Last updated: Mar 25, 2021

PLEASE READ THIS TERMS OF SERVICE AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

 

This Terms of Service Agreement (this “Agreement”) is a contract between you (“You” or “User”) and Dignifiedme Technologies Pvt. Ltd. (“Dignifiedme,” “We,” “The company”, “Website”, “Site”, “Our” or “Us”). 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 https://dignifiedme.com/ or any part of the rest of the Website or Website Services, including (but not limited to) Privacy Policy, Fees and Charges, Copyright Policy, Code of Conduct or Any content displayed on the Website.

Subject to the conditions set forth herein, Dignifiedme may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Website. Dignifiedme will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the Website, providing notice on the Website, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Dignifiedme, Dignifiedme will provide at least 7 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 last updated date (as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE WEBSITE OR WEBSTIE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE WEBSITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE WEBSITE TERMS OF SERVICE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

     1.            DEFINITIONS

Capitalized terms not defined below or above have the meanings described anywhere in the Terms of Service.

“Employer” means any authorized User utilizing the Website or Website Services, including Permanent Job Offer/Employment Offer, to seek and/or obtain Professional Services, including from another User.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is 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 Professional  or Employer; (b) was lawfully received by User without restriction 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 Project Agreement for which Employer is charged a fixed fee agreed between an Employer and a Professional, prior to the commencement of a Project Agreement, for the completion of all Professional Services contracted by Employer for such Project Agreement.

“Professional” means any authorized Individual User utilizing the Website or Website Services, including receiving Permanent Job Offers, to advertise or provide Professional or Freelance Services to Employers. A Professional is a customer of Dignifiedme with respect to use of the Website and Website Services.

“Marketplace Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Professional, multiplied by the hourly rate charged by Professional); (b) for a Fixed-Price Contract, the fixed fee agreed between an Employer and a Professional; and (c) any bonuses or other payments made by an Employer to a Professional.

“Professional Services” means all services performed for or delivered to Employers by Professionals.

“Hourly Contract” means a Project Agreement for which Employer is charged based on the hourly rate charged by Professional.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to Dignifiedme, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Dignifiedme may accept from time to time in our sole discretion.

“Project” means an engagement for Professional Services that a Professional provides to an Employer under a Project Agreement on the Website.

“Project Agreement” means, as applicable, (a) the contractual provisions between an Employer and a Professional governing the Professional Services to be performed by a Professional for an Employer for a Project;

“Permanent Job Offer’ means an Employer may chose to hire a Professional permanently at Employer’s organization on Employer’s Payroll.

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Website Visitor or User post to any part of the Website or provide to Dignifiedme, including such content or information that is posted as a result of questions.

“Dignifiedme Payment Protection System” means a security system empowered by Dignifiedme to protect equal interests of an Employer and a Professional

“DignityWallet^TM” means a Website wallet provided within the Dignifiedme website wherein a User can see all the reflections of the funds and transactions taking place. DignityWallet^TM in no way means any form of financial of banking institution, neither Dignifiedme’s nor any of its affiliates or banking partners.

“Active Milestone” means a Milestone approved and funded fully by an Employer

“Dignifiedme Arbitration” means the Arbitration services provided by Dignifiedme during the Dispute Resolution System

“Default NDA” means the Non-Disclosure Agreement that is there within the system of Dignifiedme website.

“DignityExam^TM” means an assessment test comprising non-technical and technical MCQs (Multiple Choice Questions) to assess the quality of Professionals signing up on Dignifiedme.

“DignityScore^TM” means a unique score generated by Dignifiedme’s proprietary algorithm.

“DignityLevel^TM” means a categorization of Professionals based on their DignityScore^TM

     2.            ACCOUNTS

                       2.1.            REGISTRATION AND ACCEPTANCE

By registering for an account to use the Website or Website Services (an “Account”), by using the Website or Website Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms and Conditions when prompted on the Website, you agree to abide by this Agreement and the other Terms of Service.

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

If you create an Employer 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. Your privacy is important to Dignifiedme and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

                       2.2.            ACCOUNT ELIGIBILITY

Dignifiedme offers the Website and Website Services for your business purposes and/or personal only and not for household, or consumer use. To register for an Account or use the Website and Website Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, , private limited company, limited liability company, or other entity); (b) will use the Website and Website Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Professional Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

                       2.3.            ACCOUNT PROFILE

To register for an Account to join the Website, you must complete a User profile (“Profile”), which you consent to be shown to other Users and to be shown to the public. You agree to provide true, accurate, and complete information on your Edit Profile and Account Settings, all registration and other forms you access on the Website 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.

                       2.4.            ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, you cannot add the other Account types under the same username and password, same email ID, same mobile number, unless you close your existing Account. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Website or Website Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

                                        2.4.1.            EMPLOYER ACCOUNT

You can register for an Account or add an Account type to use the Website and Website Services as an Employer (an “Employer Account”) by selecting ‘Hire for a Project’ option.

                                        2.4.2.            PROFESSIONAL ACCOUNT

You can register for an Account or add an Account type to use the Website and Website Services as a Professional (a “Professional Account”) by selecting ‘Work as a Professional’ option.

DIGNIFIEDME DOES NOT ALLOW OR ENTERTAIN REGISTRATION OF ANY AGENCY, COMPANY OR ORGANIZATION AS A PROFESSIONAL. HOWEVER, AN AGENCY, COMPANY OR ORGANIZATION CAN ALWAYS REGISTER FOR AN EMPLOYER ACCOUNT.

                       2.5.            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 of your business. By granting other Users permissions under your Account, including as a Team Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Project Agreements and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Website and Website Services. Upon closure of an Account, Dignifiedme may close any or all related Accounts.

                       2.6.            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 Dignifiedme. You authorize Dignifiedme, 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.

                       2.7.            USERNAMES AND PASSWORDS

Each person who uses the Website must register for their own Account. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Dignifiedme to assume that any person using the Website with your username and password, either is you or is 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 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 Website if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

     3.            PURPOSE OF DIGNIFIEDME

This section discusses what Dignifiedme does and does not do when providing the Website and Website Services and some of your responsibilities when using the Website to find or enter into a Project Agreement with a Professional or an Employer, as detailed below.

The Website is a talent marketplace where Employers and Professionals can identify each other and advertise, buy, and sell Professional Services online. Subject to the Terms of Service, Dignifiedme provides the Website Services to Users, including hosting and maintaining the Website, facilitating the formation of Project Agreements, and assisting Users in resolving disputes which may arise in connection with those Project Agreements. When a User enters a Project Agreement, the User uses the Website to invoice and pay any amounts owed under the Project Agreement.

     4.            RELATIONSHIP WITH DIGNIFIEDME

Dignifiedme merely makes the Website and Website Services available to enable Professionals and Employers to find and transact directly with each other. Dignifiedme, at present does not introduce Professionals to Employers, select Projects for Professionals, or select Professionals for Employers, however, Dignifiedme can introduce matching as a service. Through the Website and Website Services, Professionals may be notified of Employers that may be seeking the services they offer, and Employers may be notified of Professionals that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Employer or Professional on their own. If Users decide to enter into a Project Agreement, the Project Agreement is directly between the Users and Dignifiedme is not a party to that Project Agreement.

You acknowledge, agree, and understand that Dignifiedme is not a party to the relationship or any dealings between Employer and Professional. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the additional suitability of other Users for a Project Agreement, other than the vetting done by Dignifiedme (such as any additional interviews, additional background checks, or similar actions, including DignityExam^TM); (c) negotiating, agreeing to, and executing any terms or conditions of Project Agreements; (d) performing Professional Services; and/or (e) paying for Professional Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Project Agreement with another User and for verifying any information about another User. Dignifiedme does not make any representations about or guarantee the truth or accuracy of any Professional’s or Employer’s listings or other User Content on the Website; does not verify any feedback or information provided by Users about Professionals or Employers; and does not perform active or physical background checks on or guarantee the work of Professionals or Employers. You acknowledge, agree, and understand that Dignifiedme does not, in any way, supervise, direct, control, or evaluate Professionals or their work and is not responsible for any Project, Project terms or Work Product. Dignifiedme makes no representations about and does not guarantee, and you agree not to hold Dignifiedme responsible for, the quality, safety, or legality of Professional Services; the qualifications, background, or identities of Users; the ability of Professionals to deliver Professional Services; the ability of Employers to pay for Professional Services; User Content and statements or posts made by Users; or the ability or willingness of an Employer or Professional to actually complete a transaction. While Dignifiedme may provide certain badges on Professional or Employer profiles including, but not limited to, DignityScore^TM based level classifications, , Open to Work,  such badges are not a guarantee or warranty of quality or ability or willingness of the badged Professional or Employer to complete a Project Agreement and is not a guarantee of any kind, including, the quality of Professional’s Services or Employer’s Project.

You also acknowledge, agree, and understand that Professionals 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 Professional Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. However, to protect interest of Users, Dignifiedme uses Bracketed Pricing Structure, under which the Professionals are not allowed to set beyond a certain threshold for the hourly rates. You further acknowledge, agree, and understand that: (i) you are not an employee of Dignifiedme, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Dignifiedme will not have any liability or obligations, including under or related to Project Agreements and/or Professional Services for any acts or omissions by you or other Users; (iii) Dignifiedme does not, in any way, supervise, direct, or control any Professional or Professional Services; does not impose quality standards or a deadline for completion of any Professional Services; and does not dictate the performance, methods or process Professional uses to perform services; (iv) Professional is free to determine when and if to perform Professional Services, including the days worked and time periods of work, and Dignifiedme does not set or have any control over Professional’s pricing (other than that mentioned above under Bracketed Pricing Structure), work hours, work schedules, or work location, nor is Dignifiedme involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Professional for a Project; (v) Professional will be paid at such times and amounts as agreed with an Employer in a given Project Agreement, and Dignifiedme does not, in any way, provide or guarantee Professional a regular salary or any minimum, regular payment; (vi) Dignifiedme does not provide Professionals with training or any equipment, labor, tools, or materials related to any Project Agreement; (vii) Dignifiedme does not provide the premises at which Professionals will perform the work; (viii) unless otherwise agreed with their Employer, Professionals cannot use subcontractors or employees to perform Professional Services by delegating work on fixed-price contracts or by agreeing with their Employers to have hourly contracts for Professional’s subcontractor(s) or employee(s); and (ix) Dignifiedme does not provide shipping services for any physical Work Product.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt-0ut provisions described in Section 19.3.

 

     5.            TAXES AND BENEFITS

Professional acknowledges and agrees that Professional is solely responsible (a) for all tax liability associated with payments received from Dignifiedme’s Employers and through Dignifiedme, and that Dignifiedme will not withhold any taxes from payments to Professionals made by Employers; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Professional is not covered by or eligible for any insurance from Dignifiedme; (c) for determining whether Professional is required by applicable law to issue any particular invoices for the Professional Fees and for issuing any invoices so required; (d) for determining whether Professional 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 Professional Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the India, for determining if Dignifiedme is required by applicable law to withhold any amount of the Professional Fees and for notifying Dignifiedme of any such requirement and indemnifying Dignifiedme for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Dignifiedme, Professional agrees to promptly cooperate with Dignifiedme and provide copies of Professional’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Professional is engaging in an independent business as represented to Dignifiedme.

     6.            MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Dignifiedme to publish on their behalf information on the Website 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 Professionals or Employers voluntarily submit to Dignifiedme and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Dignifiedme; Dignifiedme 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 Website and you specifically request that Dignifiedme post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Website. You acknowledge and agree that feedback results for you, including your Project ratings, DignityScore^TM, wherever referenced, and other User Content highlighted by Dignifiedme on the Website 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 Dignifiedme will make Composite Information available to other Users, including composite or compiled feedback. Dignifiedme provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Dignifiedme 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.

Dignifiedme does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Dignifiedme is not legally responsible for any feedback or comments posted or made available on the Website by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Dignifiedme reserves the right (but is under no obligation) to remove posted feedback or information that, in Dignifiedme’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Dignifiedme. You acknowledge and agree that you will notify Dignifiedme of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Dignifiedme may rely on the accuracy of such information.

     7.            CONTRACTUAL RELATIONSHIP BETWEEN EMPLOYER AND PROFESSIONAL

This section discusses the relationship you may decide to enter into with another User, including Project Agreements between Users, as detailed below.

                       7.1.            PROJECT AGREEMENTS

If an Employer and a Professional decide to enter into a Project Agreement, the Project Agreement is a contractual relationship directly between the Employer and Professional. Employers and Professionals have complete discretion both with regard to whether to enter into a Project Agreement with each other and with regard to the terms of any Project Agreement. You acknowledge, agree, and understand that Dignifiedme is not a party to any Project Agreement, that the formation of a Project Agreement between Users will not, under any circumstance, create an employment or other service relationship between Dignifiedme and any User or a partnership or joint venture between Dignifiedme and any User.

With respect to any Project Agreement, Employers and Professionals 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 Dignifiedme’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Project Agreement can, if the parties prefer, agree to the Optional Project Agreement 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 Project Agreement, the parties to a Project Agreement agree that the Optional Project Agreement Terms apply to their Project Agreement.

                       7.2.            DISPUTES AMONG USERS

For disputes arising between Employers and Professionals, you agree to abide by the dispute process that is explained in the Dignifiedme Dispute Resolution System Policy that apply to your particular Project Agreement.

                       7.3.            DISPUTES RESOLUTION SYSTEM

1. Eligibility - Dignifiedme offers the Dispute Resolution System only to those Registered Users that have Active Milestones but are not released by an Employer. For a Professional who has requested a Milestone but is not approved by an Employer, a dispute cannot be raised. However, for an Active Milestone, either a Professional or an Employer can raise a Dispute.
2. Dispute Resolution System Process - Dignifiedme’s Dispute Resolution System is a 3-stage system, where Stage 1 is Identify The Issues, Stage 2 is Negotiations and Final Offer and Stage 3 is Dignifiedme Arbitration and Evidences.
3. If a dispute arises between Users (i.e., Employer and Professional), our goal is that mutually agree on the distribution of funds inDignityWalletTM following Stage 1 and Stage 2 of the Dispute Resolution System.
4. Dignifiedme Arbitration - In any case where the Employer and Professional cannot mutually agree on the distribution of the funds in theDignityWalletTM, any of them expressly agree to and acknowledge that Dignifedme or a third party chosen by Dignifiedme will arbitrate the dispute in accordance with the Terms of Service of the Website. Arbitration requests can be raised by any of the Eligible User.
1. You acknowledge and agree that Dignifiedme will construe any Project Agreement based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator (Dignifiedme or any third party appointed by Dignifiedme) shall only be obligated to consider the following: (i) the Project Agreement, (ii) Mutually Signed NDA, (iii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iv) the Project itself and (iv) any information or communication that the Employer and the Professional submit as evidence for review.
2. Dignifiedme shall render its decision within 7 working days of the Arbitration amount being paid from both the parties.
3. In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such a case, you agree to return any physical copies of such Project in your possession and destroy any electronic copies that you have.
4. You agree and acknowledge that (i) Dignifiedme will use the email address corresponding with your Account registered at the time Arbitration is opened to notify and communicate with you with regard the Arbitration and (ii) you are solely responsible for the receipt of any notification or communication sent by Dignifiedme using the email address corresponding with your Account registered at the time Arbitration is opened.
5. You agree and acknowledge that (i) Dignifiedme is not providing legal services to you, (ii) Dignifiedme will not advise you regarding any legal matters and (iii) if you desire to have a legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Dignifiedme for any such counsel. You agree to indemnify and hold harmless Dignifiedme and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution System. If you do not agree to use this Dispute Resolution System under these terms, you should not request Dignifiedme to the Assumed Payment Liabilities.

                       7.4.            CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including the ones mentioned in Default NDA. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section (Confidential Information) applies.

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.

     8.            DIGNIFIEDME FEES

This section describes what fees you agree to pay to Dignifiedme in exchange of the services offered by Dignifiedme and the applicable taxes deducted by Dignifiedme.

                       8.1.            Project Service Fees (or termed as Marketplace Service Charges elsewhere) for Professionals:

As set forth in Fees and Charges, every Professionals will pay Dignifiedme a service fees for the use of Website Services, including the communication, invoicing, reporting, vetting process, knowledgebase, dispute resolution system and payment services, including facilitating arbitration services and Milestone amount protection. When an Employer pays a Professional for a Project or when funds related to a Project are otherwise released to a Professional as required by Fees and Charges, Dignifiedme Payment Protection System will credit the Professional’s DignityWallet^TM the amount after deducting a % of Service Fees amount as described in Fees and Charges. Professionals hereby irrevocably authorizes and instructs Dignifiedme Payment Protection System to deduct the Project Service Fees from the Professional’s project earnings and pay Dignifiedme on Professional’s behalf. In the event the Professional chooses to withdraw funds in a currency other than INR (Indian Rupee), there may also be a foreign currency conversion charge imposed by Dignifiedme Payment System or an affiliate and the rate may differ from rates that are in effect on the date of the payment or you may be able to obtain a better rate from your bank or financial institution.

                       8.2.            Platform Convenience Charges for Employers:

Users signing up as Employers on Dignifiedme Website, agree to pay a small amount of the total payment they make to Professionals as Platform Convenience Charges, as set forth in Fees and Charges section. However, signing up as an Employer, posting unlimited numbers of projects, getting proposals, reviewing vetted Professional’s portfolio, selecting NDA options are all free.

                       8.3.            Featured Project Fees for Employers:

If Employers want to highlight the project as a featured project, then they agree to pay Featured Project Charges to Dignifiedme, as set forth in Fees and Charges section.

                       8.4.            Arbitration Fees:

For the use of Dispute Resolution System and engaging Dignifiedme as an arbitrator, irrespective of the nature of resolution and any resulting disbursements, Dignifiedme charges a fixed amount of Arbitration Fees as described in Fees and Charges section. The Arbitration Fees is applicable for any User, either Employer or Professional, and is non-refundable to any User.

                       8.5.            Permanent Job Offer Charges for Employers:

Employers willing to hire a vetted Professional from Dignifiedme Website, agrees to pay a predefined amount as Permanent Job Offer Charges as described in Fees and Charges section.

                       8.6.            Withdrawal Fees:

Professionals will pay Dignifiedme a Withdrawal Fees for remitting payments to their preferred payment method. The Withdrawal Fees is paid to Dignifiedme in consideration of costs incurred and administration of disbursements via the withdrawal method requested by Professionals and varies by Withdrawal methods. The Withdrawal Fees for each withdrawal method is listed under Fees and Charges section and is revised from time to time. In addition to the fees charged by Dignifiedme, there may be fees charged by your banking partner or payment gateways, including (but not limited to) currency conversion rates, for the withdrawals you make.

                       8.7.            Transaction Fees:

Dignifiedme passes on the payment processing fees that is charged by third party payment processors on to the users. This can range anywhere between 2.3% to 3.9% depending on the mode of the payment selected. PayPal charges shall be actual as per PayPal website.

                       8.8.            Non-usage Charges:

User Accounts that have not logged in for six months will incur a Non-usage charge of up to INR 100.00 per month until either the account is terminated or reactivated. We charge this amount for storage, bandwidth, support and management costs of providing hosting of the user’s profile, portfolio storage, listing in directories, file storage and message storage. These fees will be refunded upon request by users on subsequent reactivation.

                       8.9.            Applicable Taxes:

You are responsible for paying any taxes, including goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. Every form of Dignifiedme Fees as mentioned in Fees and Charges section are inclusive of GST for Indian residents as per Indian taxation laws. For foreign residents, the taxes will be added to the fees billed to you, if applicable. 

For Indian Professionals only, as of 1st October 2018 Indian GST laws mandate a collection of 1% GST by Dignifiedme.com as tax on the net value of taxable supplies made by the Professional through Dignifiedme Website. Accordingly, Dignifiedme will collect a 1% tax from the net value of the taxable projects or listings made by an Employer and will deposit the same to the Indian government exchequer in accordance with applicable GST laws. In cases where (i) the Professional is outside India and (ii) GST is payable by an Employer under reverse charge basis, Dignifiedme is not required to collect this tax.

Additionally, Dignifiedme may be required by applicable laws to collect taxes or levies including, without limitation, withholding tax or VAT in the jurisdiction of the User.

 

     9.            DIGNIFIEDME BILLING AND PAYMENT TERMS

This section describes the Dignifiedme billing services, including system generated invoices, receipts and other payment terms.

                       9.1.            Dignifiedme Invoicing System:

For all transactions, where Dignifiedme is deducting Fees as set forth in DIGNIFIEDME FEES section, the automatic invoices are generated by Dignifiedme system. This includes, without limitation, 

(i) Invoice from Dignifiedme to Professionals, for Project Service Fees. This invoice is automatically generated when a Milestone is released by an Employer.

(ii) Invoice from Dignifiedme to Employers, for Platform Convenience Charges. This invoice is automatically generated when a Milestone is created by an Employer.

(iii) Invoice from Dignifiedme to Employers, for Featured Project Charges. This invoice is automatically generated when an Employer pays the applicable Featured Project Charges.

(iv) Invoice from Dignifiedme to Employers, for Permanent Job Offer. This invoice is automatically generated when an Employer pays the applicable fees for offering a permanent job to the Dignifiedme vetted Professional on Dignifiedme Website.

(v) Invoice from Dignifiedme to all Users, for Arbitration Fees. This invoice is automatically generated, when any user chooses Dignifiedme as an arbitrator for the milestone dispute and pays applicable Arbitration fees.

(vi) Invoice from a Professional to Employers. This invoice is automatically generated, when a Milestone is released by an Employer.

For all other payments that are charged by 3^rd party affiliates such as payment gateways, banks and others, the receipts are generated instead of Invoices.

All the invoices and receipts can be downloaded from Transactions under Payment and Finances section, available after profile completion.

                       9.2.            DignityWallet^TM and Milestone Services and Funds

Dignifiedme provides DignityWallet^TM and Milestone Services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Dignifiedme. The purpose of these services is to provide security to our Users. DignityWallet^TM and Milestone Services will use and release funds deposited in aDignityWalletTM only in accordance to this Agreement and the applicable instructions. You acknowledge and agree that DignityWallet^TM and Milestone Services acts merely as an internet escrow agent. Dignifiedme agrees to pay Professionals the milestone amounts, only upon approval from the respective Employers. The amount is first deposited in Professional’sDignityWalletTM on Dignifiedme Website. On withdrawal requests as per withdrawal schedule, the payment is released to Professional’s bank account or relevant withdrawal mode.

However, Dignifiedme agrees to refund such funds to Employers in the event that (i) a Professional acknowledges that services have not been rendered or completed as agreed upon in the proposal, (ii) Employer and Professional have concluded the process comprising the Dispute Resolution System with a result indicating that Employer is the rightful recipient of such funds. Dignifiedme agrees to keep both Employer and Professional informed as to the status of the assumed payment liability and if, for any reason, a User requests Dispute Resolution System regarding such status, will notify both Users that the matter will be addressed through the Dispute Resolution System. If an Employer or Professional reasonably disputes the quality or completion of services provided by such Professional, then both Employer and Professional agree that Dignifiedme shall have no payment obligations to any party related to relevant fees until such dispute is resolved completely. Dignifiedme’s obligation to pay any payment (less applicable Dignifiedme Fees) is expressly conditioned upon resolution of all outstanding disputes with respect to such Payment.

Above conditions for DignityWallet^TM and Milestone Services are equally applicable to both Fixed-price Projects as well as Hourly Projects.

                       9.3.            Funds Transfer

Funds in User’s DignityWallet^TM are held by Us in our operating account held with financial institutions. Funds in User’s DignityWallet^TM are not held separately by Us, and may be commingled with our general operating funds, and/or funds of other User’s Accounts.

Users are not entitled to any interest, or other earnings for funds that are in their DignityWallet^TM Account. We may receive interest on funds held by us in our operating accounts from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to Us and we will not be liable to any User for any imputed interest on such funds.

Positive Funds in DignityWallet^TM (i) To receive the due funds that are there in a DignityWallet^TM, Users must request such funds and indicate their selection of withdrawal modes available on Dignifiedme Website. Any such request shall be subject to the conditions and restrictions contained on the Dignifiedme Website and in Terms of Service. If Dignifiedme determines, in its sole discretion, that a registered User has violated the conditions and restrictions of the Dignifiedme Website or Terms of Service, Dignifiedme has the right to refuse the fund transfer request.

(ii) Hold on Transfers. Dignifiedme reserves the right, as its sole discretion, to place a hold on the requested transfers, if Dignifiedme suspects monies may be subject to chargeback, charge bank, bank reversal, failure to clear or fraud. Dignifiedme will release a hold as soon as practical.

If your Account has negative funds, we may:

1. set-off the negative amount with funds that you subsequently receive into your Account;
2. reverse payments you have made from your Account to other User Account on Dignifiedme Website;
3. deduct amounts you owe us from money you subsequently add or receive into your Account; or
4.  immediately suspend or limit your Account until such time as your Account no longer has a negative amount.

In the event that we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account.

We reserve the right to collect any funds owed to us by any other legal means.

You acknowledge and agree that:

1. we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
2. the funds shown in your Account (which may include Milestone Amounts and/or any prepayment of fees and charges which you owe to us) represents our unsecured obligations to you with respect to your rights to direct us to make payment in relation to the purchase and sale of Seller Services through Dignifiedme Website and provision of the Dignifiedme Services;
3. if you were a User acquired in an acquisition and your account was migrated to the Website, we are responsible for your positive funds only to the extent of the legal documentation between us and any acquired marketplace, along with this Agreement, and you acknowledge specifically that the onus is on you to confirm the validity of your fund, and that any understatement or misstatement in relation to this is not a claim against us, and belongs with the counterparty of any prior Terms of Service Agreement to which you agreed;
4. to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;
5. we are not acting as a trustee or fiduciary with respect to such funds or payments;
6. the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
7. funds may only load into your Account, or released from your Account, by Us and You must only use the mechanisms available on the Website to pay for, or receive funds in respect of Seller Services;
8. any refunds required to be processed in your favor will be returned only to the source of the original deposit, and cannot be redirected to any other payment source;
9. we will hold funds in respect of the amount of your Account (including Milestone Amounts) in an account held by us with a financial institution (or in any manner that we decide in our sole discretion from time to time) and such funds are not segregated into a separate account; and
10. we may commingle your funds with funds of other Users and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this Terms of Service.

10.            LIMITS & FRAUD PREVENTION

Dignifiedme reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.

If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction, this will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.

We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:

1. we believe there may be an unacceptable level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
2.  we believe that the beneficiary of the payment is someone other than you; 
3. we believe that the payment is being made to a country where we do not offer our Service; or
4.  we are required to do so by law or applicable law enforcement agencies.

If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favour, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favour, we may remove the funds from your Account. We may also place a limit on your account in circumstances where we suspect you of fraudulent or other unacceptable behaviour, while we investigate any such matter.

11.            REFUNDS

You may ask for a refund at any time for any funds that you have paid into your Account except if the amount to refund relates to a Milestone Amount or relates to fees or charges payable to us.

If the amount the User has asked to refund relates to: (1) a Milestone Amount, the Dispute Resolution System process may be followed;

If we agree to the refund, the funds will be received by the User via the same payment method(s) that the User used to make the original payment to us.

We may refund funds to Users irrespective of whether a User has requested funds be refunded if: (1) we are required by law or consider that we are required by law to do so; (2) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (3) we refund funds to the User in accordance with any refund policy specified by us from time to time; (4) we find out that the original payment made by the User is fraudulent; (5) the User made a duplicate payment in error; or (6) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.

You can request a refund by using our emailing us at support@dignifiedme.com. Once you have made a payment for the Milestone Amount, you expressly agree to use the dispute resolution process in this agreement, expressly agree to be bound by its ruling and expressly agree not to initiate any chargeback request with your card issuer.

If you initiate any chargeback request or other "Request for Information" or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.

If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.

If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.

You can also request a refund from your Professional directly. Based on your request, your Professional can then choose to issue a full refund, a partial refund, or no refund at all. Even without a formal request, they can proactively initiate a refund through Dignifiedme Website or other banking mode on any contract, active or ended, as long as:

• The refund is within 60 days of the payment
• The refund amount is not more than what they earned on the contract
• They have funds available to cover the refund

Refund Processing Time: Depending on the bank’s processing time, the refund process may take between 10-15 business days for the refunds to reflect in the customer's bank account or card balance.

Refund fees: Dignifiedme does not charge any processing fees, for normal refund requests. However, the transaction fees levied by the Payment Gateway used during making the payment and any taxes deducted, including but not limited to GST levied by Dignifiedme at the time of the payment capture will not be reversed to your account.

Currency Conversion: All the payments, requested for refund, shall be reversed as per the latest currency conversion rate (with respect to INR) as mentioned in Currency Conversion clause or the currency rate at which the payment was captured, whichever is lesser.

12.            WITHDRAWALS

Your first withdrawal of Dignifiedme DignityWallet^TM funds may be delayed for up to fifteen days for security and fraud purposes.

Subsequent withdrawals may be delayed for up to fifteen days where our fraud prevention policies require a delay.

We may impose a minimum withdrawal amount for funds earned. This is set out in our schedule of Fees and Charges. The maximum you can withdraw per month is INR 100000 unless otherwise specifically agreed with support.

We may require you to validate your mode of withdrawal before you can withdraw funds from your Dignifiedme DignityWallet^TM, irrespective of whether or not a delay has been enforced.

You acknowledge and agree that we may seek to verify your identity or request additional information from you as part of our anti-fraud and Know Your Customer policy, as outlined in the section on "Identity and Location Verification" sections of this agreement.

13.            CHARGEBACKS

An Employer acknowledges and agrees that Dignifiedme, will charge or debit Employer’s designated Payment Method for the Project Service Fees and Platform Convenience Fees incurred as described in Dignifiedme Fees clause and that once Dignifiedme, charges or debits the Employer’s designated Payment Method for the Project Service Fees and Platform Convenience Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. An Employer also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for an Employer to resolve disputes. To the extent permitted by applicable law, an Employer therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Project Service Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If an Employer initiates a chargeback in violation of this Agreement, Employer agrees that Dignifiedme., may dispute or appeal the chargeback and institute collection action against an Employer and take such other action it deems appropriate.

14.            DORMANT ACCOUNTS

To be fair to Employers and Professionals, Dignifiedme has a procedure for Fixed-Price Contracts that appear to be Dormant or Passive Accounts (as defined below). For purposes of determining dormant status, “activity” means a change to the Project Agreement, including Milestone updates or requests, Fixed-Price Milestone Funding, Fixed-Price Milestone Release, Fixed-Price Milestone Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, or actions under the Dispute Resolution Systems Policy.

A "Dormant Account" is a Fixed-Price Contract that has a Fixed-Price Milestones with a balance but has had no activity for 90 consecutive calendar days after the last Milestone date contained in the Project Agreement terms. Dormant Accounts are subject to the following rules: 

1. Dignifiedme will notify Employers when the Fixed-Price Contract becomes Dormant (“Dormant Date”).
2. If no activity other than Release requests has occurred within 7 calendar days after the Dormant Date, Dignifiedme will notify a Professional that the Fixed-Price Contract is Dormant.
3. If neither Professional nor Employer take any action for 7 calendar days after the Dormant Date, Professional and Employer authorize and irrevocably instruct Dignifiedme to immediately release DignityWallet^TM funds to the Employer’s DignityWallet^TM Account.
4. If Professional submits a Release request and an Employer does not take any action for 14 calendar days from the date of the Release request, Professional and Employer authorize and irrevocably instruct Dignifiedme to immediately release to Employer the amount related to the Milestone with the Release request.

15.            NON-PAYMENT

If Employer is in “default”, meaning the Employer fails to pay the Professional Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service, Dignifiedme will be entitled to the remedies described in this clause in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Employer will be deemed to be in default on the earliest occurrence of any of the following: (a) Employer fails to pay the Professional Fees when due; (b) Employer fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Employer fails to pay an invoice issued to the Employer by Dignifiedme within the time period agreed or, if no period is agreed, within 30 days; (d) Employer initiates a chargeback with a bank or other financial institution resulting in a charge made by Dignifiedme for Professional Fees or such other amount due being reversed to the Employer; or (e) Employer takes other actions or fails to take any action that results in a negative or past-due balance on the Employer’s account.

If Employer is in default, we may, without notice, temporarily or permanently close Employer’s Account and revoke Employer’s access to the Website and Website Services, including Employer’s authority to use the Website to process any additional payments, enter into Project Agreements, or obtain any additional Professional Services from other Users through the Website. However, Employer will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Employer’s Account as a result of the default. Without limiting other available remedies, Employer must pay Dignifiedme upon demand for any amounts owed, 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.

At our discretion and to the extent permitted by applicable law, Dignifiedme may, without notice, charge all or a portion of any amount that is owed on any Account to Dignifiedme or as Professional Fees or otherwise to any Payment Method on file on the Employer’s Account; set off amounts due against other amounts received from Employer or held by for Employer by Dignifiedme, make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

Dignifiedme does not guarantee that Employer is able to pay or will pay Professional Fees and Dignifiedme is not liable for Professional Fees if Employer is in default. Professional may use the dispute process as described in the applicable clause in order to recover funds from Employer in the event of a default or may pursue such other remedies against Employer as Professional chooses. If Dignifiedme recovers funds from a Employer in default pursuant to this Clause, Dignifiedme will disburse any portion attributable to Professional Fees to the applicable Professional to the extent not already paid by Employer or credited by Dignifiedme through any Payment Protection program.

16.            VIOLATION OF THIS DIGNIFIEDME’S TERMS OF SERVICE AGREEMENT

Employer and Professional acknowledge and agree that if, in Dignifiedme’s sole discretion, Dignifiedme believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Employer and Professional irrevocably authorize and instruct Dignifiedme to take such actions as deemed appropriate, in Diognifiedme’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation, to return the funds associated with such acts to their source of payment.

17.            PAYMENT METHODS

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

Employer hereby authorizes Dignifiedme, to run credit card authorizations on all credit cards provided by Employer, to store credit card and banking or other financial details as Employer’s method of payment consistent with our Privacy Policy, and to charge Employer’s credit card (or any other Payment Method) for the Professional Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Website and authorizing payments with the Payment Method, Employer represents, warrants, and covenants that: (a) Employer is legally authorized to provide such information; (b) Employer is legally authorized to make payments using the Payment Method(s); (c) if Employer is an employee or agent of a company or person that owns the Payment Method, that Employer is authorized by the company or person to use the Payment Method to make payments on Dignifiedme; and (d) such actions do not violate the terms and conditions applicable to Employer’s use of such Payment Method(s) or applicable law.

When Employer authorizes a payment using a Payment Method via the Website, the Employer represents and warrants 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 or the other Terms of Service cannot be collected from the Employer's Payment Method(s), the Employer is solely responsible for paying such amounts by other means.

Dignifiedme is not liable to any User if Dignifiedme does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Dignifiedme will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Payment Instructions.

18.            CURRENCY CONVERSION

The Website and the Website Services operate in Indian Rupee. If a User's Payment Method is denominated in a currency other than Indian Rupee and requires currency conversion to make or receive payments in Indian Rupee, the Website may display foreign currency conversion rates that Dignifiedme, currently make available to convert supported foreign currencies to Indian Rupee. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Website. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to Indian Rupee at the foreign currency conversion rate displayed on the Website. A list of supported foreign currencies is available on the Website. If foreign currency conversion is required to make a payment in Indian Rupee and Dignifiedme does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Website, Dignifiedme will charge, debit, or credit the User's Payment Method in Indian Rupee and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Website is at the User's sole risk. Dignifiedme is not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than Indian Rupee. Dignifiedme, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Dignifiedme DignityWallet^TM.

 

19.            NON-CIRCUMVENTION

This section discusses your agreement to make and receive payments only through Dignifiedme for two years from the date you first identify or meet your Employer or Professional on the Website, unless you pay a Conversion Fee; violating this Clause is a serious breach and your Account may be permanently suspended for violations, as detailed below.

                   19.1.            MAKING PAYMENTS THROUGH DIGNIFIEDME

1. You acknowledge and agree that a substantial portion of the compensation Dignifiedme receives for making the Website available to you is collected through the Project Service Fee described in DIGNIFIEDME FEES and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Website or Website Services (the “Dignifiedme Relationship”). Dignifiedme only receives the Service Fee when an Employer and a Professional pay and receive payment through the Website. Therefore, except as set out in Section 19.2, for 24 months from the start of an Dignifiedme Relationship (the “Non-Circumvention Period”), you agree to use the Website as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Website unless you pay a fee to take the relationship off of the Website (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Website, such as if you and another User worked together before meeting on the Website, then the Non-Circumvention Period does not apply. If you use the Website as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.
2. By way of illustration and not in limitation of the foregoing, you agree not to:
1. Offer or solicit or accept any offer or solicitation from parties identified through the Website to contract, hire, invoice, pay, or receive payment in any manner other than through the Website.
2. Invoice or report on the Website or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
3. Refer a User you identified on the Website to a third-party who is not a User of the Website for purposes of making or receiving payments other than through the Website.
3. You agree to notify Dignifiedme immediately if a person suggests to you making or receiving payments other than through the Website in violation of this Section or if you receive unsolicited contact outside of the Website. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Dignifiedme here.
4. You acknowledge and agree that a violation of any provision in this Section is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Website, such as minimum rates supported on the Website, and therefore choose to cease using the Website, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Website.

                   19.2.            COMMUNICATING THROUGH THE Website; NOT SHARING CONTACT DETAILS

1. The provisions of this Section apply to any interaction between all the Users, whether Employer or Professional or anyone using the Website Services.
2. For Users subject to this Section, Users agree to use the communication services available on the Website to communicate with other Users prior to entering into a Project Agreement. You agree that prior to entering into a Project Agreement, you (a) will use Dignifiedme as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Website; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Dignifiedme; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Website’s communications services (including in each case in any attached file), except as otherwise provided on the Website.
3. For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Website, or any information that would enable a user to contact you on social media or other Website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, Whatsapp, Instagram or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a Website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.
4. You acknowledge and agree that a violation of any provision of this Section is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section.

                   19.3.            OPTING OUT

1. You may opt out of the obligations in Section 19.1 with respect to each Dignifiedme Relationship only if the Employer or Professional pays Dignifiedme a Conversion Fee which is a minimum of INR 50,000 and up to INR 10,00,000 for each Dignifiedme Relationship.
2. You agree that the Conversion Fee is 12% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means the highest of (a) the highest hourly rate charged by the Professional on any Project Agreement, if any; (b) the highest hourly rate proposed by the Professional in any proposal, if any; or (c) the hourly rate in the Professional’s profile.
3. To inquire about or pay the Conversion Fee, send an email message to support@dignifiedme.com, with a clear mention of Conversion Fee in the email subject.
4. You understand and agree that if Dignifiedme determines, in its sole discretion, that you have violated Section 19, Dignifiedme may, to the maximum extent permitted by law (x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Website and Website Services, and/or (z) charge you for all losses and costs (including any and all time of Dignifiedme’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

20.            RECORDS OF COMPLIANCE

This section discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Dignifiedme upon request. Nothing in this subsection requires or will be construed as requiring Dignifiedme to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Project Agreement. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Website will not be construed as creating any responsibility on Dignifiedme’s part to store, backup, retain, or grant access to any information or data for any period.

21.            RESTRICTED AND/OR PROHIBITED PROJECTS AND WORK ACTIVITIES

Users agree that they will not indulge themselves in any of the activities mentioned below on Dignifiedme Website.

1. Gambling
2. Online gaming
3. Adult content and services
4. Get rich quick schemes
5. Video game or virtual world credits
6. Money exchange services
7. Virtual currency buy /sell / exchange
8. Remittance payments
9. Multi-Level Marketing or Network Marketing

 

22.            WARRANTY DISCLAIMER

This section discusses your agreement and understanding that the Website and Website Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE WEBSITE, THE WEBSITE SERVICES, ANY INFORMATION ON THE Website OR THE CONTINUATION OF THE WEBSITE. THE WEBSITE AND THE WEBSITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DIGNIFIEDME MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE Website, THE Website 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, DIGNIFIEDME 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. SECTION 30 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST DIGNIFIEDME WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

23.            LIMITATION OF LIABILITY

This Section discusses your agreement that Dignifiedme usually will not have to pay you damages relating to your use of the Website and Website Services.

Dignifiedme 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:

1. your use of or your inability to use our Website or Website Services;
2. delays or disruptions in our Website or Website Services;
3. viruses or other malicious software obtained by accessing, or linking to, our Website or Website Services;
4. glitches, bugs, errors, or inaccuracies of any kind in our Website or Website Services;
5. damage to your hardware device from the use of the Website or Website Services;
6. the content, actions, or inactions of third parties’ use of the Website or Website Services;
7. a suspension or other action taken with respect to your Account;
8. 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 Website; and
9. 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 DIGNIFIEDME, 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.

24.            RELEASE

This Section discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that Dignifiedme is not a party to any contract between Users, you hereby release Dignifiedme, 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 Professional Services provided to the Employer by a Professional and requests for refunds based upon disputes.

This release will not apply to a claim that Dignifiedme failed to meet our obligations under the Terms of Service.

25.            INDEMNIFICATION

This Section discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Website or Website Services or your illegal or harmful conduct, as detailed below.

You agree to indemnify, hold harmless and defend Dignifiedme (our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from and against any and all damages, losses, costs, expenses, or other liabilities directly or indirectly incurred by Dignifiedme and affiliated third party services on the Website arising out of any action or claim by any user, Employer or Professional and/or third party in respect of your, or any other person through you, access, use or misuse of the Dignifidem.com Platform or Website, Website’s Terms and Conditions, Terms of Service or Content, including but not limited to any copyright infringement, as well as any breach by you of the Terms of Service.

26.            RIGHTS TO REFUSE WEBSITE SERVICES

We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:

1. if we determine that you have breached, or are acting in breach of this Terms of Service Agreement;
2. if you under-propose on any Project in an attempt to renegotiate the actual price privately;
3. if we determine that you have infringed legal rights (resulting in actual or potential claims), including infringing Intellectual Property Rights;
4. if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
5.  you do not respond to account verification requests;
6.  you do not complete account verification when requested within 3 months of the date of request;
7.  to manage any risk of loss to us, a User, or any other person; or
8. for other reasons.

If we close your Account due to your breach of this Terms of Service Agreement, you may also become liable for certain fees as described in this Terms of Service Agreement.

Without limiting our other remedies, to the extent you have breached this Terms of Service Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

If we close your Account for a reason other than as a result of your breach of this Terms of Service Agreement, unless as otherwise specified in this Terms of Service Agreement, you will be entitled to receive any payment due from us to you. In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.

27.            PRIVACY

We use your information as described in the Dignifiedme Privacy Policy. If you object to your information being transferred or used in this way then you must not use Website Services. For the avoidance of doubt, your name and personal details shall be used for identity purposes in the normal course of conducting business in this online marketplace. This may include on invoices and purchase orders including but not limited to between transacting parties, including those automatically generated on awarding, accepting and payment.

28.            SECURITY

You must immediately notify us upon becoming aware of any unauthorized access or any other security breach to the Website, your Account or the Dignifiedme Services and do everything possible to mitigate the unauthorized access or security breach (including preserving evidence and notifying appropriate authorities). Your User Account is yours only, and you must not share your password with others. You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorized access of your account resulting from your failure to secure your password.

29.            LEGAL LIMITATIONS

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation. We may plead this Terms of Service Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this Terms of Service Agreement.

You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Users.

30.            AGREEMENT TERM AND TERMINATION

This Section discusses your and Dignifiedme’s agreement about when and how long this Agreement will last, when and how either you or Dignifiedme can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

1. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Dignifiedme as provided for under the terms of this section.
2. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. You may provide written notice to legal@dignifiedme.com. In such event, your Account is automatically terminated and (1) Dignifiedme shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) You shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Dignifiedme for any service and to any Professional for any services.
3. In the event you properly terminate this Agreement, your right to use the Website and Website Services is automatically revoked, and your Account will be closed.
4. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Dignifiedme or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account. If you attempt to use the Website 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.
5. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts and proposals. Dignifiedme, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
6. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
7. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the Dignifiedme Payment Services you must pay Dignifiedme for all fees owed to Dignifiedme and reimburse Dignifiedme for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
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 Dignifiedme 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.

31.            ABUSING DIGNIFIEDME

Dignifiedme reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend or terminate Our Service(s) and or User Account(s), suspend or ban access to Website Services, remove any content, and to take any and all technical or legal steps to ban users.

Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include:

1. use of Website Services for any illegitimate or non bona fide purpose
2.  creating problems with other Users or potential legal liabilities
3.  infringing the intellectual property rights of third parties
4. acting inconsistently with the letter or spirit of any of our policies
5. abuse of any staff members and Dignifiedme employees including inappropriate or unreasonable communications
6.  abuse or consistent poor performance any of the DignityLevel^TM
7.  any attempt to use Dignifiedme platform or Services for any objectionable purpose

32.            GENERAL/MISCELLANEOUS

1. Compliance with Law. You are responsible for compliance with applicable Indian laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
2. Modification and Waiver. Dignifiedme will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Dignifiedme. No delay or omission by Dignifiedme in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
3. Severability. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
4. Assignment or Transfer. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Dignifiedme, and any attempt to do so will be null and void. Dignifiedme may assign these Terms of Service in its sole discretion.
5. Force Majeure. Except for the payment of fees to Dignifiedme, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
6. Notice. All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to our addresses or to such other address as any party shall designate by notice in writing.
7. You are responsible for paying all other fees and taxes associated with the funds you earn by the use of Dignifiedme wherever levied (including withholding tax, if applicable). H. If a Professional or Employer doesn't respond to a Request, Dignifiedme reserves full authority to perform required Action either by automation or manually.

 

Dignifiedme shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.

33.            ADDITIONAL TERMS

It is important to read and understand all our policies as they provide the rules for trading on the Dignifiedme Website. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our Website, including but not limited to:

• Privacy Policy
• Copyright Policy
• Code of Conduct
• Fees and Charges

Each of these policies may be changed from time to time. Changes take effect when we post them on the Dignifiedme Website. When using particular services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be posted from time to time. All such policies or rules are incorporated into this Terms of Service Agreement.