PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS INCLUDING LIMITATIONS AND EXCLUSIONS.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and The Platform. ( “we” or “us”) and our affiliate freelancers”) as of January 15th 2020.

You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.designmatchup.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Cookie Policy; Privacy Policy; The Platform Software License Agreement; or any other term or policy the Platform may deploy from time to time.

Subject to the conditions set forth herein, The Platform may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. The Platform will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by The Platform, The Platform will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

1. THE PLATFORM ACCOUNTS
   1. ACCEPTANCE

   To access and use the Site and the Site Services, after 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.

   Certain portions of the Site may be available to Site Visitors, including those portions before your Account registration is accepted.

   The Platform reserves the right to decline a registration to join The Platform or to add, 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 company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

   2. ACCOUNT ELIGIBILITY

   The Platform offers the Site and Site Services.

   To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity);

   (b) will use the Site and Site Services for legal purposes only;

   (c) will comply with any licensing, registration, or other requirements with respect to your business or otherwise

   (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

   3. ACCOUNT PROFILE

   To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users

   You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness.

   You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

   4. ACCOUNT PERMISSIONS

   You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf.

   By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, The Platform may close any or all related Accounts.

   5. 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 the Platform You hereby authorize the Platform directly or through affiliates/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.

   6. USERNAMES AND PASSWORDS

   You shall maintain strict confidentiality of your username and password and are entirely responsible for its safeguarding. You shall not share your username or password with any person who is not authorized to use your Account. The Platform will assume that any person using the Site with your username and password is either you or is authorized to act for you. You shall notify The Platform immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

2. SCOPE OF THE SERVICE

   The Site is a platform where Clients may engage the services of service providers.

   Subject to the Terms of Service, The Platform provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract

   1. RELATIONSHIP WITH THE PLATFORM

   The Platform makes available the Site and Site Services for Users to locate and transact directly with each other.

   The Platform is not responsible for any introduction between Users nor finds Projects for Service Providers, or vice-versa.

   The Platform may notify Users of Services providers that may provide a service or vice versa.

   Users are entirely responsible for evaluating and determining the suitability of any other User on their own.

   In the event that Users decide to enter into a Service Contract with each other, the Service Contract is directly between the Users and The Platform shall not be a party to that Service Contract.

   You acknowledge, agree, and understand that without limitation, Users are solely responsible for

   (a) Ensuring the accuracy and legality of any User Content,

   (b) Determining the suitability of other Users for a Service Contract (such as any verification, background checks and so on),

   (c) Price negotiation, and execution of terms or conditions of Service Contracts,

   (d) Performing Services, or

   (e) Paying for Services where applicable. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User.

   The Platform does not make any representations or guarantee the truth or accuracy of any Users listings or other User Content on the Site; does not verify any feedback or information provided by Users and does not vet or otherwise perform background checks on Users.

   You acknowledge, agree, and understand that the Platform does not, in any way, supervise, direct, control, or evaluate any User, their work and are not responsible for the same.

   The Platform makes no representations about and does not guarantee, and you agree not to hold The Platform responsible for, the quality, safety, or legality of any services; the qualifications, background, or identities of Users or their ability to deliver Services; the ability Users to pay for Services; User Content, statements or posts made by Users; or their ability or willingness of a User to actually complete a transaction.

   You also acknowledge, agree, and understand that Service Providers are solely responsible for determining, and have the sole right to determine which Projects to accept; the time, place, manner, and means of providing any Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that.

   2. NO EMPLOYEE/EMPLOYER/AGENCY

   Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between The Platform and any User.

   (i) No User shall be considered an employee of The Platform or eligible for any of the rights or benefits of employment (including a regular salary or any minimum, regular payment, unemployment and/or workers compensation insurance);

   (ii)The Platform will have no liability or obligations under or related to Service Contracts and/or Services for any acts or omissions by you or other Users;

   (iii) The Platform does not, in any way, supervise, direct, or control any User nor does it impose quality standards or a deadline for completion of any Services; and does not dictate the performance, methods or process used to perform services;

   (iv) Users are free to determine when to perform Services, including the days worked and time periods of work, and The Platform has no control on Users pricing, work hours, work schedules, or work location, nor is The Platform involved in any other way in determining the nature and amount of any compensation that may be charged by a User;

   (v) The Platform does not provide Users with any training or any equipment, labor, tools, or materials related to any Service Contract; and

   (vi) This provision shall be applicable to Users sub contractors in the even the service Provider and the Client agree to the engagement of sub- contractors.

3. USERS

   Users of the platform shall include:

   i. Clients-see further terms applicable here

   ii. Freelancer: Designer/ Contractor/ Builder

   See applicable terms here for Designers and here for builders

   1. PAYMENT TERMS

   The Platform will disburse the agreed fee to the Freelancer as applicable on a proposed basis and the balance on completion of the work or pro-rata based on discretion of Platform or Clients approval.

   The Platform will have the right to all intellectual property created by the Freelancer prior to termination of service without monetary compensation.

   Account reconciliation will be carried out and any outstanding payment will be calculated based on pro-rata.

   2. SERVICE CONTRACTS
   The Platform shall not be a party nor bound by any contracts entered between the Users.

   Users shall not enter into any agreement that breaches any of the provisions of The Platform or their rights and obligations under the terms of service of The Platform.

   3. USER DISPUTES

   In the event of disputes arising between Users, the Users may report issues to The Platform.

   In the event that Users are unsatisfied with the intervention by The Platform, within 30 days of receiving The Platform’s report Users may consider other legal remedies available to them.

   The Platforms will not and is not obligated to provide any dispute assistance beyond what is provided in The Platforms dispute process.

   In addition to the recognition that The Platform is not a party to any contract between Users, you hereby release The Platform, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Services provided by and to Users and requests for refunds based upon disputes.

   4. CONFIDENTIALITY AND NON- DISCLOSURE

   Users may only disclose other Users information to its representatives, officers, employees, contractors, associated entities or subsidiaries and then only such representatives, officers, employees, contractors, associated entities or subsidiaries or holding company to whom such disclosure is reasonably necessary, provided that the receiving party shall make all such representatives, officers, employees, contractors, associated entities or subsidiaries aware of the terms and conditions of this Agreement prior to such disclosure.

   Users agree to treat other Users information in all respects and without any exceptions as private and confidential and that it shall safeguard it accordingly;

   Not to disclose the confidential information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this Agreement;

   Users agree to a non compete clause while both are active on the site

   Users shall not utilise, employ, exploit or any other manner whatsoever use the confidential information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than strictly in relation to the Purpose; and the receiving party shall take all such steps as may be reasonably necessary to prevent the disclosing party’s confidential information falling into the hands of unauthorised persons or entities;

   Users acknowledge that the unauthorised or unlawful use or disclosure of confidential information may cause irreparable loss, harm and damage.

   To the extent a User provides Confidential Information to the other, 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.

4. VAT AND OTHER TAXES

The Platform may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT. In such instances, any amounts The Platform is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to The Platform under the Terms of Service.

5. LIMITATION OF LIABILITY
The Platform 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, 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.

ADDITIONALLY, IN NO EVENT WILL THE PLATFORM, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF THE PLATFORM, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500;

OR (B) ANY FEES RETAINED BY THE PLATFORM WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR SERVICE PROVIDER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

6. TERMINATION

Unless both you and The Platform 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 Spacefinish/Design Matchup. 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. Consequently, the 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 The Platform 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) The Platform 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 The Platform for any Site Services or such other amounts owed under the Terms of Service and to any Service Providers for any Services.

Without limiting The Platforms other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke 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; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or The Platform or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. 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 The Platforms 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 THE PLATFORM DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, THE PLATFORM 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 THE PLATFORM 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.

7. ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that any closure of your Account may involve deletion of any content stored in your Account for which The Platform will have no liability whatsoever. The Platform, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

8. SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or The Platform from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

9. DISPUTE PROCESS, ARBITRATION, AND SCOPE
   1. CHOICE OF LAW

   These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State Federal Republic of Nigeria, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG)

   2. ARBITRATION

   In the event of there being any dispute or difference between the Parties concerning the validity or interpretation of the Agreement or anything contained herein, or in connection therewith or relating to any of the rights, duties, obligations, or the performance thereof, such dispute shall be finally settled by arbitration in accordance with the terms of the Arbitration and Conciliation Act 2004 of the Laws of the Federal Republic of Nigeria.