USER AGREEMENT

Welcome to 31Projects.com, the online service of 31Projects, Inc. (hereafter referred to as “31Projects”, “we”, or “us”).  This page explains the terms by which you may use our web site, feeds, mobile device applications, applications for third-party web sites and services, and any other mobile or web services or applications owned, controlled, or offered by 31Projects (collectively referred to as the “Site”).  By accessing or using the Site you signify that you have read, understood, and agree to be bound by the following User Agreement (“User Agreement” or this “Agreement”), which includes and hereby incorporates by reference the agreements and policies referenced in this User Agreement.  We reserve the right to revise this User Agreement and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised User Agreement, or part thereof, will take effect when it is posted.

Site Services

31Projects makes the Site available as an online platform where “Members”, including “Project Sponsors” and “Consultants”, can connect with each other for the completion of “Projects” by the Consultants for the Project Sponsors.  Projects can be one of two three types: “Consult Projects,” “Managed Consult Projects” or “Challenge Projects”.  In a Consult Project, interested Consultants apply individually or as a team of multiple Consultants to the Project, and the Project Sponsor selects a Consultant or team to complete the project work.  A Managed Consult project functions essentially the same as a Consult Project except that a 31Projects consulting advisor overtakes the majority of the project management activity from the Project Sponsor.  In a Challenge Project, all interested Consultants may participate by making a submission to the Project, and the Project Sponsor names one submission at the end of the Project as the winner.

Relationship Between Project Sponsors and Consultants

The contracting and fulfillment of Projects are directly between Project Sponsor and Consultant.  31Projects shall have no obligation to ensure that any Project Sponsor or any Consultant fulfills their obligations to the other.  Upon selection of Consultant to conduct a Consult Project or Managed Consult Project, Project Sponsor agrees to purchase, and Consultant agrees to deliver, the services in accordance with the project description provided by the Project Sponsor and the Consult Project Contract.  Project Sponsor is responsible for managing, inspecting, accepting, and paying for satisfactory services in accordance with the Consult Project Contract (Consult and Managed Consult projects) or Challenge Project Contract (Challenge projects) in a timely manner.  Consultants are responsible for the performance and quality of their work on Consult, Managed Consult or Challenge Projects under the Consult or Challenge Project Contract and ensuring that their work meets the requirements set out by the Project Sponsor.  Project Sponsor and Consultant each acknowledges that it is responsible for understanding the requirements and relevant contract for each Project and should consult their own advisers as to whether their rights are adequately protected.

Project Sponsor and Consultant each acknowledges and agrees that their relationship is that of independent contractors.  The Consultant shall perform the services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Project Sponsor and Consultant or between 31Projects and any Consultant or Project Sponsor.

Relationship with 31Projects

31Projects is not a party to the contracting and fulfillment of Projects between Consultants and Project Sponsors.  31Projects has no control over and does not guarantee the quality of services provided by Consultants or the ability of Project Sponsors to pay for such services.  Any information provided by 31Projects is provided solely for the convenience of Project Sponsors and Consultants and is not an endorsement or recommendation by 31Projects.  All rights and obligations associated with the completion of Projects are solely between Consultant and Project Sponsor.  Consultant and Project Sponsor must look solely to the other for enforcement and performance of all rights and obligations arising from contracts or dealings between the two parties.

Consultants and Project Sponsor each acknowledge that the value and reputation of the Site depends on the performance of their agreements.  Project Sponsor and Consultant therefore agree that 31Projects has the right to take such actions with respect to their accounts, including without limitation suspension, termination, or legal actions, as 31Projects in its sole discretion deems necessary to protect the value and reputation of the Site, but 31Projects has no duty or obligation to conduct any investigation or to take any action with respect to any Project Sponsor or any Consultant.

This Agreement and any registration or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and 31Projects, except and solely to the extent expressly stated.

Payment of Fees

When a Project Sponsor posts a Project on the Site, the Project Sponsor incurs a “Posting Fee” which is payable to 31Projects upon posting.  Project Sponsor also incurs a “Project Fee” payable to 31Projects upon completion of the project which is variable and calculated based on the compensation awarded to the Consultant for work on the Project. The Posting Fee and Project Fee may be paid by any means expressly provided by 31Projects.  Unless otherwise specifically stated all fee and other amounts or limitations are in United States Dollars.  Past due balances will be subject to a late charge of one and one-half percent per month.  Collection costs shall also include reasonable attorney fees when necessary.  Refunds may be given on a case by case basis at the sole discretion of 31Projects.  The form in which refunds are awarded is also at the discretion of 31Projects and may not be in the original form of payment.

Payments to Consultants as compensation for work on Projects are to be invoiced by Consultants and paid by Project Sponsors directly to Consultants. 

Taxes and Reporting

Consultants are responsible for fulfilling W-9 (for U.S. citizens or resident aliens) or W-8BEN (for international Consultants in the U.S.) requirements when necessary by filling out and sending the completed form to Project Sponsor at the time of invoicing.  Project Sponsors are solely responsible for fulfilling Form 1099-MISC (for U.S. citizens or resident aliens) or Form 1042-S (for international Consultants in the U.S.) requirements when necessary using the information provided on the W-9 or W-8BEN forms received from Consultants.  Each Consultant and Project Sponsor will be responsible for satisfying any other tax, governmental reporting, or legal requirements applicable to the purchase and sale of services from and by independent contractors.  31Projects shall have no liability for taxes for either Consultant or Project Sponsor.

Member Eligibility

To use our Site, you must be a legal entity or individual in business 18 years or older who can form legally binding contracts.  To register for an account with 31Projects and become a Member you must accept all of the terms and conditions in this Agreement.  By becoming a Member, you agree to: (a) abide by this Agreement and the processes described throughout the Site including the Site's Privacy Policy; (b) be financially responsible for your use of the Site and the purchase or delivery of services through the Site; (c) perform your obligations under any Consult or Challenge Project Contract which you accept, unless such obligations are prohibited by law or this Agreement. 

To protect the value which the Site offers to Project Sponsors and Consultants, 31Projects has placed restrictions on usage of certain features of the Site.  While certain portions of the Site are made publically available for all to access, other portions are restricted to Members, who must fulfill certain criteria in order to become a Member.  31Projects reserves the right to alter these criteria at any time and for any reason.  31Projects also reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone for any reason or no reason.

Accounts

To become a Member you must register for an “Account.”  You agree to provide true, accurate, and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy, and completeness.  You cannot register for more than one Project Sponsor Account and Consultant Account without express written permission from 31Projects. 

You authorize 31Projects to assume that any person using the Site with your username and password is you or authorized to act for you.  You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or access to your password.

Site Access

You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. Additionally you agree not to (a) take any action that imposes (in our sole discretion) an unreasonably large load on our infrastructure; (b) copy, reproduce, or create derivative works from any content from the Site, any software code that is part of the Site, or any services offered on the Site without the express written permission of 31Projects and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site; (d) bypass any measures we may use to prevent or restrict access to any parts of the Site; (e) upload invalid data, viruses, or other software agents to the Site; or (f) collect or harvest any personally identifiable information from the Site or other Members other than that which is provided as part of the services provided by 31Projects.  You agree that you will comply with the Site's Privacy Policy.

User Content

Members are solely responsible for any content which they upload, publish, or link to through the Site.  You agree not to post content which (a) may create a risk of physical or mental injury to you or any person viewing such content; (b) may contribute to a crime or tort; (c) we deem to be unlawful, harmful, or offensive; (d) knowingly represents false or inaccurate information; or (e) contains any information that you do not have a right to make available under any law or contractual or fiduciary relationships.  31Projects retains the right to remove any content published or uploaded by Members at our sole discretion, with or without reason.

Third-Party Content

31Projects neither confirms nor verifies the accuracy of third-party information provided on the Site by any Project Sponsor, Member, Consultant or any other person or entity other than 31Projects.  31Projects makes no effort to verify the accuracy of such third party information.  The Site may contain links to other websites or resources and access or use certain services offered by third parties.  Your access and use of these links or resources will be governed by the terms of the website or resource.  The inclusion of any link on the site does not imply that we endorse the linked site, and you agree to use the links and services at your own risk.  31Projects makes no effort to verify the accuracy of such information.

Ownership and Limited License Website

31Projects retains all of the rights, title, and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site and its operation. The 31Projects logo and name are trademarks of 31Projects.  All other product and company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners.  31Projects grants you a nonexclusive, revocable right (to the extent 31Projects has such right) to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify any aspect of the Site except for your own self-generated content on the Site, or (iii) violate any of the terms of this Agreement. You agree that 31Projects shall not be liable to you for any modification or discontinuance of the Site and 31Projects may discontinue the Site and the associated services at any time without any notice to you.

Resolution of Disputes Between Members and 31Projects

If a dispute arises between you and 31Projects, our goal is to resolve the dispute as quickly and cost-effectively as possible.  Before resorting to legal means of dispute resolution, you agree to first contact 31Projects directly to seek dispute assistance.  If the dispute cannot be directly resolved with 31Projects, you hereby agree to submit the dispute exclusively to the jurisdiction of the courts of North Carolina.  Any cause of action you may have with respect to the Site must be commenced within 30 days after the dispute arises, or the cause of action is barred.

For any dispute arising between you and 31Projects where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration rather than through the court.  A party initiating such arbitration must do so through an established alternative dispute resolution provider mutually agreed upon by the parties.  The ADR provider and the parties must comply with the following rules: (a) the ADR provider will specify whether the arbitration will be conducted by telephone, online, or solely based on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) the arbitration process will last no longer than 60 days from the date of initiation.

Should you file a claim contrary to the above dispute resolution process, 31Projects will be entitled to recover attorneys’ fees and costs up to $10,000, provided that 31Projects has notified you of the improperly filed claim, and you have failed to withdraw the claim.

Termination

This Agreement may be terminated at any time upon notice to the other party.  Termination of the agreement results in immediate termination of your Account.  Likewise termination of your Account at 31Projects will result in automatic termination of this Agreement.  In the event of account termination, Project Sponsors shall be required to pay any amounts accrued but unpaid as of the date of termination to 31Projects and to Consultants.  Consultants shall be required upon termination to continue to perform the services necessary to complete any open Projects with Project Sponsors.

Notices and Communications

Unless you otherwise indicate in writing to Customer Support, 31Projects will communicate with you by posting communications on the Site and may from time to time send you emails, but you should not assume that all changes will be sent to you by email.  You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing.  You will be considered to have received a communication when 31Projects sends it to the email address you have provided to 31Projects on the Site, or when 31Projects posts such communication on the Site. If you fail to respond to an email message from 31Projects regarding violation of dispute within two business days, 31Projects has the right to terminate or suspend your Project or Account.

Warranty Disclaimer

THE SERVICES PROVIDED BY 31PROJECTS 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 OF WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF 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 OF ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITATIVE DAMAGES PURSUANT TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL.

NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM (OR MULTIPLE ACTIONS OR CLAIMS) RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, EXCEED $100 IN THE AGGREGATE FOR ALL ACTIONS AND CLAIMS REGARDLESS OF THE CAUSE.

Release

If you have a dispute with another Member, you release 31Projects (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

Indemnity

You agree to defend, hold harmless and indemnify 31Projects from and against any and all losses, costs, expenses, damages or other liabilities incurred by 31Projects from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against 31Projects: (a) in connection with your use of the Site; or (b) resulting from: (i) your decision to supply credit information or any identification information or any trade secret via the Site; (ii) any breach of contract or other claims made by Members with which you conducted business through the Site; (iii) your breach of any provision of this Agreement; (iv) any liability arising from the tax treatment of payments or any portion thereof; (v) any negligent, intentional or other wrongdoing by any Member; or (vi) any act or omission of yours with respect to the payment of fees to any Consultant or any other payment. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.