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Terms & Conditions

Updated September 3, 2015

Welcome to Crew!

Thanks for thinking of us for your next project. We know you’re chomping at the bit to get going but before we get started we need to go through a few important points.

Accepting the Crew Terms & Conditions

This Crew User Agreement (the “Agreement”) is a contract between you (the “User”) and Crew Labs Inc., a Canadian incorporated corporation (“Crew”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.crew.co (the “Site”) and related software and services (collectively with the Site, the “Crew Platform”).

Crew may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Crew provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.

Your access to and use of the Crew Platform is also governed by information, guidelines and policies made available on the Site, including but not limited to the Crew Privacy Policy, which can be accessed at crew.co/privacy. To the extent that there are any conflicts between the terms and conditions of this Agreement and the Site, the terms and conditions of this Agreement will govern.

YOU UNDERSTAND THAT BY USING THE CREW PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE CREW PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

2. The Crew Platform

Crew has created a marketplace to connect Project Owners and Members using the Crew Platform. The Crew Platform enables both Project Owners and Members to buy and sell Services online. Project Owners post projects and invite Members to apply. Members apply to projects. If a Project Owner accepts a Member’s project application, a contract (the “Service Contract”) is formed directly between such Project Owner and Member subject to the terms specified in Section 3 (Service Contract Terms Between Project Owner and Member).

Crew is not a service company and does not provide services or manage individual Members or their work, in any manner.

Crew collects payment from the Project Owner on behalf of the Member. Crew charges Members a fee for the use of the Crew Platform and the services it provides (the “Crew Fees”). This fee is equal to 15% of Project Owners’ total payments, unless Crew advises the Project Owner and Member in advance as to a different fee. It is calculated by taking the Member’s total take-home amount and dividing by 0.85.

Crew uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Crew Platform. The processing of payments or credits, as applicable, in connection with your use of the Crew Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Crew is not responsible for any errors by the Payment Processor.

3. Getting started
3.1 Eligibility

The Crew Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.

Project Owners and Members agree that they are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to CDN or U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

3.2 Expectations

Crew expects a consistent and high level of courtesy, respect and professionalism from all of its Project Owners and Members toward each other. Project Owners and Members agree to use good judgment when posting information, comments, or other content regarding other Project Owners and Members, Crew or any third party anywhere within the Crew Platform. Project Owners and Members may be held legally responsible for damages suffered by other Project Owners and Members, Crew or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Crew Platform. All Project Owners and Members are to comply with all laws applicable to them or to their activities, and with all posted Crew Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Crew’s discretion, and the currently effective policies will be deemed to be part of this Agreement.

When submitting any content to or otherwise using the Crew Platform, you agree not to post or transmit to or from the Crew Platform:

  1. any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law;
  2. any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party;
  3. any falsehoods or misrepresentations that could damage us, our users or any third party;
  4. any private information concerning another person, without their permission;
  5. anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals;
  6. anything which solicits a user's password or other account information;
  7. anything which harvests user names, addresses, or email addresses for any purpose; and
  8. any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.

You will not access (or attempt to access) the Crew Platform by any means other than the interface provided, and you will not use information from the Crew Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Crew Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.

You do further hereby agree to use the Crew Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Crew Platform:

  1. attempt to access or search the Crew Platform or download content from the Crew Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
  2. access, tamper with, or use non-public areas of the Crew Platform, our computer systems, or the technical delivery systems of our providers;
  3. gather and use information, such as other users’ names, real names, email addresses, available through the Crew Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation;
  4. use the Crew Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement;
  5. violate any applicable law or regulation; or
  6. advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.

Crew is not legally responsible for any remarks, information or other content posted or made available on the Crew Platform by any Project Owner or Member or third party, even if such information or content is defamatory or otherwise legally actionable. Crew is not legally responsible for any negative outcome of the relationship between Project Owners and Members. Crew is not responsible for and does not monitor or censor content for accuracy or reliability. However, Crew reserves the right to remove or restrict access to any information or content posted or made available on the Crew Platform if ordered to do so by a government authority or if Crew considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.

3.3 Identity and Account Security

All identity information associated with a Crew Project Owner and Member account must be real and verifiable. Each Crew Project Owner and Member account must be used by only one person, and each person is allowed to use only one Project Owner and Member account. Crew reserves the right to validate Project Owner and Member information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Project Owner and Member’s identity. You authorize Crew, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement.

The Project Owner and Member is solely responsible for ensuring and maintaining the secrecy and security of the Project Owner and Member’s Crew account password. Project Owners and Members agree not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Crew. You must notify Crew Support (support@crew.co) immediately if you suspect that your password has been lost or stolen.

By using your Crew Project Owner or Member account, you acknowledge and agree the Crew’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your Crew Project Owner and Member account.

4. Working in Crew
4.1 Posting a project

All projects posted to Crew must be in English and not contain any information enabling or requesting contact or payment outside of the Crew Platform. Project postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Project postings related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

4.2 Applying to a project

All information provided in a project application must be true, accurate and complete. Crew reserves the right (but has no obligation) to verify any and all information provided on a Project Owner or Member’s profile or project application. By applying to a project, the Project Owner or Member is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the project posting. Crew reserves the right (but Crew does not have the obligation) to verify the skill and ability of the Member.

4.3 Managing Projects

Project Owners agree to respond promptly to communications with and requests for information from the Member.

Any requests for feedback should be answered within 72 hours of request. If this does not happen to the satisfaction of Crew, the project can be put under Project Protection (see Section 5.4) by Crew. If input on a project part is delayed by more than 7 days from the delivery date, Crew has the right, at its sole and absolute discretion, to put the project under Project Protection, determine fair compensation, and disperse funds between the parties as it sees fit, without Crew incurring any liability whatsoever.

4.4 Working on Projects

The Project Owner is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Project Owner. Members agree to respond to all Project Owner communications and requests for information within 24 business hours. If the Member will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Project Owner at least 1 week prior. After the completion of a Service Contract, the Member can provide timely, honest and objective feedback on the Project Owner.

5. Billing and Payments
5.1 Fixed-Priced and Hourly Agreements

Projects on Crew can be organized on a Fixed-Price agreement or an Hourly agreement. Payments for Fixed-Price agreements and Hourly agreements would need to use Crew’s payment system to manage payments. Fixed-Price and Hourly agreements can be modified and extended as long as both the Project Owner and Member agree.

5.2 Disintermediation

Except pursuant to the Buyout Policy in Section 5.3 below, Project Owners shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Crew Platform. Any action that encourages or solicits complete or partial payment outside of the Crew Platform is a violation of this Agreement.

Should a Project Owner be found in violation of this section of this Agreement, it may result in a termination of their Crew account and the Project Owner shall pay to Crew fees equal to the greater of:

  1. $2,500; or
  2. the applicable fees had the payments been processed through the Crew Platform plus 18%.

Project Owners shall immediately notify Crew if a Member requests that Project Owners make a payment directly to it or through any channels other than those provided or specified by Crew. Members shall not accept any payments relating to a Service Contract (including, without limitation, bonuses) from a Project Owner directly or through any payment channels other than the Crew Platform. Members shall immediately notify Crew if a Project Owner attempts to make a payment to Member directly or through any payment channels other than those provided or specified by Crew.

5.3 Buyout Policy

Notwithstanding the provisions set forth above, Project Owners and Members may agree, with Crew’s prior written approval, to provide or receive Services outside of the Crew Platform with Project Owners and Members identified through the Crew marketplace, but only on the terms set forth in this Section.

If the Services are rendered more than two (2) years after the Project Owner identifies the Member through the Crew Platform, no Crew Fees or buyout provisions apply. If Services are rendered outside of the Crew Platform less than two (2) years after the Project Owner identifies the Member through the Crew Platform, payments for such Services will not be subject to the Crew Fees, provided that the Project Owner pays Crew a “Buy-Out” fee in accordance with the procedure set forth below:

Prior to projecting outside of the Crew Platform to receive Services from a Project Owner and Member identified through the Crew Platform, the Project Owner will notify Crew in writing of its intent to pay the Buy-Out fee in lieu of paying through the Crew Platform.

Together with such notice, the Project Owner will pay or authorize Crew to deduct from its account the greater of:

  1. fifteen percent (15%) of the original project budget that has been approved on Crew; or
  2. five hundred dollars (500 USD).
5.4 Project Protection

In the off-chance that things go wrong, Crew is committed to using its commercially reasonable efforts to correct the issue with Project Protection. Crew Project Protection covers all projects, big and small. At Crew’s sole discretion, it may withhold the following amounts for the Project Owner and/or Member, and disburse such funds as it in its sole discretion determines, without any liability:

  • 100% of the project budget for incomplete work,
  • 75% of the project budget if the quality of the work is not up to Crew standards,
  • 30% of the project budget for delays between either party,
  • 20% of the project budget for language tone between either party.

For purposes of the Project Protection, we cannot review project parts already marked as complete by both parties, work completed outside of the Service Contract, and work completed where funding has not been transferred in Crew.

Crew Project Protection is determined by the following timeline:

  • Both Project Owner and Crew Member provide a compensation estimate (how much they think is owed) to Crew Support (support@crew.co) in writing.
  • Both Project Owner and Crew Member provide any supporting documents that describe the specific project part being reviewed. Supporting documents include Service Contracts, Crew internal messages, chats, conversations, emails and other documents you deem relevant. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to support the part under review.

Crew will dedicate a third-party reviewer (from within Crew or outside of Crew), that has not had any relationship with the Project Owner and Crew Member, for their specific project and that has appropriate ability to perform the review of the project. Crew takes things like delays, incomplete work, work quality and language tone into consideration to determine allocation of compensation. Crew’s third-party reviewer will come to a conclusion within 14 days.

Crew’s Project Protection resolutions are final, non-reversible, and Crew shall not be liable to either of the parties.

5.5 Payment accounts

Each Member must properly discharge and credit its Project Owner for all payments Crew receives from such Project Owner. Each User understands and agrees that:

  1. The transmission of funds in the manner described herein is not a separate and discrete service that Crew provides in addition to its Crew Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Crew Platform services that Crew is providing.
  2. The Crew payment account is a custodial account administered by Crew to facilitate disbursement of the Project Owner’s payment to the Member.
  3. Crew acts as agent of the Member and not as a trustee or fiduciary with respect to payments received through Crew. The duties of Crew as agent shall be entirely administrative and not discretionary save as expressly set forth herein.
  4. Crew holds funds delivered to it in a commingled account at a bank, and may include in the titling of that account "Crew for the benefit of others" or similar words. Crew will not voluntarily make your funds available to its creditors in the event of bankruptcy.
  5. You agree that you will not receive interest or other earnings on the funds that Crew handles as your agent and places in commingled accounts. In consideration for your use of the Crew Platform, you irrevocably transfer and assign to Crew any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Crew any ownership right to the principal of the funds you maintain with Crew. In addition to or instead of earning interest on commingled accounts, Crew may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.
  6. In the event of any dispute regarding the amounts held by Crew, Crew shall have the right (in addition to all other rights it may have) to deposit all funds held pursuant to this Agreement into the courts of Quebec.

Additionally, in the event that a Project Owner and Member cannot agree upon whether a project (including but not limited to a Fixed-Price or Hourly Project) has been completed, and one of such parties advises Crew that there is a dispute in that regard, then Crew may determine if the project has been substantially completed and release the funds it holds to either the Project Owner and/or Member, as it deems appropriate, in its sole and absolute discretion, and without any liability of Crew to any party whatsoever. Project Owner and Member do hereby irrevocably authorize Crew to determine whether the project has been completed, and to disburse the amounts it is holding on behalf of Member and Project Owner as it so determines to the party that it so determines.

5.6 Non-payment

If a Project Owner fails to pay amounts due under this Agreement, whether by cancelling a Project Owner’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Project Owner must reimburse the Member for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, a Member may setoff amounts due against other amounts received from or held for the Project Owner, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

5.7 Hold on funds

Crew reserves the right, in its sole discretion, to place a hold on funds for a Project Owner’s payments to clear or if Crew suspects monies may be subject to charge back or if fraud is suspected. Crew will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Crew payment guarantee shall be revoked and all monies in a Crew account may be held and/or reclaimed, not just those from the project(s) under investigation.

5.8 Agencies and Agency Members

An “Agency” is an organization seeking to make money on Crew by selling the Services of Agency Members. An “Agency Member” is a Member under agreement to do work on the Crew Platform on behalf of an Agency. An Agency must have a manager responsible for the actions of all its Members, including its Agency Members, administrators in charge of maintaining the Agency’s finances, roster, and profile, and staffing managers in charge of finding and supervising Projects. One Agency Member may serve in all or multiple roles. Every person who will do work for an Agency must have an individual Member account and Member profile associated with that person’s Agency on Crew. If an Agency Member is no longer working for an Agency, the Agency may not use the Member’s profile in any way. Members leaving an Agency must contact the Agency Manager to remove their association. Agencies may not refuse to release an Agency Member. When leaving the Agency, Agency Members keep their profiles. Their histories are meant to reflect work done by them. The Agency’s work will retain the projects of Members who have since left the Agency. An Agency that requests the immediate suspension of a Member must provide the documents and supporting legal authority that prove, to Crew’s satisfaction, that the Member has breached a non-compete agreement or a Crew policy.

5.9 Enforcement of User Agreement and Policies

Crew has the right, but not the obligation, to suspend or cancel your access to the Crew Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Crew’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Crew Platform to you if:

  1. you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site;
  2. we are unable to verify or authenticate any information you provide to us; or
  3. we believe that your actions may cause legal liability for you, our Project Owners and Members or for Crew.

Once suspended or terminated, you MAY NOT continue to use the Crew Platform under a different account or reregister under a new account. If you attempt to use the Crew Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment methods to pay for any amounts outstanding.

In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your Project Owner or Member account is cancelled, you may no longer have access to any parts of the Crew Platform, including data, messages, files and other material you keep on Crew. All intellectual property provided by Project Owners for the purposes of completing projects will be returned by Members immediately upon termination.

6. Terms for Project Owners and Members

Project Owners and Members agree that all projects and Service Contracts between any Project Owner and Member shall:

  1. include the terms and conditions provided in Sections 6.1 through 6.10 below (“Standard Terms”);
  2. name Crew as an express third party beneficiary under the Service Project (but not as a party to that agreement); and
  3. make no representations or warranties or enter into any projects on behalf of Crew.

Project Owners and Members may agree to additional terms in their Service Contract materially different than the Standard Terms; however, nothing in such Service Contract will in any way limit or modify Crew’s rights.

6.1 Services

Members shall perform services in a professional and workmanlike manner. Under Fixed-Price and Hourly Projects, Members shall deliver the agreed-upon work from the Service Contract.

6.2 Agency

Members and Agency agree and acknowledge that an Agency’s employees or project personnel are not employees of Crew or employees of Project Owners. Agency is solely responsible for all wages, costs, and expenses of Agency’s employees or project personnel and has the sole and exclusive right to supervise and control them. Neither Project Owners, nor Crew, will require Agency’s project personnel to devote full time to performing the projects entered into by Agency as required by this Agreement. Furthermore, both Members and Agency acknowledge and agree that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind from Crew or Project Owners.

6.3 Fees

Project Owners shall pay Members the agreed-upon fees for delivery and acceptance of the work in the Service Contract. All amounts paid by a Project Owner shall be paid through the Crew Platform to Crew as the Member’s agent, and a Project Owner’s obligation of payment to a Member is met when payment is made to Crew.

6.4 Termination of a Service Contract

Project Owners may terminate at any time but may not recover any payments made to the Member unless mutually agreeable. The Member may terminate an agreement at any time if no payment has been made. If a payment has been made on a project, the Member may terminate only with written agreement from the Project Owner or after the payment has been refunded.

6.5 Project Owner owned items

Project Owners grant Members a limited, non-exclusive, revocable (at any time, at Project Owner’s sole discretion) right to use the Project Owner Owned Items as necessary for the performance of the services. Project Owners reserve all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Project Owner Owned Items.

Upon completion or termination of the Service Contract, or upon written request by the Project Owner, Members shall immediately return all Project Owner Owned Items to the Project Owner and further agrees to purge all copies of Project Owner Owned Items and work contained in or on Member’s premises, systems, or any other equipment otherwise under Member’s control. Members agree to provide written certification to the Project Owner certifying the return or purging of Project Owner Owned Items within ten (10) days after the receipt of the Project Owner’s written request to certify.

6.6 Work Product

Any copyrightable works or works for hire prepared by Member in connection with a project for a Project Owner shall be owned by the Member until payment has been made by the Project Owner and accepted by the Member. If the Project Owner pays an amount less than the amount agreed to in the Service Contract, the Member may refund the amount paid within two (2) weeks of the payment date and retain ownership of the Work.

To the extent that under applicable law, Proprietary Rights cannot be assigned, Member hereby irrevocably agrees to grant, and hereby grants, to the Project Owner an exclusive (excluding the Member), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work in any manner now known or in the future discovered.

To the extent such license grant is not fully valid, effective or enforceable under applicable law, Member hereby irrevocably agrees to grant, and hereby grants, to the Project Owner, such rights as the Project Owner reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that the Project Owner will be able to acquire, perfect and use such Proprietary Rights, Member will:

  1. transfer possession, ownership, and title to media, models, and other tangible objects containing Work to the Project Owner;
  2. sign any documents at the Project Owner’s request to assist the Project Owner in the documentation, perfection and enforcement of its rights; and
  3. provide the Project Owner with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Member also irrevocably authorizes the Project Owner to act and sign on Member’s behalf and take any necessary steps in order to perfect the Project Owner’s rights under this Agreement.

In the case that under applicable law, Member retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work or Confidential Information under this Agreement, Member irrevocably agrees to waive and renounce, and hereby waives and renounces, in favour of the Project Owner, all such rights, or, to the extent Member cannot waive such rights, Member agrees not to exercise such rights, until Member has provided prior written notice to the Project Owner and then only in accordance with any reasonable instructions that the Project Owner issues in the interest of protecting its rights. Member agrees to assist the Project Owner in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work in any and all countries. Member will sign all documents that the Project Owner may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Project Owner may select at its sole discretion. Member’s obligations under this Section 6.6 will continue even after Member deregisters from or ceases use of the Crew Platform. Member appoints the Project Owner as Member’s attorney-in-fact to execute documents on Member’s behalf for the purposes set forth in this Section 6.6.

6.7 Pre-existing Intellectual Property in Work Product

Member shall ensure that no Work created or delivered by Member includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by Member or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Project Owner to the inclusion of such Pre-existing IP in the Work. Member acknowledges that, without limiting any other remedies, Member shall not be entitled to payment for, and shall refund any payments made to Member for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section 6.7.

6.8 Worker classification

Project Owner assumes all liability for proper classification of workers as independent contractor or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between the Project Owner and Member. Member does not have authority to enter into written or oral — whether implied or express — projects on behalf of the Project Owner.

Member acknowledges that Crew does not, in any way, supervise, direct, or control Member’s work or services performed in any manner. Crew does not set Member’s work hours and location of work. Crew will not provide Member with training or any equipment, labor or materials needed for a particular project.

Crew will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Project Owner and Member will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Member’s performance of Services.

For projects classified as independent contractor relationships, the Project Owner may not require an exclusive relationship between the Project Owner and Member. A Member classified as independent contractor is free at all times to provide Services to persons or businesses other than the Project Owner, including any competitor of the Project Owner.

Project Owner and Member agree to indemnify, hold harmless and defend the Indemnified Parties (as hereinafter defined) from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Member was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Member was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Crew was an employer or joint employer of Member, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

6.9 Audit Rights

Project Owner and Member each shall: (i) create and maintain records to document to Crew’s satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Crew upon request. Crew, or Crew’s advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Member’s operations and records to confirm compliance. Nothing in this provision should be construed as providing Crew with the right or obligation to supervise or monitor the actual services performed by the Member.

6.10 Entire Agreement

The terms and conditions set forth in this Section 6 and any additional or different terms expressly agreed by the Project Owner and Member shall constitute the entire agreement and understanding of the Project Owner and Member with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Project Owner and Member shall always remain subject to the terms of this Agreement.

7. Acknowledgements by Project Owners and Members of Crew’s role
7.1 Service Contracts

Project Owners and Members expressly acknowledge, agree and understand that:

  1. the Crew Platform is merely a venue where Project Owners and Members may cooperate together;
  2. Crew is not a party to any Service Contracts between Project Owners and Members;
  3. Project Owners and Members recognize, acknowledge and agree that Project Owners and Members are not employees of Crew and that Crew does not, in any way, supervise, direct, or control Work or services;
  4. Crew shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Project Owners and Members;
  5. Crew has no control over Members or over the Work promised or rendered by Members; and,
  6. Crew makes no representations as to the reliability, capability, or qualifications of any Member or the quality, security or legality of any Work, and Crew disclaims any and all liability relating thereto.
7.2 Proprietary Rights

Crew and its licensors reserve all Proprietary Rights in and to the Crew Platform and Crew. Project Owners and Members may not use the Crew Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the Service Contract. Crew reserves the right to withdraw, expand and otherwise change the Crew Platform at any time in Crew’s sole discretion. Project Owners and Members shall not be entitled to create any “links” to the Crew Platform, or “frame” or “mirror” any content contained on, or accessible through, the Crew Platform, on any other server or internet-based device. Crew alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Crew Platform and Crew. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Crew Platform and Crew, or any Proprietary Rights owned by Crew. Crew’s name, logo, and the product names associated with Crew or the Crew Platform are trademarks of Crew or third parties, and no right or license is granted to use them.

7.3 Crew’s Compensation

All Crew Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

8 Fees & Payments
8.1 Formal Invoices and Taxes

Crew shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Member fees. Instead, Members shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Members fees and for issuing any invoices so required. Members shall also be solely responsible for:

  1. determining whether Members or Crew is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Member fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Crew, as appropriate; and
  2. determining whether Crew is required by applicable law to withhold any amount of the Member fees, notifying Crew of any such requirement and indemnifying the Indemnified Parties (either by permitting Crew to offset the relevant amount against a future payment of Member fees or by refunding to Crew the relevant amount, at Crew’s sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Crew shall have the right, but not the obligation, to audit and monitor Member’s compliance with applicable tax laws as required by this Section.

Further, in the event of an audit of Crew, Member agrees to promptly cooperate with Crew and provide copies of Member’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

8.2 Billing Project Owner

For Fixed-Price and Hourly Projects, the Project Owner is billed immediately.

8.3 Payment

Project Owner hereby authorizes Crew (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Project Owner, to store credit card details as Project Owner’s method of payment for Work, and to charge the Project Owner’s credit card (or any other form of payment authorized by Crew or mutually agreed to between the Project Owner and Crew).

9. Confidential Information
9.1 Confidentiality

To the extent a Project Owner or Member provides Confidential Information to the other and/or to Crew, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not:

  1. disclose Confidential Information to anyone except, in the case of Crew, to any Project Owner or Member engaged in a project; and
  2. use the Confidential Information, except as necessary for the performance of Work for the relevant project (including, without limitation, the storage or transmission of Confidential Information on or through Crew Platform for use by Member).
9.2 Return

If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Project Owner’s or Member’s written request (which may be made at any time at Project Owner’s or Member’s sole discretion), the Project Owner or Member (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Project Owner or Member, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 9.2 within ten (10) days after the receipt of disclosing party’s written request to certify.

9.3 Publications

Without limiting Section 9.1 (Confidentiality), the Project Owner, Member and Crew shall not publish, or cause to be published, any Confidential Information or Work, except as may be necessary for performance of Work for a relevant project.

10. Warranty Disclaimer

NOTWITHSTANDING ANYTHING ELSE STATED ON THE CREW PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF CREW’S REPRESENTATIVES, CREW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, CREW PLATFORM, QUALITY OR CAPACITY OF THE PROJECT OWNER OR MEMBER, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). CREW DOES NOT REPRESENT OR WARRANT THAT

  1. THE USE OF THE CREW PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,
  2. THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
  3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
  4. THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CREW PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
  5. ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR
  6. THE CREW PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CREW. CREW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CREW’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CREW IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

IN NO EVENT SHALL CREW’S AGGREGATE LIABILITY EXCEED THE GREATER OF:

  1. CDN $2,500; AND
  2. ANY CREW FEES RETAINED BY CREW WITH RESPECT TO PROJECTS ON WHICH PROJET OWNER AND MEMBER WAS INVOLVED AS PROJECT OWNER OR MEMBER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

IN NO EVENT SHALL CREW BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). CREW SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE CREW PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE PROJECT OWNER OR MEMBER, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE CREW PLATFORM OR IS REFERRED BY CREW OR THE CREW PLATFORM, EVEN IF CREW HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE CREW PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH PROJECT OWNER OR MEMBER OR OTHER THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE CREW FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE CREW PLATFORM, OR IN ANY WAY RELATED TO THE PROJECT OWNER, MEMBER OR THIRD PARTIES INTRODUCED TO YOU BY THE CREW PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY PROJECT OWNER AND MEMBER, AS WELL AS ALL LOSSES RELATING THERETO.

12. Indemnification
12.1 Proprietary Rights

Each Project Owner and Member shall indemnify, defend and hold harmless Crew and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively the “Indemnified Parties”)) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work, Services or action or omission by such Project Owner or Member infringes Proprietary Rights or other rights of any third party.

12.2 Indemnification by Project Owner

Each Project Owner shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:

  1. such Project Owner’s use of Services, including without limitation claims by or on behalf of any Member for Worker’s Compensation or unemployment benefits;
  2. any Service Contract entered into between such Project Owner and a Member; or
  3. any breach of their obligations set forth herein.
12.3 Indemnification by Member

Each Member shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:

  1. such Member’s provision of Services,
  2. any Service Contract entered into between such Member and a Project Owner; or (iii) any breach of their obligations set forth herein.
12.4 Extended Meaning

Any indemnity in favour of Crew, and any release of Crew, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.

12.5 Dispute Resolution and Governing Law

This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Crew’s Proprietary Rights, Crew may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.

12.6 Independent Legal Advice

You acknowledge that Crew is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contracts, and that you understand the nature and the consequences of this Agreement and the project agreement.

13. Term and Termination
13.1 Term

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 13.2 below.

13.2 Termination

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

13.3 Consequences of Termination

Termination shall not relieve Project Owner of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Project Owner following termination pursuant to Section 8.2 (Billing Project Owner), and charged to the Project Owner’s credit card or other form of payment pursuant to Section 8.3 (Payment). All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement, including, but not limited to, the provisions of Articles 10, 11, and 12 (and any indemnity or release set forth elsewhere in this Agreement).

14. All the Rest
14.1 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

14.2 Side Agreements

Section 14.1 notwithstanding, Project Owners and Members may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.), but which for greater certainty Crew will not be a party to. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Crew’s obligations or restrict Crew’s rights under this Agreement.

14.3 Compliance

Project Owners and Members shall not violate any laws or third party rights on or related to the Crew Platform. Without limiting the generality of the foregoing, Project Owners and Members agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

14.4 Notices: Consent to Electronic Notice

You consent to the use of:

  1. electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
  2. electronic records to store information related to this Agreement or your use of the Crew Platform.

Notices hereunder shall be invalid unless made in writing and given:

  1. by Crew via email (in each case to the address that you provide),
  2. a posting on the Crew Site or
  3. by you via email to support@crew.co or to such other addresses as Crew may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
14.5 Modifications

No modification or amendment to this Agreement shall be binding upon Crew unless in a written instrument signed by a duly authorized representative of Crew. For the purposes of this Section 14.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

14.6 No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

14.7 Assignability

Project Owners and Members may not assign this Agreement, or any of its rights or obligations hereunder, without Crew’s prior written consent in the form of a written instrument signed by a duly authorized representative of Crew (and, for the purposes of this Section 14.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Crew may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

14.8 Severability

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

14.9 Language

The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English; Les parties aux présentes reconnaissent qu’elles ont exigé que ce contrat soit rédigé en anglais et s’en déclarent satisfaites.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

15. Definitions

“Confidential Information” means Project Owner or Member Owned Items, Work, and any other information provided to, or created by, a Project Owner or Member for a project, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:

  1. is generally known by third parties as a result of no act or omission of Member or Project Owner;
  2. subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;
  3. was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or
  4. was independently developed by Project Owner or Member without use of Confidential Information.

“Effective Date” means the date of acceptance of this Agreement.

“Fixed-Price” means a fixed fee agreed between a Project Owner and a Member, prior to the commencement of a Project, for the completion of all Services requested by Project Owner for such Project.

“Fixed-Price Project” means a Project for which Project Owner is charged a Fixed-Price.

“Hourly Project” means a project for which Project Owner is charged an hourly price.

“Member" means any company or individual User utilizing the Crew Platform to offer Services to Project Owners.

“Member fees” means:

  1. for a Fixed-Price or hourly project, the Fixed-Price or hourly retainer; and
  2. any bonuses paid or other payments made by a Project Owner for a project.

“Member Owned Items” means instructions, requests, intellectual property and any other information or materials that a Project Owner receives from a Member for a particular project.

“Project” means a particular project or set of ongoing tasks for which a Project Owner has requested Services to be performed by a Member and the Member has agreed on the Crew Platform.

“Project Owner” means any User utilizing the Crew Platform to request Services to be performed by a Member. From time to time, Crew may act as a Project Owner, and the terms and conditions of this Agreement applicable to Project Owners will apply to Crew when acting in this way.

“Project Owner Owned Items” means instructions, requests, intellectual property and any other information or materials that a Member receives from a Project Owner for a particular project.

“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

“Services” means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services and other knowledge-based or online services.

“Work” means any tangible or intangible results or deliverables that Member agrees to create for, or actually delivers to, Project Owner as a result of performing the Services on a particular Project, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.

Fin


That’s it! If you have any questions or comments concerning these Terms you can always contact us at support@crew.co