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Wedlancer User Terms of Service

The following Wedlancer User Terms of Service (the “Wedlancer Terms” / “Terms” / “Terms of Use”) govern your access to and use of Wedlancer (“Wedlancer” / “Website”) by Wedlancer Private Limited (collectively, “Wedlancer”, “We”, “It”, “Our”, “Company” or “Us”) and “You” or “User” means you as an user of Wedlancer Website.Please read these Wedlancer Terms carefully before you start using the Wedlancer Website. By using Wedlancer Website, you, either individually or on behalf of your employer or any other entity which you represent (“You”), accept and agree to be bound by and abide to these Wedlancer Terms, Wedlancer Payment Terms, found here (“Payment Terms”), and our Privacy Policy, found here (“Privacy Policy”), each of which is incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use Wedlancer Website.These Terms of Use describe the terms and conditions applicable to your access and use of the Wedlancer Website at www.wedlancer.in. This document is a legally binding agreement between you as the User(s) of the Website and the Wedlancer.

Application and Acceptance of the Terms

If you register or use Wedlancer Website on behalf of your employer or another entity, you acknowledge and agree that you represent and warrant that you are authorized to bind your employer or such entity to these Terms and you agree to these Terms on their behalf. There are various types of users on the Wedlancer Website. Except where indicated otherwise, these Terms apply to all users and the term “you” shall refer to the Client, Team Members and all types of users of the Wedlancer Website. Wedlancer Website is offered and available to users who are 18 years of age or older. If you are under 18 years of age, you may not use Wedlancer Website. By using Wedlancer Website, you represent and warrant that you are of legal age to form a binding contract and to meet all of the foregoing eligibility requirements. You agree and acknowledge that you are not a person barred from receiving and rendering services under the laws of India or other jurisdiction, as may be applicable. Users acknowledge and agree that where a business name or company name is associated with their Account, these Terms are a User Agreement with the User as an individual (not the business or company) and Users remainsolely responsible for all activity undertaken in respect of their Account. A company, corporation, trust, partnership or other non-individual corporate entity may be a User subject to an eligible corporate account which pays corporate subscriptions as may be specified. We may, at our absolute discretion, refuse to register any person or entity as a User. If you do not meet all of these requirements, you must not access or use Wedlancer Website. You agree and acknowledge that you cannot and will not transfer or assign any of your rights and/ or obligations arising under this agreement without our prior written consent.

Key Terms

“Account” means the account registered and created on the Wedlancer Website which isassociated with your email address;“Client” means the persons who may purchase or avail of the services offered by the Vendors; “Wedlancer”, “we”, “our”, or “us” means Wedlancer;“Verified by Wedlancer” means that such Users have been satisfactorily verified under the Know Your Customer and Identity Verification Policy;“Inactive Account” means a User Account that has not been logged into for a period of 6 months, or other any such period as may be determined by us from time to time; “Intellectual Property Rights” means patents (including patent applications and disclosures), rights of priority, trademarks, logos, copyrights, mask work rights, trade secret rights, know- how, design rights and any other intellectual property or proprietary rights recognised in any country or jurisdiction in the world, now or hereafter existing, and whether or not filed, perfected, recorded or registered;“Local Job(s)” means service provided by us to match a Client with a Vendor in relation to the provision of location specific services;“Project” or “Listing” means a job offered or awarded by a Client via the Website, which may include a Project or Contest listed by a Client, a Project awarded by a Client, a service bought by a Client from a Vendor, and service awarded by a Client to a Vendor as a result of a Contest or competition hosted via the Website;“Vendor” means a User that offers and provides services or identifies as a Vendor through the Website.“Vendor Services” means all services provided by a Vendor;“Wedlancer Services” means all services provided by us to you;“User”, means an individual who visits or uses the Website, includingvia the API. A User may be both a Client and a Vendor under this agreement;“User Agreement” means (1) these Terms of Service, as may be amended from time to time; (2) the Code of Conduct, as may be amended from time to time; (3) any other contractual provisions agreed upon between the Vendor and the Client, to an extent that is not inconsistent with these Terms and the Code of Conduct, as may be amended from time to time; (4) the Project terms as awarded and accepted on the Website, to an extent that is not inconsistent with these Terms and the Code of Conduct, as may be amended from time to time; and (5) any other material incorporated by reference from time to time;“Website” means the Websites operated by Wedlancer and available at: www.wedlancer.in and any of its regional or other domains or properties, and any related Wedlancer Service(s), tool or application, specifically including mobile web, any iOS App and any Android App, or API or any other access mechanisms.

Overview

Wedlancer is a freelance platform tailor-made for larger teams and businesses. Through Wedlancer, Users can buy, avail, and collaborate with the Vendor Services offered by the Vendors. We hereby clarify that we merely facilitate connections between the Users i.e. the Clients and the Vendors and that we are not a party to any contract or agreement entered into between the Client and the Vendorvia the Wedlancer Website.

Accounts

In order to access and use the Website and to avail Wedlancer Services, you must first register and create an account on the Website (“Account”). When opening an Account as a Client or a Vendor, you represent and warrant that you are authorized to bind yourself to these Terms and you agree to these Terms on your behalf and/ or on behalf of your employer or any other entity which you represent.

Undertakings

By creating an Account on the Website, you: (i) agree to provide us with accurate, complete, and current registration information; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account; and (iv) undertake to promptly notify us inwriting if you become aware of any unauthorized access or use of your Account and/or any breach of these Terms. You, i.e. the Client and the Vendor both shall, jointly and severally, will be responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other user or third party on your behalf.By granting a third party any permissions under the Account, you represent and warrant that: (a) such third party is authorized to act on your; and (b) you are fully responsible and liable for such third party’s acts and omissions.

Closure and Disabling of Accounts

We reserve the right to put an Account on hold or permanently disable accounts should we notice any activity that we determine to be fraudulent or inappropriate or due to breach of these Terms, or the Code of Conduct. Users with disabled accounts, will not be able to sell or buy on Wedlancer Website or otherwise use the Website as registered users.User Accounts that have not been logged into for a period of time as specified will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the User’s profile, portfolio storage, listing in directories, promotion of your profile on the Website and elsewhere, file storage, message transmission, general administrative matters and message and other storage costs. The length of the period and the amount of the maintenance fee is set out in ourschedule of Fees and Charges. We reserve the right to close an Inactive Account. Further, we also reserve the right to close an Account with nil or negative funds.

Right to Refuse Wedlancer 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:

if we determine that you have breached, or are acting in breach of this User Agreement;
if you under-bid on any Project in an attempt to renegotiate the actual price privately,to attempt to avoid fees;
if we determine that you have infringed legal rights (resulting in actual or potentialclaims), including infringing Intellectual Property Rights;

if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
you do not respond to account verification requests;
you do not complete account verification when requested within 1 month of the date ofrequest;
to manage any risk of loss to us, a User, or any other person; or
for other reasons.

If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in the schedule of Fees and Charges. Without limiting our other remedies, to the extent you have breached this User 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.You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include, without limitation, the fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to INR 5,00,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to INR 5,00,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including, without limitation, the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us. If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User 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.

Subscription Fee, Term and Renewal

Subscription Fee: In consideration for the provision of Wedlancer Services, the User shall pay Wedlancer an annual/ a monthly fee as per fees structure (the “Subscription Fee” and “Subscription”, respectively). The User may upgrade the Subscription as prescribed in theschedule of fees and charges. We reserve the right to change the Subscription Fees at any time, upon notice to the User and such change will enter into effect upon renewal.
The Subscription Fee is non-cancelable and non-refundable.
Payment Method: You hereby authorize us to charge the Subscription Fees, upon duedate, from your Website Account’s balance or any other payment method selected byyou for this purpose.
Subscription Term: if you register your Account on the Website any time afterDecember 31, 2021, you are eligible to pay the Subscription Fees and your paidsubscription term will start automatically.
Auto-Renewal: The Subscription will automatically renew for additional period toensure that the Users do not experience any interruption, unless the User cancels itsSubscription at least 15 days prior to its expiration.
Upgrades and Promotions: During the Subscription Term, the User may upgrade itsSubscription by making such other upgrades available on the Website from time to time. After the said Subscription Upgrade, the User will be billed for the applicable increase in Subscription Fee, as may be specified by Wedlancer.
Discounts and Promotions: Irrespective of receiving a special discount or other promotional offer, the User acknowledges and agrees that upon renewal of its Subscription, the Subscription will renew at the full applicable Subscription Fee at the time of such renewal.
Taxes: The Subscription Fee is exclusive of any and all taxes (including without limitation, value added tax, sales tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed with respect to these Terms.
Chargebacks: Any decline, chargeback or failure to collect Subscription Fee due by the User (“Chargeback”), will be deemed as a breach of Users obligations hereunder, and therefore (i) Wedlancer may deduct such amount from the User’s Account Balance; and/or (ii) Such User’s Account may be downgraded, disabled, or terminated (at Wedlancer’s sole discretion) until payment of applicable Subscription Fees in full,

including any fees and expenses incurred by us for each Chargeback is received, without derogating from any other remedy that may be applicable to Us.

User Code of Conduct

Wedlancer maintains a friendly, community-spirited, and professional environment. Users should keep to that spirit while participating in any activity or extensions of Wedlancer. You undertake to comply with this User Code of Conduct section which are a set of behaviour rules and guidelines, applicable to the Users of Wedlancer platform in addition to these Terms, each as may be updated from time to time.While using the Wedlancer Website, you will not attempt to or otherwise do any of the following:

post content or items in inappropriate categories or areas on our Websites and services;
infringe any laws, third party rights or our policies, such as these Codes of Conduct;
fail to deliver payment for services delivered to you;
fail to deliver Vendor Services purchased from you;
circumvent or manipulate our fee structure, the billing process, or fees owed to Wedlancer;
post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Website);
transfer your Account (including feedback) and username to another party without our written consent;
distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm Wedlancer, the Website, or the interests or property of Wedlancer users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;

download and aggregate listings from our website for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the Website into any other website without our prior written authorisation from us;
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Website;
copy, modify or distribute rights or content from the Website or Wedlancer’s copyrights and trademarks; or
harvest or otherwise collect information about Users, including email addresses, without their consent.
use Wedlancer to facilitate money exchange including, but not limited to, cryptocurrency (e.g. bitcoin, ethereum, etc).

This Code of Conduct applies to all the Users. If any User violates any such terms and/or standards, it may affect such User’s ability to use Wedlancer Services, and Wedlancer may suspend or close such User’s Account. To report a violation of the Terms of Service and/or our Code of Conduct standards or any other user misconduct, please contact us at connect@wedlancer.in

User-Generated Content

All the content uploaded to Wedlancer by users is “User Generated Content”. Wedlancer does not check user uploaded/ created content for appropriateness, violations of copyright, trademarks, other rights or violations and the user uploading/creating such content shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it. By uploading to, or creating content on, the Wedlancer platform, you represent and warrant that you own or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to use and/or upload such content and that such content or the use thereof on Wedlancer platform does not and shall not (a) infringe or violate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions; and/or (c) violate any of your or third party’s policies and/or terms of service. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.Furthermore, Wedlancer is not responsible for the content, quality or the level of service provided by the Vendors (even if they are Pro Sellers, Top Rated Sellers, Promoted sellers or otherwise). We provide no warranty with respect to the Services, their delivery, any communications between the Clients and the Vendors. We encourage users to take advantage of our rating system, our community and common sense in choosing appropriate services.By offering a service, the Vendor undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service that is offered on Wedlancer.

Delivery

You are responsible for scanning all delivered files for viruses and malware. Wedlancer will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.

Intellectual Property Rights Infringement

It is our policy to respond to clear and complete notices of alleged copyright or trademark infringement by removal of the content alleged to be infringing a third party intellectual property rights from our Website. Wedlancer’s content is based on User Generated Content and we do not check it for violations of copyright or other intellectual property rights. However, if you believe any of the uploaded content violates your copyright or a related exclusive right, you should report the same to us in writing and we shall look into such reported violations and infringements and Wedlancer shall take down the infringing content from the Wedlancer Website until and unless it is proven otherwise.

Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the services provided and the jurisdiction applicable. Depending on your residency or location, you may be subject to certain ad valorem or other taxes (for example, GST in India), on fees that we charge. These taxes will be added to fees billed to you, if applicable. You acknowledge that you must comply with your obligations under income tax provisions applicable in your jurisdiction.

Payment Administration Agent

You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate, affiliates, or any other third party to act as our agent to accept or make payments (including merchant facilities) (“Payment Administration Agent”) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this contractual agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent’s negligence and/or acts beyond the authority given by Wedlancer.

Promotion

We may display your company or business name, logo, images or other media as part of the Wedlancer Services and/or other marketing materials relating to the Website, except where you have explicitly requested that we do not do this and we have agreed to such a request in writing. You acknowledge that we may use the public description of your Projects and the content of your profile information on the Website for marketing and other related purposes.

Content and Ownership Rights

We do not claim ownership to your User Generated Content. However, you acknowledge and agree to grant us a non-exclusive, sub-licensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in all media formats now known or hereafter devised and on third-party sites and platforms in any number of copies and without limit as to time, manner of frequency of use, without further notice to you, and without the requirement of permission from or payment to you or any other person or entity.You acknowledge and agree that: (1) we act only as a forum for the online distribution and publication of User Generated Content. We make no warranty that User Generated Content is made available on the Website. We have the right (but not the obligation) to take any actiondeemed appropriate by us with respect to your User Generated Content; (2) we have no responsibility or liability for the deletion or failure to store any User Generated Content, whether or not the content was actually made available on the Website; and (3) any and all User Generated Content submitted to the Website is subject to our approval. We may reject, approve or modify your User Generated Content at our sole discretion.In this regard, You represent and warrant that your content:

will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
will not violate any law or regulation;
will not be defamatory or trade libellous;
will not be obscene or contain child pornography;
will not contain the development, design, manufacture or production of missiles, ornuclear, chemical or biological weapons;
will not contain material linked to terrorist activities;
will not include incomplete, false or inaccurate information about User or any otherindividual;
will not contain any viruses or other computer programming routines that are intendedto damage, detrimentally interfere with, surreptitiously intercept or expropriate anysystem, data or personal information; and
will not be against public policy and the law in force in India or applicable jurisdictions.

Feedback, Reviews and Reputation

You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s), any comments, suggestions or other feedback regarding the Wedlancer platform as well as Wedlancer Services (collective, the “Feedback”), you will be deemed to have granted Wedlancer an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. Wedlancer is under no obligation to implement any Feedback it may receive from Users (e.g. quality, communication etc.) together with any composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time withoutour prior written permission. You may not do (or omit to do) anything that may undermine the integrity of the Wedlancer feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted. Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Vendor Servicesvia the Website. You may not use your Vendor or Client feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than a website operated by Wedlancer or its related entities, without our written permission.

Advertising

You must not advertise an external website, product or service on the Wedlancer Website unless otherwise agreed by us in writing. Any website address posted on the Wedlancer Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a Project, or a contest, or items listed, or services being performed on the Wedlancer Website. We may display advertisements or promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by Wedlancer or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.

Proprietary Restrictions

The Wedlancer platform and the Wedlancer Services, including its general layout, design, and content, is exclusively owned by Wedlancer and protected by copyright and trademark law.are all registered trademarks owned exclusively by Wedlancer. Users have no right, and specifically agree not to do the following with respect to the Website or any part, component or extension of the Website (including its mobile applications): (i) copy, transfer, adapt, modify, distribute or reproduce it, in any manner; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization; (iii) modify or create derivative works; (iv) remove any copyright notice,identification or any other proprietary notices, or; (v) use the Website in any manner that could damage, disable, overburden or impair the Website, or interfere with any other users’ enjoyment of the Website. Users also agree not to permit or authorize anyone else to do any of the foregoing.

Identification / Know Your Customer

You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and or other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; or (3) verify your information against third party databases or through other sources. You must also, at our request, provide copies of identification documents (such as your passport or driver’s licence or PAN Card or Aadhar Card). We may also ask you to provide photographic identification holding your identification together with a sign with a code that we provide as an additional identity verification step. We also reserve the right to request a video interview with you to validate this information, your identity, your background and your skills. We reserve the right to close, suspend, or limit access to your Account, the Website and/or Wedlancer Services in the event we are unable to obtain or verify to our satisfaction the information which we request under this section. We reserve the right to update your particulars on the website in order to match any identity documentation that have been provided.

User Services

Upon the Client awarding a Project or Contest to the Vendor, and the Vendor’s acceptance on the Website, or the purchase of an item by a Client from the Vendor, the Client and Vendor will be deemed to have entered into a “User Contract” under which the Client agrees to purchase, and the Vendor agrees to deliver the Vendor Services. You agree not to enter into any contractual provisions in conflict with these Terms. You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws, international laws, statutes, ordinances, covenants and regulations relevant to you as a Client or as a Vendor, as the case may be or in any other uses you make of the Website. If another User breaches any obligation to you, you are solely responsible for enforcing any rights of yours that may have been infringed. For the avoidance of doubt, Wedlancer shall have no responsibility for enforcing any rights under a User Contract. Depending on their jurisdiction, Vendors andClients may have rights under statutory warranties that cannot lawfully be excluded. Nothing in these Terms of Service is intended to override a right that by applicable law may not be excluded. Nothing contained in these Terms is intended to violate any laws relating to unfair contracts. To the extent that any component of these Terms acting as User Agreement is in conflict with inalienable rights under local laws, all parties intend for this agreement to be read down only insofar as to be in compliance with such local laws and no further. Each User acknowledges and agrees that the relationship between Clients and Vendors is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership, principal-agent or an employer- employee relationship between Wedlancer and any User.

Special Provisions for Local Job(s)

Each User acknowledges that Wedlancer does not review, approve, recommend or verify any of the credentials, licences or statements of capability in relation to Local Jobs (or, for the avoidance of doubt, any non-Local Jobs on the Website). Wedlancer merely provides a matchmaking platform services. Users acknowledge and agree that Wedlancer has no liability for any other aspect of service delivery or interaction between Client and Vendor. Wedlancer is not a party to any disputes between Client and Vendor, although we provide a dispute resolution mechanism to assist the parties in resolving issues. Wedlancer may from time to time include map features and Wedlancer may display the location of Users to persons browsing the Website on that map. Every Client seeking services for Local Jobs will be asked to provide the location where the Local Job is to be performed. You expressly agree that Wedlancer has no liability for displaying such information. A User must never disclose, in any Project posted, personal details such as the User’s name, street number, phone number or the email address in any Project description for a Local Job or in any other public communication on the Website (these may be disclosed for Local Jobs as required in private direct messages). Wedlancer may collect location related data from youvia technologies including, without limitation, the GPS, IP address location, wifi, and by any other means. This data may be shared in the context of facilitating services for Local Jobs and each User specifically consents to this collection and sharing as part of this User Agreement. Upon completion of a Local Job Project, the Vendor must log on to the Website and click the ‘Complete’ button for that Local Job, as soon as practicable. Failure to complete the service or task will constitute a breach of this UserAgreement. Our fees are applied to the amount of the awarded Vendor’s bid to perform the services for the Local Job. Any items purchased by the Vendor as part of performing the service are between the Client and Vendor, you acknowledge that Wedlancer is not a party to the arrangement between the Client and Vendor.

Fraud Prevention Measures

We 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:

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;
we believe that the beneficiary of the payment is someone other than you;
we believe that the payment is being made to a country where we do not offer ourService; or
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.

Wedlancer Dispute Resolution Mechanism

If a dispute arises between you and Wedlancer, our goal is to address your concerns immediately and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by using our customer support website or emailing us at connect@wedlancer.in. Forany claim, Wedlancer may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. This User Agreement shall be governed by, and construed in accordance with, the laws of India. All disputes, differences and/ or claims arising out of this agreement or as to the construction, meaning or effect hereof or as to the rights and liabilities of the Parties shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (or any statutory amendments thereof or any statute enacted for replacement thereof) and shall be referred to the sole arbitration of a person to be nominated by Wedlancer. In the event of death, refusal, neglect, inability or incapability of the person so appointed to act as an arbitrator, Wedlancer may appoint a new arbitrator. The award including interim award/s of the arbitrator shall be final and binding on all parties concerned. The arbitrator may lay down from time to time the procedure to be followed by him in conducting arbitration proceedings and shall conduct arbitration proceedings in such manner as the arbitrator considers appropriate. The Arbitrator and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All claims you bring against Wedlancer must be resolved in accordance with the terms of this User Agreement. All claims filed or brought contrary to this User Agreement shall be considered improperly filed and a breach of this User Agreement. Should you file a claim contrary to the terms of this User Agreement, Wedlancer may recover its legal fees and costs (including in- house lawyers and paralegals), provided that Wedlancer has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim within a period of 21 days from the date of receipt of Wedlancer’s notice. You agree that you will not pursue any claims arising under this User Agreement on a class or other representative basis and will not seek to coordinate or consolidate any arbitration or action hereunder with any other proceeding. If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Wedlancer will be entitled to recover all reasonable costs or expenses, including, without limitation any legal fees and expenses that may be incurred in connection with the enforcement of this User Agreement. Wedlancer’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

Severability and Release

These Terms also known as the User Agreement supersedes any other agreement between you and Wedlancer. It is acknowledged and agreed that the terms, provisions and covenants contained in this User Agreement shall be enforceable to the fullest extent permitted by law. If any such term, provision or covenant or the application thereof to any person or circumstances shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such term, provision or covenant shall be construed in a manner as to permit its enforceability under the applicable law to the fullest extent permitted by law. In any case, the remaining provisions of this User Agreement or the application thereof to any person or circumstances, other than those to which they have been held invalid or unenforceable, shall remain in full force and effect. Our failure to enforce any part of this User Agreement is not a waiver of any of our rights to later enforce the same or any other part of this User Agreement. We may assign any of our rights and obligations under this document from time to time. If there is a dispute between participants on the Website, or between Users and any third party, you agree that Wedlancer is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you agree to release Wedlancer, its officers, employees, agents, authorised representatives and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or Wedlancer Services.

Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the Websitevia any means, including for the avoidance of doubt access to our application programming interface (“API”), for any purpose without our express written permission. Additionally, you agree that you will not:

take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair anydevice, software system or network connected to or used (by you or us) in relation to the Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;

copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the websites without the prior express written permission of Wedlancer and the appropriate third party, as applicable;
interfere or attempt to interfere with the proper working of the Websites, services or tools, or any activities conducted on or with the Websites, services or tools; or
bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website; or
do any other acts as may be specifically prohibited by Wedlancer from time to time.

Indemnity

You expressly and unequivocally agree to and hereby does indemnify, save, defend and hold harmless Wedlancer and its officers, directors, employees, authorised representatives, agents, consultants and other representatives, successors and assigns of (“Indemnified Parties”), from and against all, direct and indirect, claims, damages, fines, penalties, losses, costs and expenses, including attorneys’ fees incurred by Wedlancer in respect of or in the course of performing its obligations under this User Agreement or otherwise incurred as a result of entering into this User Agreement, including without limitation, against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Terms, or your infringement of any law or the rights of a third party in the course of using the Website and Wedlancer Services. In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.

Security

You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the Wedlancer Services and do everything possible to mitigate the unauthorised 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 unauthorised access of your account resulting from your failure to secure your password.

No Warranty as to Each User’s Purported Identity

We cannot and we do not confirm each User’s purported identity on the Website. We may provide information about a User, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that a User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.

Disclaimer of Warranties

YOUR USE OF WEDLANCER, WEDLANCER WEBSITE, WEDLANCER SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEDLANCER PLATFORM IS AT YOUR OWN RISK. WEDLANCER, WEDLANCER WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEDLANCER PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS A V AILABLE” BASIS, WITHOUT ANY W ARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WEDLANCER NOR ANY PERSON ASSOCIATED WITH WEDLANCER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY , RELIABILITY , QUALITY , ACCURACY OR AVAILABILITY OF THE WEBSITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.TO EVERY EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, SUITABILITY AND NON-INFRINGEMENT.

Limitation of Liability

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

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 User 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 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 favour 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.

Notices

Legal notices will be served or to the email address you provide to Wedlancer during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing. Any notices to Wedlancer must be given by registered ordinary post.All notices, approvals, instructions, demand and other communication given or made under this agreement to Wedlancer shall be in writing and may, be given by registered ordinary post its address set out below:Wedlancer202 – SNS Arista, Behind Prime Shoppers, Vesu – Surat, 395007

Governing Law and Jurisdiction

This agreement shall be governed by, and construed in accordance with, the laws of India. We encourage you to try and resolve disputes using alternative dispute resolution mechanism. However, if a dispute cannot be resolved and You and Wedlancer agree that if the process of the courts is required to be invoked, then you and Wedlancer irrevocably submit to the competent courts and tribunals at Surat, India. It shall have exclusive jurisdiction and both the Parties hereto submit to the same.

Interpretation

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

No Waiver

Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.

Communications

You consent to receive notices and information from us in respect of the Website and Wedlancer Services by electronic communication. You may withdraw this consent at any time, if you wish.

Abusing Wedlancer or Wedlancer Website or Wedlancer Services

Wedlancer 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 our services, remove any content, and to take any and all technical or legal steps toban users. Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include:

use of our services for any illegitimate or non bona fide purpose;
creating problems with other users or potential legal liabilities;
infringing the intellectual property rights of third parties;
acting inconsistently with the letter or spirit of any of our policies;
abuse of any staff members including inappropriate or unreasonable communications;
abuse or poor performance in the Preferred Wedlancer Program; or
any attempt to use Wedlancer’s platform or Wedlancer Services for any objectionable purpose.

Redress

If you have any questions about these Terms of Service/ User Agreement or if you wish to report breaches of this User Agreement, please contact us at connect@wedlancer.in.

Personal Information and Confidentiality

We use your information as described in the Wedlancer Privacy Policy. If you object to your information being transferred or used in this way then you must not use access our Website or avail Wedlancer 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 without limitation between transacting parties, including those automatically generated on awarding, accepting and payment.You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of India. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and Wedlancer Services and may close your Account.

Miscellaneous Disclaimers

Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you havespecific questions about any matter you should consult your professional adviser. We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk. In relation to deletion or hiding of any information or content, using the Website to delete, hide or otherwise dispose of information does not imply permanent deletion of content or information. Information may be retained for a period of time to fulfil record keeping, regulatory, compliance, statistical, law enforcement and other obligations.

Modifications

We may make changes to these Terms from time to time. When changes are made, we will make a new copy of these Terms available on this page. You understand and agree that if you use Wedlancer Website or avail Wedlancer Services, after the date on which these Terms have been revised/ changed, your use will be considered as acceptance of the updated Terms.

Discontinuation

We may add, modify or discontinue any feature, functionality or any other tool, on the Website or within the Wedlancer Services, or suspend Wedlancer altogether, at our own discretion, at any time, and without further notice.