Last Modified: September 15, 2021

These Service Provider Listing Terms and Conditions (the “Terms and Conditions”) set forth the terms and conditions governing the relationship between you (either as an individual or on behalf of the legal entity you represent) (the “Service Provider”) and Nouvre LLC (“Nouvre”) relating to Service Provider’s use of the softyWork Platform and the offering of Services on the softyWork Platform.

By using the softyWork Platform, or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, Service Provider accepts and agrees to be bound and abide by these Terms and Conditions, in addition to the softyWork Platform Terms of Use located at softywork.com/terms (“Terms of Use”) and the Nouvre softyWork Privacy Policy, located at softywork.com/privacy (“Privacy Policy”), and incorporated herein by reference. If you do not want to agree to these Terms and Conditions (including the Terms of Use or the Privacy Policy), you must not access or use the softyWork Platform.

Terms not defined in the Terms and Conditions shall have the meaning attributed to them in the Terms of Use. To the extent the Terms of Use or Privacy Policy are inconsistent with these Terms and Conditions, the Terms and Conditions shall control.

1. Services.

1. Services Advertising and Promotion. Subject to these Terms and Conditions, and payment of all fees for the Nouvre services, Nouvre agrees to provide Service Provider a limited, revocable, non-exclusive license to access the softyWork Platform and the content and services provided on the softyWork Platform solely for the purpose of advertising and promoting software development and other services (“Services”) to users of the softyWork Platform who are looking to hire service providers (“Clients”), and the entering into of Services Agreements with Clients.
2. Nouvre Not a Party to Any Transaction. Nouvre is not a party to any Services Agreement or other transaction between Service Providers and Clients. Nouvre merely serves as a limited payment collection agent of each Service Provider and Client for the purpose of accepting payments from the Client or third-party cardholder and/or bank accounts on behalf of the Service Provider, while assessing any applicable rental fees, transaction fees, rental cancellation fees, late rental drop-off fees, or other charges or costs associated with the transaction. Nouvre also does not get in the middle of disputes between Clients and Service Providers but may assist in the resolution of disputes and make decisions, in its sole discretion, relating to any refunds of fees or other amounts paid.
3. Client Identity Verification/Background Checks. Client verification on the Internet is difficult and Nouvre cannot, and does not assume any responsibility for, the confirmation of each Client’s purported identity or background.
4. Service Provider Identity and Location Verification. Nouvre reserves the right at any time to perform background checks on Service Providers and Service Providers may 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 Service Provider’s identity and location. You authorize Nouvre, directly or through third parties, to make any inquiries necessary to validate Service Provider’s identity, location, and confirm Service Provider’s ownership of its 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 softyWork account features may be temporarily limited.
5. Client Ratings. Service Provider acknowledges that the softyWork Platform is intended to refer Clients only to those Service Providers who maintain the highest standards of professionalism and quality of service. Service Provider acknowledges that Clients may rate and review a Service Provider at any time. Service Provider agrees to maintain high standards of professionalism, quality and service, including maintaining a Client rating at or above the minimum rating established by Nouvre for access to the softyWork Platform, as modified from time to time.

2. Service Provider Obligations and Responsibilities.

1. Compliance with Applicable Law. Service Providers are fully responsible for and agree to comply with all applicable laws, rules and regulations applicable to the listing or advertising of the Services and the conduct of Service Provider’s business, including but not limited to any and all laws, rules, regulations or other requirements relating to taxes, credit cards, data and privacy, taxes, permits or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable.
2. Services Listings. All Services listings on the softyWork Platform are the sole responsibility of the Service Provider, and Nouvre specifically disclaims any and all liability arising from the alleged accuracy of the listings, reviews, or any alleged breaches of contract on a Client's part.
3. Services Agreements.
1. When Service Provider enters into a Services agreement with a Client, except as otherwise agreed to by the Service Provider and Client, Service Provider agrees to use the Terms of Service located at [URL] and these Terms of Services will apply to the Services Agreement by default.
2. Nouvre is not a party to any Services Agreement by or between Users regardless of whether these Terms of Service are incorporated. Service Provider acknowledges and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Services Agreement with each other. These Terms of Service are a sample only, which may not be appropriate for all Services Agreements, and which may be adjusted and added to as Users deem appropriate. Users choose whether to use these Terms of Service in whole or in part.
3. Service Provider acknowledges and agrees that it will have the Terms of Service reviewed by its own counsel to determine whether the Terms of service are appropriate. Nouvre makes no representations or warranties with regard to the Terms of Service, and use of the Terms of service and the softyWork Platform is at Service Provider’s sole risk.
4. License and Rights Granted to Nouvre.
1. By submitting or authorizing Service Provider contributed User Contributions, Service Provider grants to Nouvre and its affiliates a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any of Service Provider’s User Contributions, in connection with Nouvre’s business or the business of its affiliates.
2. Service Provider further grants Nouvre and it affiliates the ability to copyright and protect the User Contributions, including the images, copy, and content available via any Service Provider’s listing, from the unauthorized use by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to file suit to seek injunctive relief to protect such material. You further agree to assist Nouvre, at Nouvre’s expense and control, to protect such copyrighted material from unauthorized redistribution.
3. Service Provider agrees that Nouvre may sublicense all the rights granted to it under these Terms and Conditions to one or more third parties Nouvre may contract with to display all or part of the Service Provider’s Services listing or otherwise provide promotional or other services related to Nouvre’s business. Further, Service Provider agrees that Nouvre may reproduce in whole or in part any photographic material supplied by Service Provider in the promotion of the Services or the promotion of the softyWork Platform. In the event that it is determined that Service Provider retains any rights of attribution, integrity or any other moral rights in any User Contributions, Service Provider hereby declares that it does not require that any personally identifying information be used in connection with the User Contributions or any derivative works thereof and that Service Provider has no objection to the publication, use, modification, deletion or exploitation of the User Contributions by Nouvre or its affiliates.
5. Limitations on Communications and Use of Client’s Information.
1. Service Provider agrees that, with respect to Client’s personal information that Service Provider obtains directly or indirectly from or through the softyWork Platform or through any softyWork Platform-related communication or transaction, Nouvre grants to Service Provider a license to use such information only for: (a) softyWork Platform related communications that are not unsolicited commercial messages, (b) using services offered through the softyWork Platform, and (c) inquiring about or otherwise facilitating a financial transaction between Service Provider and the Client related to the purpose of the softyWork Platform. Any other purpose will require express permission from the Client. Service Provider may not use any such information for any unlawful purpose or with any unlawful intent.
2. In all cases, Service Providers must give Clients an opportunity to remove their information from the Service Provider address book or database or other records and a chance to review what information Service Provider has collected about them. In addition, under no circumstances, except as defined in this section, may Service Provider disclose personal information about a Client to any third party without both Nouvre’s consent and the consent of the Client. Further, Service Provider agrees that it will protect Client’s personal information with the same degree of care that it protects its own confidential information (using at minimum a reasonable standard of care), and Service Provider assumes all liability for the misuse, loss, or unauthorized transfer of such information.

3. Fees, Payment Terms.

1. Subscription Fees. Service Provider shall pay Nouvre the fees and expenses set forth in the applicable order between Service Provider and Nouvre. Payment will be as set forth in the applicable order form, generally by major credit card or debit card, Paypal, e-check or similar, on an annual automatic and recurring basis. A valid credit card must remain on file at all times. Late payments shall be subject to a charge of 18% per annum on the due amount from due date until payment has been received by Nouvre.
2. Automatic Renewal of Subscriptions. For any subscription paid for by credit card, such subscription shall automatically renew at the expiration of the then-current term for an additional term of the same duration (as the previous term) and at the then-current non-promotional subscription rate. Automatic renewal applies to all subscriptions purchased by credit card or e-check. The automatic renewal feature allows your service to remain uninterrupted at the expiration of your then-current term. If Service Provider wishes to turn off auto-renewal, Service Provider must log on to its account and manually turn off auto-renewal, prior to expiration of the then-current term. Requests received via email, voicemail, or other correspondence do not constitute a valid opt-out. Upon any such turning off auto-renewal, your subscription will remain active through the expiration of your then-current subscription term, however your subscription will not be automatically renewed upon the expiration of your then current term. If the subscription does not auto-renew or expires at the end of the then current subscription term and Service Provider desires to renew the subscription, Service Provider will be required to pay the then-current non-promotional subscription rate to renew the subscription or to activate a new subscription.

If Service Provider does not turn off auto-renewal, Service Provider re-affirms and authorizes Nouvre to charge the credit card at the end of each subscription term for an additional term of the same duration as the initial term and at the then-current non-promotional subscription rate for the same product or service. Nouvre intends to send reminder emails, prior to the expiration of the term, with regard to the subscription end date and automatic renewal.
3. Non-Subscription Listings. If Nouvre enables Service Provider to list or promote Services on a basis other than by subscription, Service Provider agrees to pay the fees, if any, as described in the sign-up process. The sign-up process and additional notices Service Provider may receive from Nouvre may also provide additional terms and conditions for such listings.
4. Services Charges and Payment. Service Provider acknowledges and agrees that all payments made by Clients under the terms of the Services Agreement will be billed and collected by Nouvre using credit card information provided by each Client as set forth in the Terms of Use. Service Provider further understands and agrees that Nouvre is only providing billing and collection services to Service Provider and is not a party to the Services Agreement between Service Provider and Clients nor responsible for any obligations of Service Provider or Clients under the Services Agreement. Upon receipt of payment from a Client, Nouvre will pay to Service Provider the fee set forth in the Services Agreement, less the service charge payable to Nouvre in an amount specified in Service Provider’s account profile registered with Nouvre or as set forth on the softyWork Platform. Payments to Service Provider will be made by Nouvre within 14 days of receipt of the payment from each Client unless there is an ongoing dispute.
5. Cancellations, Disputes and Chargebacks. Service Provider shall be responsible for all terminations of Services Agreements by Clients and resolving all disputes with Clients related to payments under any Services Agreement. Nouvre shall use commercially reasonable efforts to assist Service Provider with respect to any cancellations, disputes and chargebacks, and will take reasonable efforts to mediate any disputes. Service Provider shall refund to Nouvre, or Nouvre may refund to the Client in Nouvre’s sole discretion, any payments made for Services that are subject to any cancellation, the successful dispute of the charges by a Client, or subject to any chargeback of such payment by a Client, and, if requested by Nouvre, Service Provider agrees to provide to Nouvre Service Provider’s credit card information and authorizes Nouvre to charge Service Provider’s credit card for all refunds due Nouvre resulting from cancellations, disputes or chargebacks related to the provision of Services.
6. Taxes. Service Provider acknowledges and agrees that Service Provider is solely responsible (a) for all tax liability associated with payments received from Service Provider’s Clients and through the softyWork Platform, and that Nouvre will not withhold any taxes from payments to Service Provider; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Service Provider is not covered by or eligible for any insurance from Nouvre; (c) for determining whether Service Provider 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 fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (d) if outside of the United States, for determining if Nouvre is required by applicable law to withhold any amount of the Services fees and for notifying Nouvre of any such requirement and indemnifying Nouvre for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Nouvre, Service Provider agrees to promptly cooperate with Nouvre and provide copies of Service Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Service Provider is engaging in an independent business as represented to Nouvre.

4. Non-Circumvention of Service Charge Obligation.

Service Provider will not use the softyWork Platform to find a Client and then complete a transaction independent of the softyWork Platform in order to circumvent the obligation to pay any service charges related to Nouvre’s provision of the Services or for any other reasons. Service Provider agrees that Nouvre shall be entitled to its service charge on all violations of this Section in addition to any other remedies available to Nouvre.

5. Representations, Warranties and Disclaimers.

1. Service Provider Representations and Warranties. In addition to any other representations in this Agreement, Service Provider represents and warrants to Nouvre that: (a) Service Provider has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under the Agreement; (b) the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against Service Provider in accordance with its terms; and (c) Nouvre will at all times comply with all applicable laws.
2. Responsibility for Employees and Subcontractors, including Agency Members. If a Service Provider subcontracts with or employs third parties to perform Services on behalf of the Service Provider under any Services Agreement, the Service Provider represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times the Services Provider remains responsible for the quality of the Services and represents and warrants that Service Provider has entered into agreements with any such employees and subcontractors on confidentiality and intellectual property at least as strong as those in the Services Agreement.

6. Indemnification.

In addition to any other indemnification obligations, Service Provider shall defend, indemnify and hold harmless Nouvre and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of, resulting from or relating to: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Provider's acts or omissions, (b) any claims by any Client or softyWork Platform user related to the Service Provider or the Services, and (c) Service Provider's breach of any representation, warranty, or obligation under this Agreement.

7. Limitation of Liability.

1. EXCLUSION OF DAMAGES. IN NO EVENT WILL NOUVRE OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (b) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF NOUVRE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY SERVICE PROVIDER IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE ACTION OR CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8. Term and Termination.

1. Term. Unless earlier terminated in accordance with this Agreement, this Agreement will continue in effect for the period set forth in the applicable Services order form. Unless written notice of termination is provided at least thirty days prior to the end of the then current term, the Agreement will automatically renew for additional 30-day periods (or such other period as agreed to by the parties).
2. Termination. In addition to any other express termination right set forth elsewhere in this Agreement, Nouvre may suspend or terminate Service Provider’s access or use of the softyWork Platform, and the Agreement, at any time if there is any breach of any provision of the Agreement, including any unauthorized use of the softyWork Platform.
3. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

9. Force Majeure.

Nouvre shall not be liable for any default or delay in the performance of any of its obligations under the Agreement if and to the extent such default or delay is caused, directly or indirectly, by (a) fire, flood, earthquake, elements of nature or acts of God; (b) wars (declared and undeclared), acts of terrorism, sabotage, riots, civil disorders, rebellions or revolutions; (c) extraordinary malfunction of third-party Internet infrastructure, data centers or related systems or (d) acts of any governmental authority with respect to any of the foregoing, and provided that such default or delay cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable alternate sources, workaround plans or other commercially reasonable means.

10. Assignment.

Service Provider may not assign this Agreement. Nouvre may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

11. Changes to the Terms and Conditions.

Nouvre may revise and update these Terms and Conditions from time to time in its sole discretion. All changes are effective immediately when Nouvre posts them and apply to all access to and use of the softyWork Platform thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the softyWork Platform. Your continued use of the softyWork Platform following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you.

12. Miscellaneous.

1. Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by person delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses provided by the parties.
2. Severability. Should any provision of the Terms and Conditions be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions will not be affected or impaired thereby.
3. Waiver. The waiver by either party of a breach of any provision of the Terms and Conditions of the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.
4. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
5. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
6. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby.
7. Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
8. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
9. Entire Agreement. These Terms and Conditions, including the Terms of Use and Privacy Policy Agreement, and all terms and other documents referenced in those agreements, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.