TERMS OF SERVICE

KWORK SERVICE TERMS OF SERVICE
Effective date – March 13, 2017

DEFINITIONS

For the purposes of these Terms of Service the following definitions shall have the following meanings:

"You" or "User" means a natural person, individual entrepreneur or a legal entity that registered with the KWORK Service as the User and accepted these KWORK Terms of Service and the Offer Agreement.

"Services" mean, collectively, paid services which the Operator provides and makes available to the User through or with the use of the KWORK Service. The Services include, inter alia, enabling the User to use specific functionality of the KWORK Services under the SaaS ("Software-as-a-Service") model, and the Services include any and all additional or optional services offered and/or made available by the Operator via the KWORK Service in connection with any of the Services. Full details of all Services available to the User are available in the User’s Personal Account in the KWORK Service.

"KWORK Service" means the Operator’s proprietary online software suite and service inclusive of the website, designated for provision of Services to the User, available on the Internet via URL https://kwork.com, that is used by the Operator to provide the Services to the User hereunder.

"Personal Account" means the personalized section of the KWORK Service closed for public access. Personal Account is accessed by entering authentication details on the KWORK Service login page: login (username) and password (access code).

"Operator" means Mirafox Limited, a company registered under No. 2386193, with its address at: Unit F, 11/F, CNT Tower, 338 Hennessy Road, Wan Chai, Hong Kong, represented by its Director, Elna Paulette Lafortune, acting on the basis of the Articles of Association, and its subsidiaries and affiliates, that is the operator of the KWORK Service as it is defined herein and that provides the Services as they are defined herein by means and with help of the KWORK Service.

"Kworks" mean, collectively, fixed-price packages of works and services the offers for performance and rendering of which the User may place in the KWORK Service, as well as fixed-price packages of works and services of other Users performance and rendering of which may be ordered by the User by means and with help of the KWORK Service

GENERAL

These Terms of Service establish the principles and conditions of your use as a User of the"KWORK" interactive service located on the Internet on the website https://kwork.com (the "KWORK Service"), which is provided and operated by Mirafox Limited, a company registered under No. 2386193, with its address at: Unit F, 11/F, CNT Tower, 338 Hennessy Road, Wan Chai, Hong Kong, represented by its Director, Elna Paulette Lafortune, acting on the basis of the Articles of Association, and/or its subsidiaries or affiliates (the"Operator"), as well as the terms of provision by the Operator of Services as they are defined in these Terms of Service to you as a User. These Terms of Service constitute an integral part of the KWORK Service User Offer Agreement and a legally binding agreement between the User as defined herein that accesses and uses the KWORK Service, receives Services, and accepts these Terms of Service and all associated documents, including but not limited to the Offer Agreement, Privacy Policy and the Dispute Resolution Policy included by reference herein ("You" or the "User") and the Operator, and its provisions may be enforced against you under applicable law. Please read and review these Terms of Service before you commence using the KWORK Service. By accessing or using the KWORK Service you acknowledge that you have read, understand and agree to be legally bound by all of the provisions of these Terms of Service without any limitations whatsoever. These Terms of Service are subject to change; please review these Terms of Service each time you access and/or use the KWORK Service and. You acknowledge and agree that by accessing or using the KWORK Service and the Services, you shall be deemed as having accepted the most recent version of these Terms of Service. If you do not agree to follow the terms of and/or be bound by these Terms of Service, you may not access or use the KWORK Service or receive the Services.

For the purposes of these Terms of Service the term "KWORK Service" includes but is not limited to the KWORK Service itself, underlying software programs, software algorithms, databases and hardware, all content available on or by means of the KWORK Service, all KWORK Service design elements and all of the interactive services and functionality provided on or through the KWORK Service (including but not limited to the Services), and any and all other elements and parts of the KWORK Service without any limitation. You will be deemed using the KWORK Service anytime you access (via computer, mobile device or other technology) or otherwise interact or communicate with or connect to, the KWORK Service or any parts or sections thereof or interact or communicate with other users of the KWORK Service by means and with help of the KWORK Service, as well as when you receive the Services by means and with help of the KWORK Service.

These Terms of Service apply to only and exclusively to the KWORK Service and the Services, apply only to your rights and responsibilities in connection with your use of the KWORK Service and the Services and do not apply to your use of, or rights and responsibilities regarding, any other websites including but not limited to any other websites that may be operated or offered by the Operator or other third parties.

Your access to and/or use of the KWORK Service and/or any part, feature or functionality thereof (including the Services) by means and with help of the KWORK Service at any moment signifies your agreement to be bound by the most recent version of these Terms of Service.

 •

you must use the KWORK Service in accordance with its designated purpose only;

 •

your accessing and use of the KWORK Service must be performed by you in full compliance with these Terms of Service, the Offer Agreement, other applicable documents related to the KWORK Service and all applicable laws;

 •

you must always provide true and complete information about yourself and parties you represent, whichever is applicable;

 •

you must not perform any actions expressly prohibited by these Terms of Service.

USER ELIGIBILITY

Content, functionality and results of interaction available on or by means of the KWORK Service are intended for adults only.

If you intend to use the KWORK Service as a User, you must:

 •

if you are a natural person, be both (1) at least 18 (eighteen) full years of age, and (2) of legal age in the jurisdiction from which you access and use the KWORK Service. If you are at least 18 years of age but are a minor under the laws of your country of residence, you must review these Terms of Service and have your parent or legal guardian accept the Terms of Service on your behalf in order for you to use the KWORK Service. The person accepting the Terms of Service on your behalf must be legally competent. If you are not 18 years of age, you may not access and use the KWORK Service. The Operator reserves the right to report attempts of use of the KWORK Service by minors to the appropriate officials; OR

 •

if you are a representative of a legal entity, you must be duly authorized by the legal entity you represent to register with the KWORK Service and use its functionality. The Operator reserves the right to investigate attempts of use of the KWORK Service by parties not officially authorized to represent legal entities these parties claim to represent, and report such attempts to the appropriate officials.

PERSONAL ACCOUNT REGISTRATION

If you intend to use the KWORK Service and the Services you will be asked to register a Personal Account and provide certain registration details in order to access and use the KWORK Service. You expressly agree that all of the information you provide upon registration of your Personal Account with the KWORK Service must be correct, truthful, current, and complete. Providing misleading or false information about your identity is forbidden and constitutes a material breach of these Terms of Service. If the Operator believes that the information you provide is not correct, truthful, current, or complete, or is false or misleading, the Operator has the right to refuse, suspend or terminate your access to the KWORK Service or any of its resources and to suspend or block your Personal Account at any time.

When you register as a User of the KWORK Service, create your Personal Account and accept the Offer Agreement and these Terms of Service, you are required to create a username and a password for logging into your Personal Account on the KWORK Service. You are personally and solely responsible for any use of the KWORK Service with your username and password. You agree to take due care in protecting your username and password against misuse by third parties and promptly notify the Operator about any misuse via the following e-mail: support@kwork.com.

SERVICES

For the purposes of these Terms of Service and the Offer Agreement, the Services include both the functionality of the KWORK Service and additional Services offered to you by the Operator. Services include, inter alia:

 •

enabling the User to create and place in the KWORK Service of Kworks for the purposes of ordering of works and services included by the User in the User’s Kworks by other Users of the KWORK Service;

 •

enabling the User to order performance of works and rendering of services included in Kworks of other Users of the KWORK Service and offered by them for performance and rendering by means and with help of the KWORK Service;

 •

enabling the User to perform monetary transactions with other Users of the KWORK Service, both for User’s Kworks within the scope of which the User performs works and renders services for other Users, and the Kworks of other Users performance of works and/or rendering of services within the scope of which is ordered by the User by means and with help of the KWORK Service;

 •

providing to the User other functionality and rendering of additional Services, available for selection by the User by means and with help of the Personal Account in the KWORK Service.

The Services are provided and rendered by means and with help of the KWORK Service.

The Operator reserves the right to refuse to provide the Services at its discretion, inter alia, if provision of the Services implies violation of these Terms of Service by the User.

The Operator shall use all reasonable endeavors for the Services to be available on a level of 24 hours a day, 7 days a week, 365 days a year (24x7x365) and in full accordance with these Terms of Service.

The Operator reserves the right to carry out from time to time KWORK Service technical maintenance to improve or support the appropriate level of provided Services. The Operator shall use all reasonable endeavors to notify the User about such maintenance works in advance via e-mail or via User’s Personal Account. The User agrees that the Services may not be available during technical maintenance the KWORK Service.

RULES OF KWORKS CREATION, PLACEMENT AND PERFORMANCE

If the User decides to create and place in the KWORK Service a User’s Kwork, that Kwork must be created by filling the “Create New Kwork” form available in the User’s Personal Account in the KWORK Service.

Placement of a Kwork in the KWORK Service is free of charge. The user may not refuse the sale of an active Kwork, if all requirements are met by the customer. If the User refuses the order, the user's rating will be lowered.

The price of each Kwork is set by the User who placed it in the KWORK Service depending the volume of works/services included in the Kwork and starts from $10 (ten dollars). Also the User may add additional options to each Kwork with mandatory designation of the additional prices of such options.

Works and services within the scope of each Kwork are performed and rendered only and directly by the User who placed the relevant Kwork in the KWORK Service. The Operator bears no responsibility with respect to the quality, timeliness and other parameters of performance of works and rendering of services within the scope of Kworks placed by Users in the KWORK Service.

Prior to actual placement of each new Kwork in the KWORK Service each Kwork undergoes moderation with respect to its conformance with these Terms of Service, and is placed in the KWORK Service only upon successful moderation. The Operator and Operator’s moderators reserve the right to edit the information about Kwork or delete Kwork in the process of moderation if the Kwork does not conform to these Terms of Service or any documents governing use of the KWORK Service.

The User may suspend the display of the Kwork placed in the KWORK Service if the works or services included in that Kwork may not be performed or rendered by the User, or are no longer relevant.

In instances where provision of certain materials to a User for the purposes of performance of works / rendering of services within the scope of the relevant Kwork is required, the User ordering the works or services within the scope of said Kwork must provide the discussed materials by him/herself and at his/her own expense.

User’s Remuneration for completed Kworks is paid out to the User only upon acceptance of works or services in the scope of the Kwork by the User who ordered the relevant Kwork. At that, acceptance of works/services performed/rendered within the scope of the relevant Kwork shall be performed by the User who ordered their performance / rendering within 3 (Three) business days as of the moment the result of performed works was provided to the User, or as of the moment rendering of the relevant services was completed, whichever is applicable. If the work within the scope of the Kwork was not performed, or the services within the scope of Kwork were not rendered, or if the performed works / rendered services do not conform to the description of works or services given in the Kwork’s description, the User who ordered the Kwork may request from the User that performed works or rendered services within the scope of such Kwork either to re-work the result of works (if works were performed) or re-render the services (if services were rendered).

The User ordering performance of works or rendering of services within the scope of the relevant Kwork may cancel the Kwork order with indicating reason for cancellation. Upon confirmation of cancellation by the User performing works or rendering services within the scope of such Kwork the price of the Kwork is returned to the User who ordered the Kwork. Upon cancellation of the order due to expiration of the time limit for performance of works or rendering of services within the scope of the Kwork the price of the Kwork is returned to the customer User immediately, without receiving the Kwork order cancellation confirmation from the User performing the Kwork.

The User is prohibited to request other Users to be paid for the works performed / services rendered within the scope of that User’s Kworks outside of the KWORK Service. The Operator reserves the right to deactivate the Personal Account of any User who violates this provision.

The User understands and agrees that in instances where performance of works within the scope of the relevant Kwork entails creation of certain intellectual property, then upon acceptance of the relevant result of performed works by the User who ordered creation of such intellectual property within the scope of the relevant Kwork the User irrevocably, unconditionally and for the entire term of protection and without any limitations whatsoever (including any territorial restrictions) fully transfers, conveys and assigns to that other User (with full title guarantee and free from any liens or encumbrances) the exclusive intellectual property rights in full in and to the relevant intellectual property, after acceptance of the result of works retains no rights whatsoever with regard to the intellectual property, and is deprived of any and all rights in and to the intellectual property, including the rights to use, dispose, assign, transfer or convey or license or grant any other right of any kind in or to the intellectual property to any third parties.

LEVELS AND RATING

Each KWORK Service’s User who performs works and renders services within the scope of Kworks is given a rating. The rating depends on:

 •

the quantity of Kworks successfully completed by the User;

 •

the correlation between the positive and negative Reviews of other Users with respect to the works/services performed/rendered by the User within the scope of that User’s Kworks.

The Operator reserves the right to lower the User’s Rating and suspend display of User’s Kworks in the KWORK Service in the following instances:

 •

the User cancels performance of works / rendering of services within the scope of a Kwork for an invalid reason;

 •

the User cancels performance of works / rendering of services within the scope of a Kwork for an invalid reason;

 •

the User ignores orders of other Users to perform works / render services offered within the scope of User’s Kworks.

The quantity and quality of completed Kworks influences the User’s level. Beginner-level Users placing Kworks are given the “Novice” level. Upon successful completion of 10 Kworks (on the condition that the User has at least a 90% positive Rating) the User is awarded the “Advanced” level. Upon successful completion of 50 Kworks, on the condition that the User has a positive Rating, the User is awarded the “Professional” level.

The “Top Rating” mark may be awarded to a particular Kwork if the works/services within such Kwork’s scope were performed/rendered no less than 20 (Twenty) times with positive Reviews from Users-customers, and the User’s Rating is at the same time at the maximum level (no negative Reviews; little or no Kworks without Reviews; there are no Kworks completed with delays; no Kwork cancellations for invalid reasons).

REVIEWS

For performing certain actions within the KWORK Service, including for performance of works and rendering of services within the scope of Kworks, the Users may leave reviews ("Reviews"). Users are allowed to leave both positive and negative Reviews.

All Reviews are public and accessible by both Users of the KWORK Service and other Internet users.

Any Review may be removed by the Operator both at the Operator’s sole discretion or under a request of a User sent to Feedback. The reasons for removal of a Review may be the following (but are not limited to them):

 •

information in the Review is false/inaccurate;

 •

the Review is not substantiated (not substantiated by examples, proof, explanation of the given point of view) or contains improvable assertions, speculations, forecasts, subjective evaluative judgements;

 •

the Review contains insults, expletives, inappropriate claims;

 •

the "Reviews" Section is used instead of private messaging (i.e. the text is a direct communication between Users or is an address of one User to another);

 •

the Review contains fragments of private messages (including copied from private messages in the KWORK Service) publication of which was not authorized by the recipient of the Review;

 •

the Review does not contain detailed information about the parties’ conflict, which may entail wrong understanding of the situation described in the Review by the Operator or other Users;

 •

information in the Review does not relate to User relations (contains advertising of Review author’s services etc.) or may mislead Users;

 •

Inconsistence of the claims in the Review with the real situation;

 •

the situation described in the Review does not relate to the KWORK Service (for example, the Review concerns inappropriate communication between Users outside the KWORK Service etc.).

ARBITRATION

In case of disputes between the Users of the KWORK Service regarding performance of works and rendering of services within the scope of a particular Kwork the Users may transfer the dispute for resolution by Arbitration performed by Operator’s employees.

For transferring the dispute to Arbitration the User must utilize the relevant functionality of the Personal Account, or send an application in free form through Feedback, online chat, or via support@kwork.come-mail with the header “To Arbitration”. The application must contain the login of the User-claimant, the login of the User-defendant, number of the disputed Kwork, and arguments confirming the position of User-claimant.

The term of review of applications submitted to Arbitration and delivering a decision is up to 3 (Three) business days as of receipt of the application by the Arbitration arbiters.

When reviewing disputes arbiters do not review the creative input used in performance of works/rendering of services within the scope of the disputed Kwork. Only conformance of the performed works/rendered services with the terms of the Kwork is reviewed, that is, conformance with the description of the works/services and conditions agreed by Users in message exchange through Personal Accounts, the result of works or the rendered services from the objective standpoint, as well as conformance with these Terms of Service, Offer Agreement, and all Related Documents.

If there is conflicting information in the description of an ordered Kwork, on the condition that full and detailed information is provided in the various Kwork description blocks, the information having priority shall be information given in the “Kwork Volume” block, then information given in the “Kwork Description” block, and then information given in the Kwork title.

If works/services within the scope of a particular Kwork were performed/rendered, but the User who ordered the works/services within the scope of that Kwork is unable to review the result of performed works or the rendered services, then the order for such Kwork is deemed not completed.

Leaving a Review for a disputed Kwork the dispute with respect to which was resolved via Arbitration is not possible.

This Section does not apply to disputes between Users and third parties, which are resolved under the KWORK Service Dispute Resolution Policy, available here: https://kwork.com/resolution.

TERM AND TERMINATION

These Terms of Service come into effect upon their acceptance by the User when the User registers the Personal Account and accepts the terms of the Offer Agreement of which these Terms of Use form an integral part, and are valid until either cancellation of Services by the User or termination of Services by the Operator in accordance with the provisions of these Terms of Service. Upon any termination of these Terms of Service by any Party, provision and rendering of Services will be immediately terminated notwithstanding the reasons for such termination.

Upon cancellation of Services by the User or termination of Services by the Operator the User will not receive any refunds of pre-paid amounts of Services Fees for the Services not received by the User at the moment of cancellation of use of the KWORK Service and the Services. Notwithstanding this, the User may withdraw the amounts of User’s Remuneration for performance by User of works and rendering by User of services within the scope of User’s Kworks, for which purpose the User must contact the Operator via the "Feedback" section of the KWORK Service.

The User agrees that the Operator may unilaterally terminate rendering of the Services and these Terms of Service at any time in the event of User’s non-compliance and/or breach of any terms of these Terms of Service, Privacy Policy, or Dispute Resolution Policy.

Upon termination of these Terms of Service, its provisions governing User’s warranties and liabilities, governing law and jurisdictions, binding arbitration, indemnity, and any and all provisions relating to disclaimer of Operator’s warranties, limitation of Operator’s liabilities shall continue in full legal force and effect in perpetuity after termination of these Terms of Service.

COMPLIANCE AND DISPUTE RESOLUTION

When using the KWORK Service and ordering and receiving the Services the User must comply with all the applicable laws and trade policies effective at the relevant time.

The procedure for resolution of disputes arising out of claims of third parties is regulated by the KWORK Service Dispute Resolution Policy that forms an integral part hereof and is available via the following link: https://kwork.com/resolution.

PRIVACY, PERSONAL DATA AND COOKIE POLICY

The information required to be provided in connection with your use of the KWORK Service may include certain personal data. Collection, use and processing of your personal data by the Operator, as well as the applicable cookie file policy, are governed by the KWORK Service’s the Privacy Policy, available here: https://kwork.com/privacy.

CONSENT TO MONITOR

The Operator reserves the right, but is under no obligation, to monitor your Personal Account and your activities in the KWORK Service related to your Personal Account for the purposes of confirming that you use the KWORK Service and the Services in full accordance with these Terms of Service and applicable law. You hereby grant the Operator your express permission and consent to monitor your Personal Account and all activities performed under your Personal Account for purposes of confirming legal use of the KWORK Service and identifying instances of restricted use and potential violations of these Terms of Service and applicable law.

RESTRICTIONS

By accepting these Terms of Service you expressly agree that you are expressly prohibited to, and are prohibited to allow any third party to, perform any of the following actions, and any actions similar in nature or intent thereto, and that performance of any such actions shall constitute a material breach of these Terms of Service:

 •

display, copy, store, modify, adapt, reverse engineer, sell, publish, make available to the public or redistribute the KWORK Service or any services or functionality made available to you via the KWORK Service (including the Services), including but not limited to any results of intellectual activity and intellectual property items comprising integral parts of the KWORK Service. For the avoidance of doubt, this limitation does not extend to dissemination by you of information about the KWORK Service and the Services to third parties, including potential Users of the KWORK Service;

 •

allow any third party to access and use the KWORK Service using your login and password;

 •

use the KWORK Service for any illegal purposes;

 •

impersonate or falsely claim affiliation with any person or entity;

 •

misrepresent, defraud or defame others;

 •

negatively present the KWORK Service and/or the Operator and/or its affiliates;

 •

transmit malicious software code via or with help of the KWORK Service;

 •

collect information of other Service’s Users through the KWORK Service;

 •

interrupt the normal operation of or tamper with the KWORK Service or any functionality contained in or provided through the KWORK Service (including the Services), or any servers used in providing the KWORK Service, or to unreasonably affect others’ use of the KWORK Service in any way;

 •

invade privacy of other KWORK Service users or any persons by means of phishing, identity theft and other means;

 •

use bots, spiders, offline readers or other automated software systems to access or use the KWORK Service;

 •

otherwise use the KWORK Service for engaging in any activities that are illegal under laws of any jurisdiction or that encourage criminal conduct;

 •

use the KWORK Service for any purposes other than those expressly permitted under these Terms of Service.

Breach of this "Restrictions" Section of these Terms of Service shall constitute a material breach of these Terms of Service by you and a direct violation of applicable laws. Unauthorized access and use of the KWORK Service, including any use in contravention of these Terms of Service and the "Restrictions" section of these Terms of Service, is prohibited and may result in criminal prosecution and/or civil and/or disciplinary or administrative liability, including court action against you initiated by the Operator or relevant law enforcement authorities.

REPORTING VIOLATIONS OF TERMS OF SERVICE

You may inform the Operator about violations of these Terms of Service by other users of the KWORK Service by sending an e-mail to the following address: support@kwork.com.

SUSPENSION/BLOCKING OF PERSONAL ACCOUNT

You may inform the Operator about violations of these Terms of Service by other users of the KWORK Service by sending an e-mail to the following address: support@kwork.com.

The Operator reserves the right to investigate any and all suspected violations of these Terms of Service and all documents relating to your use of the KWORK Service and the Services, including but not limited to the Offer Agreement, and to take any and all necessary or appropriate actions to remedy such violations, as the Operator may determine appropriate. The Operator may suspend, block, modify, or restrict your access to the KWORK Service at any time at its sole discretion, with or without notice to you, if there is an indication that you have breached these Terms of Service.

If you are found to be in a material breach of these Terms of Service, such as being found violating the "Restrictions" and other similar sections of these Terms of Service by using the KWORK Service for illegal purposes or infringing Operator’s or its licensors’ or third parties’ intellectual property rights discussed in the "Intellectual Property Rights" section of these Terms of Service, the Operator reserves the right to both suspend your Personal Account for an indeterminable amount of time and notify the relevant government officials in the relevant jurisdiction if your actions may be classified as illegal and punishable under applicable laws, as well as initiate proceedings under a Complaint if such Complaint is filed in accordance with the KWORK Dispute Resolution Policy.

ACCESS, UPTIME AND AVAILABILITY

The KWORK Service and the Services may not be available in some countries and may be provided only in selected languages. The KWORK Service may be network dependent. The Operator reserves the right, in its sole discretion, to change, improve and correct the KWORK Service. The KWORK Service and the Services may not be available during maintenance breaks and other times. The Operator may decide to discontinue the KWORK Service or any part thereof in its sole discretion and at any given moment. The Operator does not represent or warrant that the KWORK Service, or any part or functionality thereof, is appropriate or available for use in any particular jurisdiction, and does not represent or warrant that your access to the KWORK Service will be error-free, virus-free, uninterrupted, and that the servers on which the KWORK Service is deployed will be up permanently.

INTELLECTUAL PROPERTY RIGHTS

The KWORK Service and the Services are provided to you under the "SaaS" ("Software-as-a-Service") model. No intellectual property rights with respect to the KWORK Service are granted to you under a license or otherwise.

All rights, title and interests, including but not limited to the exclusive copyrights and other intellectual property rights in and to the KWORK Service and all parts, elements and sections thereof including without limitation any and all computer code, technology, website engine, themes, objects, logos, artwork, menu items, user interface, embedded services, functionality, design of the KWORK Service, message exchange system, text, illustrations, photographs, graphics, audio files, video files, audio-visual files, and other materials and content available on or through the KWORK Service are owned by the Operator and/or its licensors and/or third parties, constitute intellectual property of said parties, and the Operator and its licensors and such third parties retain all right, title, and interest in and to these intellectual property items. All contents of the KWORK Service, including the selection, arrangement, and look and feel, are protected by various national copyright, trademark and trade secret laws and by international treaties and conventions. No right, title, license or other interest in any of the contents or any patent, trademark, copyright or other intellectual property rights are transferred, assigned, licensed or otherwise conveyed to you by your access to and use of this KWORK Service, and the Operator, or the party that provided the relevant intellectual property, at all times retains all right, title, and interest in any such intellectual property that you may be accessing or using on the KWORK Service.

By accepting these Terms of Service you expressly agree that you are expressly prohibited to, and are prohibited to allow any third party to, perform any of the following actions, and any actions similar in nature or intent thereto, and that performance of any such actions shall constitute a material breach of these Terms of Service:

 •

copy, replicate, distribute, modify, remake, republish, download, post, display, perform, add to, abridge, compile, adapt, translate, derive source code from, disassemble, decompile, reverse-engineer, or create derivative works based on the KWORK Service or any part or portion thereof, update, broadcast, make available to the general public, or otherwise transmit, disseminate or use in any similar way or manner whatsoever the KWORK Service, any of its functionality, or any of the KWORK Service’s contents;

 •

sell, license, grant on a royalty-free basis or transfer access to the KWORK Service or your Personal Account within the KWORK Service;

 •

develop, distribute or host any service or website that is based on, or is confusingly similar to, the KWORK Service;

 •

remove, obscure or alter any copyright, trademark, or other proprietary notice appearing in any part of the KWORK Service’s contents;

 •

perform any other actions that may infringe or put under threat of infringement intellectual property rights of the Operator, its licensors or third parties with respect to the KWORK Service.

All of the product or service or interactive service names (including, inter alia, the Services), trade names, slogans, logos, and other trademarks and service marks and designations appearing on the KWORK Service are the property of the Operator, its licensors, affiliates, or third parties. The Operator, its licensors and third parties retain any and all rights in these designations. The use or misuse by you of these designations or any other similar materials is prohibited and may be in violation of applicable law.

You understand and agree that you have no legal interest, monetary or otherwise, in any feature, functionality or content contained on the KWORK Service, including the Services.

You hereby expressly agree that the Operator, its licensors and relevant third parties are entitled to enforce their intellectual property rights with respect of the KWORK Service to the fullest extent of any applicable law in case of any violation of their intellectual property rights by you.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ACCESS AND USE THE KWORK SERVICE, AS WELL AS THE SERVICES AT YOUR SOLE DISCRETION AND YOUR SOLE RISK. THE KWORK SERVICE, AND ANY PORTION OR SECTION OF THE KWORK SERVICE, INCLUDING BUT NOT LIMITED TO ANY INTERACTIVE SERVICES AND FUNCTIONALITY AVAILABLE TO YOU THROUGH THE KWORK SERVICE, AS WELL AS THE SERVICES ARE PROVIDED AND RENDERED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE OPERATOR AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE KWORK SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT ALLOWED UNDER ANY APPLICABLE LAWS, NEITHER THE OPERATOR NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE KWORK SERVICE OR THE CONTENT OF ANY OTHER INTERNET OR MOBILE RESOURCES RELATING TO THE KWORK SERVICE OR LINKS TO WHICH ARE CONTAINED IN THE SERVICE. THE OPERATOR RESERVES THE RIGHT, IN ITS SOLE AND EXCLUSIVE DISCRETION, TO CHANGE, MODIFY, ADD, REMOVE OR DISABLE ACCESS TO ANY PORTION OF THE KWORK SERVICE, AS WELL AS TERMINATE THE SERVICES FULLY OR PARTIALLY, AT ANY MOMENT OF TIME.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER ANY AND ALL APPLICABLE LAWS, IN NO EVENT WILL THE OPERATOR, ITS SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS BE LIABLE TO YOU OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DAMAGES FOR LOSS OF GOODWILL, DATA OR ANY OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS AND/OR USE OF, OR INABILITY TO ACCESS AND/OR USE THE KWORK SERVICE OR ANY PART OR PORTION THEREOF, EVEN IF THE OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME FULL RESPONSIBILITY FOR ANY DAMAGES, LOSSES, COSTS, OR HARM ARISING FROM YOUR ACCESS AND/OR USE OF, OR INABILITY TO ACCESS AND/OR USE, THE KWORK SERVICE. THIS CONDITION ALSO APPLIES TO THE SERVICES PROVIDED TO YOU BY THE OPERATOR BY MEANS AND WITH HELP OF THE KWORK SERVICE.

INDEMNITY

You agree to defend, indemnify and hold the Operator, its subsidiaries, affiliates, licensors, content providers, service providers, employees, officers, directors, agents, representatives, licensees, authorized designees, successors, assigns and contractors harmless from and against, and reimburse to the Operator or any such party in full any costs or expenses arising or resulting from, any and all third party claims and all liabilities, assessments, actions, causes of action (regardless of the form), losses, damages, awards, judgments, fines, costs, expenses, and attorneys’ fees resulting from or arising out of:

 •

any breach by you of these Terms of Service or Offer Agreement;

 •

your infringement or violation of any intellectual property, other rights or privacy of a third party, including but not limited to other Users of the KWORK Service; and

 •

misuse of the KWORK Service by a third party where such misuse was made possible due to your failure to take reasonable measures to protect your username and password against misuse.

The Operator reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Operator in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of your use of the KWORK Service.

WAIVER

BY USING THE KWORK SERVICE AND ACCEPTING THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, TO THE MAXIMUM EXTENT AVAILABLE UNDER ANY APPLICABLE LAW YOU HEREBY WAIVE AND AGREE TO RELEASE AND HOLD HARMLESS THE OPERATOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS AND ANY OTHER APPROPRIATE PARTY FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE OPERATOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS AND ANY OTHER APPROPRIATE PARTY DURING OR AS A RESULT OF INVESTIGATIONS WITH RESPECT TO YOUR ACCESS AND USE OF THE KWORK SERVICE OR ANY PART OR PORTION THEREOF, AND FROM ANY AND ALL ACTIONS TAKEN AS A RESULT OF SUCH INVESTIGATIONS BY THE OPERATOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS, AND ANY OTHER APPROPRIATE PARTY, INCLUDING BUT NOT LIMITED TO ANY LAW ENFORCEMENT AUTHORITIES.

JURISDICTIONS

The KWORK Service, its functionality and its contents are intended to comply with applicable laws and regulations of Hong Kong. Other countries may have laws, regulatory requirements and business practices that differ from those established in Hong Kong. The KWORK Service may link to other websites produced and/or operated by the Operator’s operating divisions and subsidiaries, some of which are located or hosted or intended to be accessed and used outside of Hong Kong. Such websites may have information that is appropriate only to that particular originating country. The Operator reserves the right to limit access to and the ability to use the KWORK Service to any person, geographic region or jurisdiction. Any offer for any product or service made via the KWORK Service is void where prohibited.

Notwithstanding any other provisions of these Terms of Service, and notwithstanding the fact that the Operator is a company registered and operating under the laws of Hong Kong, the KWORK Service is available to the Users worldwide with the express exception of the territory of Hong Kong.

APPLICABLE LAW

These Terms of Service are governed by and shall be construed in accordance with the laws of Hong Kong without regard to its conflict of law provisions.

BINDING ARBITRATION. DISPUTE RESOLUTION

You and the Operator shall undertake reasonable measures to rectify any controversial issues, disputes or claims arising in the process of performance of yours and Operator’s obligations under these Terms of Service by negotiations.

If you and the Operator fail to reach an agreement in the course of negotiations, all unsettled disputes, controversies or claims arising out of or in connection with these Terms of Service, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

The failure of the Operator to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. To the maximum extent allowed under any applicable laws you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the KWORK Service or these Terms of Service must be filed within 1 (One) year after any such claim or cause of action arose or be forever barred. This provision shall remain in full force and effect notwithstanding any termination of your use of the KWORK Service.

No waiver of any default, condition or breach of these Terms of Service shall constitute a waiver of any other default, condition or breach of these Terms of Service, whether of a similar nature or otherwise.

INJUNCTIVE RELIEF

You expressly acknowledge and agree that the Operator may suffer irreparable damage if you breach any of the provisions of these Terms of Service. Therefore, notwithstanding provisions of the "Binding Arbitration. Dispute Resolution" section of these Terms of Service, in any case of your violation of these Terms of Service the Operator shall be entitled to apply for injunctive relief and/or a decree for specific performance and such other and further relief as may be appropriate in any jurisdiction

SEVERABILITY

If any part of these Terms of Service is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions of these Terms of Service.

CHANGES TO TERMS OF SERVICE

To the fullest extent permitted under applicable law, the Operator reserves the right to modify, update, supplement, revise or otherwise change these Terms of Service in order to comply with applicable new legislation and/or regulations and/or to improve the KWORK Service, and to impose new or additional rules, policies, terms or conditions in relation to the KWORK Service, from time to time with or without notice to you. The Operator may notify you of the amendments to these Terms of Service by sending an email message to the email address listed in your Personal Account or by posting the notice on the KWORK Service or posting the notice in your Personal Account with the KWORK Service. All amendments to these Terms of Service will be effective immediately and incorporated into the Terms of Service upon sending or posting of such notice. You are solely responsible for regularly reviewing these Terms of Service. Your use of the KWORK Service or any part or functionality thereof, as well as ordering and receiving Services, after any changes to these Terms of Service are posted on the KWORK Service or otherwise made available for review will be considered acceptance of those changes and will constitute your agreement to be bound thereby. If you object to any such changes, your sole recourse will be to cancel the Services and stop using the KWORK Service.

NO RIGHT OF FUTURE ACCESS

THESE TERMS OF SERVICE DO NOT GRANT YOU ANY RIGHTS WITH RESPECT TO YOUR FUTURE ACCESS TO THE KWORK SERVICE. THUS, THE OPERATOR MAY, IN ITS SOLE DISCRETION AND AT ANY TIME, DISCONTINUE THE KWORK SERVICE OR ANY PARTS THEREOF, PARTIALLY OR COMPLETELY TERMINATE PROVISION OF SERVICES, OR LIMIT OR RESTRICT ANY USER, INCLUDING YOU, ACCESS THERETO, FOR ANY REASON, WITH OR WITHOUT NOTICE. YOU UNDERSTAND AND AGREE THAT THE OPERATOR MAY TAKE ANY ONE OR MORE OF THESE ACTIONS WITHOUT ANY NOTICE TO YOU, PRIOR OR OTHERWISE, AND YOU UNDERSTAND AND AGREE THAT NEITHER THE OPERATOR NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON FOR ANY TERMINATION OF YOUR OR ANYONE ELSE'S ACCESS TO THE SERVICE OR PARTS THEREOF AND/OR TERMINATION OF YOUR PERSONAL ACCOUNT AND/OR REMOVAL OR PURGING OR DEACTIVATION OF ANY OTHER INFORMATION OR DATA THAT YOU OR ANYONE ELSE MAY HAVE PROVIDED ON OR BY MEANS OF THE KWORK SERVICE.

CHANGE OF OWNERSHIP

You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the KWORK Service, of any and all information about you, including your registration details, history of your use of the KWORK Service and personal data (if applicable), contained in the applicable database used by the KWORK Service, to the extent the Operator assigns its rights and obligations regarding such information in connection with a merger, acquisition, or sale of all or some of the Operator's assets, or in connection with a merger, acquisition or sale of all or some assets related to the KWORK Service, to a subsequent owner or operator. In the event of such a merger, acquisition, or sale, your continued use of the KWORK Service signifies your agreement to be bound by the Terms of Service and privacy statement of the KWORK Service's subsequent owner or operator. This provision shall remain in full force and effect notwithstanding any termination of your use of the KWORK Service.

MISCELLANEOUS

The terms and conditions set forth in these Terms of Service are fundamental elements of the basis of the agreement between the Operator and you with respect to your use of the KWORK Service and the Services, and you expressly acknowledge and agree that the Operator would not be able to provide the KWORK Service and its functionality (including the Services) to you without the limitations and restrictions set forth herein.

The Operator will not be liable or responsible for any failure to fulfill any of its obligations under these Terms of Service which failure is due to any cause or condition beyond the reasonable control of the Operator, which cause or condition may include, but in no event shall be limited to, force majeure circumstances.

The provisions of these Terms of Service that are intended to or by their nature should survive termination of your use of the KWORK Service shall remain valid and shall be legally effective after any such termination.

You expressly agree that for the purposes of these Terms of Service you are not considered, and shall not represent yourself as, an agent, employee, joint venturer, or partner of the Operator, and that your use of the KWORK Service does not vest in the Operator or you the rights or obligations of the discussed parties.

You may not assign these Terms of Service in whole or in part to any third party, and any attempted assignment in violation of this provision shall be null and void. The Operator may assign these Terms of Service or any of its rights and obligations under these Terms of Service without your consent at any time.

These Terms of Service constitute the entire agreement between you and the Operator relating to the subject matter hereof. Notwithstanding the foregoing, any additional terms and conditions expressly contained on or made available via the KWORK Service at any moment will govern the items, functionality, services, the Services or your relationship with the Operator to which they pertain.

CONTACTS

If you have any comments or questions concerning your access and/or use of the KWORK Service, the Services or in relation to these Terms of Service, please contact the Operator using the following contact details:

Operator address: Unit F, 11/F, CNT Tower, 338 Hennessy Road, Wan Chai, Hong Kong
For general inquiries: support@kwork.com
Legal department: support@kwork.com
Tech support: support@kwork.com