keep on the Website. The material may be deleted along with all Contractor’s and Subcontractor’s previous posts and proposals.

9. Disclaimer. To the extent permitted by law, (1) we make no promise or representation as to any potential Contractor’s request or offer, its completeness, accuracy, availability, timeliness, propriety, security or reliability; (2) Contractor’s and Subcontractor’s access and use the Website at their own risk, (3) we are not liable for any harm resulting from (a) any Website content; (b) Contractor or Subcontractor conduct, e.g. illegal conduct; (c) Contractor’s and Subcontractor’s use of this Site; or (d) our representations; (4) WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, DISCLAIM ALL WARRANTIES & CONDITIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (5) WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS (E.G. OF PROFIT, REVENUE, DATA, OR GOODWILL); (6) IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED $100 OR WHAT YOU PAID US IN THE PAST YEAR.

10. Compliance with laws. Contractor and Subcontractor will comply with applicable laws, rules and regulations that govern the services each is required to perform.

11. Waiver. The failure of Scholarbiz.com to enforce any right or remedy provided in these Terms or by law on a particular occasion will not be deemed a waiver of that right or remedy on a subsequent occasion or a waiver of any other right or remedy.

12. User Conduct.

Adult Services & Pornography – Scholarbiz.com prohibits any exchange of adult oriented or pornographic materials and services.

Inappropriate Behavior & Language - Communication on Scholarbiz.com should be friendly, constructive, and professional.

Privacy & Identity - Contractor and Subcontractor may not publish or post other people's private and confidential information. Any exchange of personal information required for the completion of a service must be provided in the allotted page.

Fraud / Unlawful Use - Contractor and Subcontractor may not use Scholarbiz.com for any unlawful purposes or to conduct illegal activities.

Selling Accounts - Contractor and Subcontractor may not buy or sell Scholarbiz.com accounts.

13. Disclaimer of Warranties. THE SERVICES PROVIDED BY SCHOLARBIZ.COM ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBCONTRACTOR OR CONTRACTOR. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Limitation on Liability. IN NO EVENT WILL SCHOLARBIZ.COM, ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Indemnity. To the extent permitted by law, Contractor and/or Subcontractor agree to defend, hold harmless and indemnify Scholarbiz.com, our affiliates, and our respective officers, directors, employees, attorneys, agents and their respective successors and assigns (each party “Indemnified Party”) from and against any and all losses, costs, expenses, damages or other liabilities including reasonable attorneys’ fees and costs incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third-party against an Indemnified Party in connection with Contractor’s and/or Subcontractor’s use of the Website, including: (a) any payment obligations incurred through use of the Website; (b) any allegation of any infringement, misappropriation, or other violation of any intellectual property rights by Contractor and/or Subcontractor or their agents, including by any work product provided by scuh agents; (c) Contractor’s and/or Subcontractor’s (i) use of the Website, (ii) decision to supply credit or other information via the Website, including financial information, (iii) decision to submit postings and accept offers from other Contractor’s and/or Subcontractor’s, (iv) breach of any provision of these Terms, (v) dispute of or failure to pay any invoice or make any other payment, (vi) obligation to any Contractor and/or Subcontractor, including payment obligations; (d) any breach of contract or other claims made by Contractor and/or Subcontractor which conducted business through the Website; (e) any liability arising from the text treatment of payments or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with these terms, including but not limited to all costs incurred in conjunction with any interpleader; or (g) monies deposited under any account. The foregoing indemnity will include without limitation, such cause of action, claim, suit, proceeding, demand or action rising of the negligence of any Indemnified Party; provided that the foregoing indemnification shall not extend the gross negligence or willful misconduct of an Indemnified Party.

16. Governing Law/Jurisdiction/Venue: The validity and construction of these Terms shall be governed by the laws of the State of Michigan, excluding the conflict of laws principles thereof. The parties agree that any dispute concerning the enforcement or interpretation of this agreement shall be submitted to a state court in Oakland County, Michigan or the federal district court in Detroit, Michigan, for resolution, and to the extent necessary all parties or beneficiaries of this agreement submit to the jurisdiction of the State of Michigan, courts and agree to waive any challenge to personal jurisdiction.

17. JURY WAIVER. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER DOCUMENTS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION AND (c) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE.