Terms of Use
1. The Terms and Definitions
Version dated as of April 2, 2024
This Terms of Use are the agreement, hereinafter referred to as the “Agreement”, executed online between You and UDelta Service provider as it is defined hereinbelow, hereinafter referred to as “we, UDelta, Service provider”.
If you use the UDelta Platform of surf the UDelta site you agree with the term and conditions of the Agreement, you accept them in full with no exceptions and you are obliged to follow the rules defined hereinunder.
This Terms of Use are the agreement, hereinafter referred to as the “Agreement”, executed online between You and UDelta Service provider as it is defined hereinbelow, hereinafter referred to as “we, UDelta, Service provider”.
If you use the UDelta Platform of surf the UDelta site you agree with the term and conditions of the Agreement, you accept them in full with no exceptions and you are obliged to follow the rules defined hereinunder.
The Parties hereby expressly agree to use the definitions given below for the purposes of this Agreement with the following meanings:
1.1. The “Assignment” – a task or piece of work assigned to someone as part of a job or course of study.
1.2. The “Client Area” – a personalized section on the Platform, which can be accessed by entering a login and password and/or using other methods of user authentication. UDelta shall provide a Client Area on the Platform to each Customer and each Contributor.
1.3. The “Customer” – the party of the Agreement interested in the result of works or services offering and paying the bounty for the completion of such.
1.4. The “Contributor” – the party of the Agreement being a specific specialist able to deliver to the Customer the result of works or services for the bounty.
1.5. The “Platform” (“uDelta Platform”) – a uDelta’s hardware and software complex, managed and customized by uDelta, and made available online to the Customer and the Contributors to enable interaction between all the specified persons among themselves individually and together for the purpose of ensuring the provision of works and/or services to the Customer for a fee under the Customer's Assignments. The Platform is available at http://udelta.io/.
1.6. The “Reporting period” is equal to one calendar month.
1.7. The “Electronic signature” – a unique pair of login and password formed (created) by the user during registration on the Platform, as well as similar unique pairs of logins and passwords formed during registration of separate additional users on the Customer's side, when it is allowed by the Platform, with the Customer defining restrictions in powers for such users. When providing other methods of user authentication on the Platform, such authentication methods shall be recognized by the parties as the electronic signature of the respective user.
1.8. “Related Documents” have meaning set out in Clause 6.1 of the Agreement.
1.9. “uDelta” is a company Devjbs Inc, duly registered and operating under the laws of the US, identification number: 3746899, registered at state Delaware.
1.10. The “User” – you, being either an unregistered User or a registered User as the uDelta Customer’s representative, or uDelta Contributor, which can be the directly registered one or the contractor of our partner company (subcontractor) or its employee.
If some or any definition is in conflict with the relevant definition given in the direct contract executed between uDelta and the Party, the definition of such direct contract shall prevail.
1.1. The “Assignment” – a task or piece of work assigned to someone as part of a job or course of study.
1.2. The “Client Area” – a personalized section on the Platform, which can be accessed by entering a login and password and/or using other methods of user authentication. UDelta shall provide a Client Area on the Platform to each Customer and each Contributor.
1.3. The “Customer” – the party of the Agreement interested in the result of works or services offering and paying the bounty for the completion of such.
1.4. The “Contributor” – the party of the Agreement being a specific specialist able to deliver to the Customer the result of works or services for the bounty.
1.5. The “Platform” (“uDelta Platform”) – a uDelta’s hardware and software complex, managed and customized by uDelta, and made available online to the Customer and the Contributors to enable interaction between all the specified persons among themselves individually and together for the purpose of ensuring the provision of works and/or services to the Customer for a fee under the Customer's Assignments. The Platform is available at http://udelta.io/.
1.6. The “Reporting period” is equal to one calendar month.
1.7. The “Electronic signature” – a unique pair of login and password formed (created) by the user during registration on the Platform, as well as similar unique pairs of logins and passwords formed during registration of separate additional users on the Customer's side, when it is allowed by the Platform, with the Customer defining restrictions in powers for such users. When providing other methods of user authentication on the Platform, such authentication methods shall be recognized by the parties as the electronic signature of the respective user.
1.8. “Related Documents” have meaning set out in Clause 6.1 of the Agreement.
1.9. “uDelta” is a company Devjbs Inc, duly registered and operating under the laws of the US, identification number: 3746899, registered at state Delaware.
1.10. The “User” – you, being either an unregistered User or a registered User as the uDelta Customer’s representative, or uDelta Contributor, which can be the directly registered one or the contractor of our partner company (subcontractor) or its employee.
If some or any definition is in conflict with the relevant definition given in the direct contract executed between uDelta and the Party, the definition of such direct contract shall prevail.
2. Scope of Agreement
3. Procedure for Setting, Execution and Acceptance of Assignments
3.1. The Customer independently selects the type of the Assignment and such essential conditions of its fulfillment as the term of execution, the amount of the bounty and the specific Contributor in the Customer's Client Area. Other parameters of the Assignment execution, any of its details and information, data, accesses and other necessary for its fulfillment, the Customer delivers the Contributor directly and in the way that will be agreed between them separately.
3.2. The Customer's Assignment may be rejected by UDelta if:
3.2.1. the Assignment contains a set of works and/or services that are not included in the list of those available for selection by the Customer;
3.2.2. the Assignment performance parameters, details and conditions of its fulfillment do not correspond to the works and/or services selected by the Customer from the list of works and/or services available for selection by the Customer;
3.2.3. the bounty proposed by the Customer is lower than the minimum bounty set by UDelta;
3.2.4. the Assignment is rejected by the Contributor.
3.3. The Assignment is recognized as accepted into work after the Customer receives the Contributor's confirmation.
3.4. The Contributor shall perform the Assignment in accordance with the Customer's instructions and within the time period specified by the Customer. At the same time the parties agree that the Assignment is not subject to unilateral change by the Customer after acceptance of the Assignment into work, and cannot be canceled or changed after receipt by the Customer of a notice of the Contributor's fulfillment of the Assignment, however, until the Customer accepts the completed Assignment (or until the time for such acceptance expires), the Customer has the right to send for revision the result received under the Assignment, if it does not meet the parameters that the Customer informed the Contributor.
3.5 Upon completion of the Assignment, the Contributor shall transfer the result of the executed Assignment to the Customer by means of electronic communications (such as, for example, e-mail, secure FTP server, git repository or other directly agreed between the Contributor and the Customer) without using the Platform. The Contributor shall notify uDelta and the Customer about the fact of completion of the Assignment and transfer of its result to the Customer by placing the corresponding status of the Assignment in the Contributor's Client Area on the Platform.
3.6. The Customer within 7 working days is obliged to inspect the delivered results of the completed Assignment and accept the performance or inform UDelta and the Contributor of a reasoned refusal to accept the completed Assignment.
3.7. The results of execution of the Assignment (any services and/or work provided for in the Assignment) shall be recognized by the parties as rendered and performed in a proper manner, in a suitable quality, in full and in a timely manner, and accepted by the Customer without objection, any reservations or claims after the occurrence of any of the following events: (1) the Customer has confirmed acceptance of the completed Assignment by clicking the "Accept" button in his personal account on the Platform (or another button, which from time to time and depending on various settings, including the selected interface language, may replace such button in the Platform interface), or (2) the Customer has otherwise explicitly informed uDelta of its consent to accept the completed Assignment, including in writing or via API, or (3) the Customer has started using the result of the completed Assignment, or (4) the Customer has not submitted motivated objections to the acceptance of the completed Assignment within the deadline for acceptance as provided in clause 3.6 above.
3.8. The parties agree that upon acceptance of the Assignment in accordance with clause 3.7 above, all and any results of the completed Assignment shall be deemed by the parties to have been fully and completely verified, checked, tested and inspected, including to the maximum extent permitted by applicable law the check for any latent defects, approved and accepted by the Customer without any objection or claim of any kind. Upon acceptance of the Assignment, all and any risks with respect to the result of the completed Assignment shall be fully transferred to the Customer and the Customer shall not be entitled to assert against UDelta any claims of any kind with respect to such result, including, but not limited to, claims with respect to the completeness or quality of the Assignment (its result), or possible infringement of third-party rights to any intellectual property of such third party.
3.9. The provisions of this Article shall apply equally to the Assignments, the duration of which is more than one Reporting Period, in connection with which their fulfillment is divided by the Customer into stages. When dividing the Assignment into stages, the Customer is obliged to define for the Contributor the content of each stage, conditions of acceptance of the completed stage of the Assignment, and upon completion of the stage to accept the fulfillment in accordance with the provisions of this Article.
3.10 At the moment of acceptance by the Customer of the completed Assignment (stage of the Assignment), the UDelta acquires the right to set off the advance payment made by the Customer against payment of the UDelta's Remuneration and the obligation to transfer to the Contributor the relevant bounty (directly or via its relevant subcontractor depending on whether the Contributor is the direct subcontractor of UDelta or the employee or the contractor of our partner company (subcontractor).
3.2. The Customer's Assignment may be rejected by UDelta if:
3.2.1. the Assignment contains a set of works and/or services that are not included in the list of those available for selection by the Customer;
3.2.2. the Assignment performance parameters, details and conditions of its fulfillment do not correspond to the works and/or services selected by the Customer from the list of works and/or services available for selection by the Customer;
3.2.3. the bounty proposed by the Customer is lower than the minimum bounty set by UDelta;
3.2.4. the Assignment is rejected by the Contributor.
3.3. The Assignment is recognized as accepted into work after the Customer receives the Contributor's confirmation.
3.4. The Contributor shall perform the Assignment in accordance with the Customer's instructions and within the time period specified by the Customer. At the same time the parties agree that the Assignment is not subject to unilateral change by the Customer after acceptance of the Assignment into work, and cannot be canceled or changed after receipt by the Customer of a notice of the Contributor's fulfillment of the Assignment, however, until the Customer accepts the completed Assignment (or until the time for such acceptance expires), the Customer has the right to send for revision the result received under the Assignment, if it does not meet the parameters that the Customer informed the Contributor.
3.5 Upon completion of the Assignment, the Contributor shall transfer the result of the executed Assignment to the Customer by means of electronic communications (such as, for example, e-mail, secure FTP server, git repository or other directly agreed between the Contributor and the Customer) without using the Platform. The Contributor shall notify uDelta and the Customer about the fact of completion of the Assignment and transfer of its result to the Customer by placing the corresponding status of the Assignment in the Contributor's Client Area on the Platform.
3.6. The Customer within 7 working days is obliged to inspect the delivered results of the completed Assignment and accept the performance or inform UDelta and the Contributor of a reasoned refusal to accept the completed Assignment.
3.7. The results of execution of the Assignment (any services and/or work provided for in the Assignment) shall be recognized by the parties as rendered and performed in a proper manner, in a suitable quality, in full and in a timely manner, and accepted by the Customer without objection, any reservations or claims after the occurrence of any of the following events: (1) the Customer has confirmed acceptance of the completed Assignment by clicking the "Accept" button in his personal account on the Platform (or another button, which from time to time and depending on various settings, including the selected interface language, may replace such button in the Platform interface), or (2) the Customer has otherwise explicitly informed uDelta of its consent to accept the completed Assignment, including in writing or via API, or (3) the Customer has started using the result of the completed Assignment, or (4) the Customer has not submitted motivated objections to the acceptance of the completed Assignment within the deadline for acceptance as provided in clause 3.6 above.
3.8. The parties agree that upon acceptance of the Assignment in accordance with clause 3.7 above, all and any results of the completed Assignment shall be deemed by the parties to have been fully and completely verified, checked, tested and inspected, including to the maximum extent permitted by applicable law the check for any latent defects, approved and accepted by the Customer without any objection or claim of any kind. Upon acceptance of the Assignment, all and any risks with respect to the result of the completed Assignment shall be fully transferred to the Customer and the Customer shall not be entitled to assert against UDelta any claims of any kind with respect to such result, including, but not limited to, claims with respect to the completeness or quality of the Assignment (its result), or possible infringement of third-party rights to any intellectual property of such third party.
3.9. The provisions of this Article shall apply equally to the Assignments, the duration of which is more than one Reporting Period, in connection with which their fulfillment is divided by the Customer into stages. When dividing the Assignment into stages, the Customer is obliged to define for the Contributor the content of each stage, conditions of acceptance of the completed stage of the Assignment, and upon completion of the stage to accept the fulfillment in accordance with the provisions of this Article.
3.10 At the moment of acceptance by the Customer of the completed Assignment (stage of the Assignment), the UDelta acquires the right to set off the advance payment made by the Customer against payment of the UDelta's Remuneration and the obligation to transfer to the Contributor the relevant bounty (directly or via its relevant subcontractor depending on whether the Contributor is the direct subcontractor of UDelta or the employee or the contractor of our partner company (subcontractor).
4.1. If it follows from the essence of the Assignment that as a result of its fulfillment an intellectual property object (or objects) arises, all rights to such results of intellectual activity are fully and completely, without any restrictions, for the entire term of protection of such right and worldwide, transferred to the Customer at the moment of acceptance of the completed Assignment, the Contributor grants and the Customer receives the right to use such results of intellectual activity without specifying the names of the authors (anonymously).
4.2. If for the performance of the Assignment the Customer has provided the Contributor with any objects of intellectual activity that were necessary for the Contributor to perform such Assignment, the Customer simultaneously grants to UDelta (and its Contributors) all rights to the extent necessary for the performance of the Assignment for the period of performance of such Assignment.
4.3. The Parties hereby acknowledge and agree that the amounts of bounty received by the Contributor in each individual case for the performance of the Assignment are sufficient and full payment both for the performance of work and/or services in accordance with the Assignment, including when such performance results in the creation of an object of intellectual work, and for the alienation to the Customer in full all proprietary and moral rights to such results of intellectual activity to the maximum extent permitted by applicable law.
4.4. UDelta grants the registered Users the right to use the Platform for the purposes of execution of this Agreement and use any functionality of the Platform, which may be added, changed or excluded by us from time to time.
4.5. The Customer has the right to independently determine the range of persons allowed to use the Platform on behalf of the Customer by granting such persons access to the Customer's Client Area. The Customer may not sublicense the right to use the Platform to third parties.
4.2. If for the performance of the Assignment the Customer has provided the Contributor with any objects of intellectual activity that were necessary for the Contributor to perform such Assignment, the Customer simultaneously grants to UDelta (and its Contributors) all rights to the extent necessary for the performance of the Assignment for the period of performance of such Assignment.
4.3. The Parties hereby acknowledge and agree that the amounts of bounty received by the Contributor in each individual case for the performance of the Assignment are sufficient and full payment both for the performance of work and/or services in accordance with the Assignment, including when such performance results in the creation of an object of intellectual work, and for the alienation to the Customer in full all proprietary and moral rights to such results of intellectual activity to the maximum extent permitted by applicable law.
4.4. UDelta grants the registered Users the right to use the Platform for the purposes of execution of this Agreement and use any functionality of the Platform, which may be added, changed or excluded by us from time to time.
4.5. The Customer has the right to independently determine the range of persons allowed to use the Platform on behalf of the Customer by granting such persons access to the Customer's Client Area. The Customer may not sublicense the right to use the Platform to third parties.
4. Intellectual Property Rights
5.1. UDelta makes the Platform available to the registered Users under a simple non-exclusive license in an "as is" condition, and does not warrant that the Platform will be free of software errors, hardware failures, defects or deficiencies of any kind, and to the fullest extent permitted by applicable law disclaims all warranties and liability in connection with any failure of the Platform and the service provided through the Platform to meet any of the User's expectations, specific goals, needs and desires, whether they were known to us prior to the conclusion of the Agreement or not, and whether or not they became known afterwards, and to the fullest extent permitted by applicable law, waives security and protection against unauthorized entry. At the same time, UDelta represents that it will use all market best practices, methods and tools known to it to provide security and protection against unauthorized intrusion, consistent with the balance of necessity and sufficiency, taking into account the requirements of applicable law and reasonableness.
5.2. The Parties agree that in case of delay in the completion of the Assignment, if after the Customer has made changes to the Assignment there is enough time left for its completion, as well as in case the appointed Contributor has not corrected the result of the completed Assignment submitted to the Customer in accordance with its reasonable comments (objections), the Customer shall have the right to refuse such Assignment and cancel it without compensation. At the same time, the Parties agree that UDelta shall be released from any liability for delay in the performance of the Assignment or its complete failure to perform to the maximum extent permitted by applicable law.
5.3. The Parties agree that from the moment of acceptance by the Customer of the completed Assignment the results of its performance are recognized by the Customer as received in full, fully and completely verified, checked, tested and inspected by the Customer's competent persons or experts engaged by the Customer and accepted by the Customer without any remarks (including, after the Contributor has eliminated the Customer's remarks), and the Customer to the maximum extent permitted by applicable law waives any right to bring against UDelta and/or the Contributor any kind of claims and demands related to incompleteness of the result, its inconsistency with the quality, scope, purpose, expectations or wishes of the Customer, including the incompleteness of the scope of the intellectual property rights, which became the result of the performance of the Assignment or its part.
5.4. For the avoidance of doubt, in no event shall UDelta be liable for damages of any kind which are not directly caused by the relevant breach (act or omission) but which follow from the consequence or result of such act or omission (consequential damages), as well as for the loss of profit which the Customer would have received in the ordinary course of civil business if his right had not been infringed, including anticipated loss of income (loss of profit).
5.5. The Parties further acknowledge and agree that where the UDelta's total exemption from liability as aforesaid is not permitted by applicable law, the UDelta's liability shall be limited solely to the amount of direct actual damage caused to the relevant Party in the performance of this Agreement by UDelta, but in no event shall the aggregate amount of such liability exceed the amount of the payment for the relevant Assignment.
5.6. If, after acceptance by the Customer of the completed Assignment, the Customer has any claims regarding hidden defects, quality or other parameters of the results presented by the Contributor, the Customer undertakes to settle any such claims directly with the respective Contributor, by himself and at his own expense, with the involvement of UDelta as a moderator or third party.
5.7. Since the Customer independently selects a particular Contributor for the Assignments generated by the Customer, the Parties hereby acknowledge and agree that, whether such Contributors are employees of UDelta or its subcontractors, they are not authorized by UDelta to do anything else not expressly provided for in this Agreement. The Customer shall interact directly with such Contributors on the Assignments and shall directly transmit to them the details of the Assignments, disclose or modify the Assignments, may provide data and materials necessary for the performance of the Assignments, including tools, licenses, intellectual property, including but not limited to equipment, components, consumables, as well as copyrighted works to which the Customer has exclusive copyright, and other intellectual property of the Customer, sensitive information of any kind; UDelta shall not receive, control, use, process, store, destroy, preserve or secure the data and materials, including, but not limited to, tools, licenses, intellectual property, including, but not limited to, equipment, components, consumables, and copyrighted works the exclusive copyright and other intellectual property to which belongs to the Customer, sensitive information of any kind and other things that the Customer transfers to the Contributor, and shall have no control over their use, processing, storage, destruction, preservation and security, and to the maximum extent possible, UDelta disclaims any warranty and responsibility in regard to such.
5.8. At the same time, the Customer, in case it identifies such a need, undertakes to settle relations in terms of the use of data and materials provided to the Contributor by the Customer, including tools, licenses, intellectual property, including, but not limited to, equipment, components, consumables, as well as copyrighted works, the exclusive copyright to which belongs to the Customer, and other intellectual property of the Customer, sensitive information of any kind, etc., – directly with the Contributor, and to the fullest extent permitted by applicable law, waives any claims against UDelta, and undertakes to indemnify UDelta to the fullest extent permitted by applicable law against any claims of others arising out of the use of the items listed in this paragraph, and to reimburse any losses and costs resulting from such claims.
5.9. The Contributors shall not be authorized representatives of UDelta, shall not be entitled on its behalf to enter into any transactions, assume any rights and incur any obligations other than those expressly and specifically provided for in this Agreement. Any interpretation of their authority to act on behalf of UDelta shall be made as restrictively as possible.
5.2. The Parties agree that in case of delay in the completion of the Assignment, if after the Customer has made changes to the Assignment there is enough time left for its completion, as well as in case the appointed Contributor has not corrected the result of the completed Assignment submitted to the Customer in accordance with its reasonable comments (objections), the Customer shall have the right to refuse such Assignment and cancel it without compensation. At the same time, the Parties agree that UDelta shall be released from any liability for delay in the performance of the Assignment or its complete failure to perform to the maximum extent permitted by applicable law.
5.3. The Parties agree that from the moment of acceptance by the Customer of the completed Assignment the results of its performance are recognized by the Customer as received in full, fully and completely verified, checked, tested and inspected by the Customer's competent persons or experts engaged by the Customer and accepted by the Customer without any remarks (including, after the Contributor has eliminated the Customer's remarks), and the Customer to the maximum extent permitted by applicable law waives any right to bring against UDelta and/or the Contributor any kind of claims and demands related to incompleteness of the result, its inconsistency with the quality, scope, purpose, expectations or wishes of the Customer, including the incompleteness of the scope of the intellectual property rights, which became the result of the performance of the Assignment or its part.
5.4. For the avoidance of doubt, in no event shall UDelta be liable for damages of any kind which are not directly caused by the relevant breach (act or omission) but which follow from the consequence or result of such act or omission (consequential damages), as well as for the loss of profit which the Customer would have received in the ordinary course of civil business if his right had not been infringed, including anticipated loss of income (loss of profit).
5.5. The Parties further acknowledge and agree that where the UDelta's total exemption from liability as aforesaid is not permitted by applicable law, the UDelta's liability shall be limited solely to the amount of direct actual damage caused to the relevant Party in the performance of this Agreement by UDelta, but in no event shall the aggregate amount of such liability exceed the amount of the payment for the relevant Assignment.
5.6. If, after acceptance by the Customer of the completed Assignment, the Customer has any claims regarding hidden defects, quality or other parameters of the results presented by the Contributor, the Customer undertakes to settle any such claims directly with the respective Contributor, by himself and at his own expense, with the involvement of UDelta as a moderator or third party.
5.7. Since the Customer independently selects a particular Contributor for the Assignments generated by the Customer, the Parties hereby acknowledge and agree that, whether such Contributors are employees of UDelta or its subcontractors, they are not authorized by UDelta to do anything else not expressly provided for in this Agreement. The Customer shall interact directly with such Contributors on the Assignments and shall directly transmit to them the details of the Assignments, disclose or modify the Assignments, may provide data and materials necessary for the performance of the Assignments, including tools, licenses, intellectual property, including but not limited to equipment, components, consumables, as well as copyrighted works to which the Customer has exclusive copyright, and other intellectual property of the Customer, sensitive information of any kind; UDelta shall not receive, control, use, process, store, destroy, preserve or secure the data and materials, including, but not limited to, tools, licenses, intellectual property, including, but not limited to, equipment, components, consumables, and copyrighted works the exclusive copyright and other intellectual property to which belongs to the Customer, sensitive information of any kind and other things that the Customer transfers to the Contributor, and shall have no control over their use, processing, storage, destruction, preservation and security, and to the maximum extent possible, UDelta disclaims any warranty and responsibility in regard to such.
5.8. At the same time, the Customer, in case it identifies such a need, undertakes to settle relations in terms of the use of data and materials provided to the Contributor by the Customer, including tools, licenses, intellectual property, including, but not limited to, equipment, components, consumables, as well as copyrighted works, the exclusive copyright to which belongs to the Customer, and other intellectual property of the Customer, sensitive information of any kind, etc., – directly with the Contributor, and to the fullest extent permitted by applicable law, waives any claims against UDelta, and undertakes to indemnify UDelta to the fullest extent permitted by applicable law against any claims of others arising out of the use of the items listed in this paragraph, and to reimburse any losses and costs resulting from such claims.
5.9. The Contributors shall not be authorized representatives of UDelta, shall not be entitled on its behalf to enter into any transactions, assume any rights and incur any obligations other than those expressly and specifically provided for in this Agreement. Any interpretation of their authority to act on behalf of UDelta shall be made as restrictively as possible.
5. Limitation of Liability
6.1. The following documents (hereinafter referred to as the "Related Documents") are integral parts of the Agreement:
6.1.1. uDelta Platform Terms of Use (the current document), available at https://udelta.io/rules;
6.1.2. uDelta Platform Privacy Policy, available at https://udelta.io/privacy.
6.2. The Users hereby acknowledge that it has read the Related Documents, accepts their terms without reservation or objection and agrees to be legally bound by their terms jointly with this Agreement. uDelta hereby notifies the Users that it will from time to time make changes to the Related Documents, whereby the Parties have agreed that current versions of the Related Documents will always be available at the specified addresses and the User shall be obliged to monitor and familiarize itself with the changes made, uDelta shall, if possible, inform the Party of changes in the Related Documents in advance, but the absence of such announcement shall not impair the validity and binding effect of the changes made.
6.3. The Parties agree to comply with the terms of the Related Documents throughout the term of this Agreement and/or the terms of all such Related Documents, whichever is longer.
6.4. The Parties acknowledge and agree that, unless otherwise expressly agreed by the Parties in a written agreement, the provisions of this Agreement and the Related Documents shall take legal precedence over any legal documents and agreements (whether express or implied, regardless of the form in which they are expressed) that may relate directly or indirectly to the relationship between the Parties, including, but not limited to, other agreements of the Parties.
6.5. The Parties recognize the legal validity of the documents provided by the Parties in the course of execution of this Agreement in electronic form, including, but not limited to, Assignments, invoices, certificates, reports and other documents. At that, the documents provided by uDelta via the Platform shall be recognized as provided on the next working day after the date when such documents became available to the Party in his Client Area.
6.6. The User performs legally significant actions on the Platform after authorization using the belonging to the Party login and password. In this case the User confirms and guarantees that only its authorized persons have access to its authentication data (login and password combination or other authentication means used on the Platform), it is kept by the Party in strict secrecy and cannot be known to unauthorized persons. The Users also confirm and guarantees that the person authorized on the Platform on behalf of the Customer / Contributor acts on behalf of the relevant Customer / Contributor and has all the powers necessary for interaction with the other Parties within the framework of this Agreement and the Assignments formed by the Customer. The Parties shall independently ensure timely change of passwords, as well as ensure the security of keeping such authentication data secret and preventing unauthorized access to the Platform on behalf of the Party.
6.7. The Parties agree that the User's Electronic Signature, as defined in this Agreement, shall be the legal equivalent of the User's handwritten signature, and any acts and actions of the Party performed using its Electronic Signature shall be legally significant and binding acts and actions.
6.8. The Parties hereby specifically stipulate that the relationship of the parties under this Agreement is not, cannot be, and shall not under any circumstances be considered as establishing or implying the existence of any other relationship between the Parties, in particular, agency, employment, partnership or joint venture relationships. The Parties additionally agree that the relationship of the Parties under the Agreement is not a relationship of surety between the principal and the attorney, and that the relationship between the uDelta and the Contributors is not and cannot be regarded as a relationship between the attorney(s) and the executors of the principal's instructions
6.1.1. uDelta Platform Terms of Use (the current document), available at https://udelta.io/rules;
6.1.2. uDelta Platform Privacy Policy, available at https://udelta.io/privacy.
6.2. The Users hereby acknowledge that it has read the Related Documents, accepts their terms without reservation or objection and agrees to be legally bound by their terms jointly with this Agreement. uDelta hereby notifies the Users that it will from time to time make changes to the Related Documents, whereby the Parties have agreed that current versions of the Related Documents will always be available at the specified addresses and the User shall be obliged to monitor and familiarize itself with the changes made, uDelta shall, if possible, inform the Party of changes in the Related Documents in advance, but the absence of such announcement shall not impair the validity and binding effect of the changes made.
6.3. The Parties agree to comply with the terms of the Related Documents throughout the term of this Agreement and/or the terms of all such Related Documents, whichever is longer.
6.4. The Parties acknowledge and agree that, unless otherwise expressly agreed by the Parties in a written agreement, the provisions of this Agreement and the Related Documents shall take legal precedence over any legal documents and agreements (whether express or implied, regardless of the form in which they are expressed) that may relate directly or indirectly to the relationship between the Parties, including, but not limited to, other agreements of the Parties.
6.5. The Parties recognize the legal validity of the documents provided by the Parties in the course of execution of this Agreement in electronic form, including, but not limited to, Assignments, invoices, certificates, reports and other documents. At that, the documents provided by uDelta via the Platform shall be recognized as provided on the next working day after the date when such documents became available to the Party in his Client Area.
6.6. The User performs legally significant actions on the Platform after authorization using the belonging to the Party login and password. In this case the User confirms and guarantees that only its authorized persons have access to its authentication data (login and password combination or other authentication means used on the Platform), it is kept by the Party in strict secrecy and cannot be known to unauthorized persons. The Users also confirm and guarantees that the person authorized on the Platform on behalf of the Customer / Contributor acts on behalf of the relevant Customer / Contributor and has all the powers necessary for interaction with the other Parties within the framework of this Agreement and the Assignments formed by the Customer. The Parties shall independently ensure timely change of passwords, as well as ensure the security of keeping such authentication data secret and preventing unauthorized access to the Platform on behalf of the Party.
6.7. The Parties agree that the User's Electronic Signature, as defined in this Agreement, shall be the legal equivalent of the User's handwritten signature, and any acts and actions of the Party performed using its Electronic Signature shall be legally significant and binding acts and actions.
6.8. The Parties hereby specifically stipulate that the relationship of the parties under this Agreement is not, cannot be, and shall not under any circumstances be considered as establishing or implying the existence of any other relationship between the Parties, in particular, agency, employment, partnership or joint venture relationships. The Parties additionally agree that the relationship of the Parties under the Agreement is not a relationship of surety between the principal and the attorney, and that the relationship between the uDelta and the Contributors is not and cannot be regarded as a relationship between the attorney(s) and the executors of the principal's instructions
6. Integrity of the Agreement and Procedure for Exchange of Documents
7.1. The Parties shall be released from liability for non-fulfillment or improper fulfillment of their obligations under this Agreement in case of force majeure circumstances directly or indirectly preventing the fulfillment of the Agreement, i.e. such circumstances which are independent of the Parties' will and which the Parties could not foresee or prevent by reasonable measures (force majeure).
7.2. Force majeure shall include: war and hostilities, infighting in the territory, illegal actions of third parties, uprisings, epidemics, epizootics, earthquakes, floods, tsunamis and other natural disasters, blockades, embargoes, as well as the adoption by the authorities of acts directly or indirectly affecting the subject matter of this Agreement and the possibility of its fulfillment by any of the Parties.
7.3. The Party subjected to force majeure circumstances shall immediately notify the other Party in writing of the occurrence, type and possible duration of the relevant circumstances preventing the fulfillment of the Agreement. If such Party fails to notify the other Party of the occurrence of force majeure circumstances, it shall be deprived of the right to refer to such circumstances, unless such circumstances themselves served as an obstacle to such timely notification.
7.4. The occurrence of force majeure shall extend the time for performance of obligations under the Agreement by the Party affected by such circumstances for the duration of their effect, subject to a reasonable time for performance after their cessation, provided that such Party complies with the condition of prompt notice to the other Party as set forth in this Article above.
7.2. Force majeure shall include: war and hostilities, infighting in the territory, illegal actions of third parties, uprisings, epidemics, epizootics, earthquakes, floods, tsunamis and other natural disasters, blockades, embargoes, as well as the adoption by the authorities of acts directly or indirectly affecting the subject matter of this Agreement and the possibility of its fulfillment by any of the Parties.
7.3. The Party subjected to force majeure circumstances shall immediately notify the other Party in writing of the occurrence, type and possible duration of the relevant circumstances preventing the fulfillment of the Agreement. If such Party fails to notify the other Party of the occurrence of force majeure circumstances, it shall be deprived of the right to refer to such circumstances, unless such circumstances themselves served as an obstacle to such timely notification.
7.4. The occurrence of force majeure shall extend the time for performance of obligations under the Agreement by the Party affected by such circumstances for the duration of their effect, subject to a reasonable time for performance after their cessation, provided that such Party complies with the condition of prompt notice to the other Party as set forth in this Article above.
7. Force Majeure Circumstances
8.1. If you continue to surf the uDelta site the Agreement is considered to be concluded between us and you as the unregistered User thus the terms and conditions related to the unregistered Users are applied to you and become obligatory.
8.2. When you fulfill the registration form you accept the terms and conditions herein in full with no limitations and exceptions, and the Agreement comes into force in full with all the terms and conditions related to the relevant registered User from the moment of registration.
8.3. The Agreement may be unilaterally terminated by either party by notifying the other party at least 2 (two) months prior to the date of termination.
8.4. The Agreement may be terminated in case of deletion of the User's Client Area (either by the User himself or by uDelta at the User's request or in case of repeated gross violations by the User of the terms and conditions of the Agreement, including Related Documents). For the avoidance of doubt the withdrawal of the personal data processing consent shall be absolute reason for the Agreement termination.
8.5. In addition to the above termination of the direct contract with the Customer shall also lead to immediate simultaneous termination of the Agreement.
8.6. The Parties have also agreed that uDelta shall be entitled to terminate the Agreement unilaterally out of court without prior notice to the User in the event of any change in legal regulations that makes it impossible or substantially limits the performance of the Agreement and/or the provision of the Platform.
8.7. In addition to the above uDelta shall be entitled to terminate the Agreement with the Contributor unilaterally out of court without prior notice if (1) the Customer desires to discontinue the cooperation with the Contributor, or (2) the Contributor fails to update the personal or banking data changed in a timely manner or within 5 days after our request, or (3) the Contributor falls onto sanctions lists, or (4) the Contributor fails to prove its tax compliance.
8.8. In case of termination uDelta shall communicate to the Parties in regard all the Assignments in progress and negotiate with the Parties the best corresponding way to manage the job and repayment. All the Assignments complete shall be brought through the process of acceptance of Assignments and all the Assignments accepted shall be duly repaid.
8.9. The Parties hereby acknowledge and agree that uDelta is not obligated to and will not indemnify the User for any damages arising from the termination of this Agreement by any Party for any reason, or from the termination of User's access to the Platform.
8.10. Termination of the Agreement for any reason and on any grounds shall not terminate the obligations in respect of which the parties have expressly specified a different term of their validity and conditions of termination, or other conditions of expiration of such obligations follow from their substance. Such obligations include, but are not limited to, obligations of confidentiality, transfer of rights to intellectual property resulting from the performance of the Assignment, agreements limiting the liability, obligations regarding the processing of personal data, guarantees and representations of the parties.
8.11. If any provision of this Agreement shall be held to be void, illegal or otherwise unenforceable, or if it shall become so or become contrary to applicable laws as a result of a change therein, such provision shall, to the extent possible, be deemed severed from this Agreement, and the remaining provisions shall continue to apply as if such severed provision were expressly excluded from or never existed in the Agreement.
8.2. When you fulfill the registration form you accept the terms and conditions herein in full with no limitations and exceptions, and the Agreement comes into force in full with all the terms and conditions related to the relevant registered User from the moment of registration.
8.3. The Agreement may be unilaterally terminated by either party by notifying the other party at least 2 (two) months prior to the date of termination.
8.4. The Agreement may be terminated in case of deletion of the User's Client Area (either by the User himself or by uDelta at the User's request or in case of repeated gross violations by the User of the terms and conditions of the Agreement, including Related Documents). For the avoidance of doubt the withdrawal of the personal data processing consent shall be absolute reason for the Agreement termination.
8.5. In addition to the above termination of the direct contract with the Customer shall also lead to immediate simultaneous termination of the Agreement.
8.6. The Parties have also agreed that uDelta shall be entitled to terminate the Agreement unilaterally out of court without prior notice to the User in the event of any change in legal regulations that makes it impossible or substantially limits the performance of the Agreement and/or the provision of the Platform.
8.7. In addition to the above uDelta shall be entitled to terminate the Agreement with the Contributor unilaterally out of court without prior notice if (1) the Customer desires to discontinue the cooperation with the Contributor, or (2) the Contributor fails to update the personal or banking data changed in a timely manner or within 5 days after our request, or (3) the Contributor falls onto sanctions lists, or (4) the Contributor fails to prove its tax compliance.
8.8. In case of termination uDelta shall communicate to the Parties in regard all the Assignments in progress and negotiate with the Parties the best corresponding way to manage the job and repayment. All the Assignments complete shall be brought through the process of acceptance of Assignments and all the Assignments accepted shall be duly repaid.
8.9. The Parties hereby acknowledge and agree that uDelta is not obligated to and will not indemnify the User for any damages arising from the termination of this Agreement by any Party for any reason, or from the termination of User's access to the Platform.
8.10. Termination of the Agreement for any reason and on any grounds shall not terminate the obligations in respect of which the parties have expressly specified a different term of their validity and conditions of termination, or other conditions of expiration of such obligations follow from their substance. Such obligations include, but are not limited to, obligations of confidentiality, transfer of rights to intellectual property resulting from the performance of the Assignment, agreements limiting the liability, obligations regarding the processing of personal data, guarantees and representations of the parties.
8.11. If any provision of this Agreement shall be held to be void, illegal or otherwise unenforceable, or if it shall become so or become contrary to applicable laws as a result of a change therein, such provision shall, to the extent possible, be deemed severed from this Agreement, and the remaining provisions shall continue to apply as if such severed provision were expressly excluded from or never existed in the Agreement.
8. Term and Validity of the Agreement
9.1. The Parties recognize and agree that the Agreement is extraterritorial in nature and for ease of interpretation and understanding of the Agreement, the Parties agree that the law of England and Wales shall apply to the relations of the Parties from the Agreement.
9.2. The Parties hereby agree that all disputes arising in connection with the Agreement, its conclusion, termination or its validity shall be settled in accordance with the Rules of the Riga District Court of Arbitration (entered in the Register of Arbitration Courts of the Register of Enterprises of the Republic of Latvia under registration number No. 40003760582 (Registration Certificate No. T000046) by a single judge. If the parties fail to agree on a candidate judge, such judge will be appointed by a sole decision of the court chairman without taking into account the opinion of the parties. The place of arbitration will be Riga, Latvia; the parties also agree to participate in the arbitration process remotely via the Internet in accordance with the rules of the court. The language of the hearing will be English.
9.2. The Parties hereby agree that all disputes arising in connection with the Agreement, its conclusion, termination or its validity shall be settled in accordance with the Rules of the Riga District Court of Arbitration (entered in the Register of Arbitration Courts of the Register of Enterprises of the Republic of Latvia under registration number No. 40003760582 (Registration Certificate No. T000046) by a single judge. If the parties fail to agree on a candidate judge, such judge will be appointed by a sole decision of the court chairman without taking into account the opinion of the parties. The place of arbitration will be Riga, Latvia; the parties also agree to participate in the arbitration process remotely via the Internet in accordance with the rules of the court. The language of the hearing will be English.
9. Applicable Law. Dispute Resolution Procedure
2.1. UDelta provides to all users the opportunity to surf it’s site and see it’s content to make the users able to decide shall you register as a Customer of the Contributor.
2.2. If you surf the site you accept the present Agreement and agree that the presented at the Platform information content is the property of uDelta and we do not grant you any rights to any materials on the Platform, and you guarantee that they will not be used by you.
2.3. If you are the registered User or are going to become one, you also agree that you have read and accept the uDelta Privacy Policy and you provide your personal data to us both independently and voluntarily.
2.4. In line to the Agreement uDelta provides to the registered Users the Client Area the functionality of which depends on the role and the status of the relevant registered User. Being the Customer representative User can place the Assignments, define the terms of theirs execution (including the term and Contributor’s bounty) and acceptation, appoint the Contributors, see the balance and the accounting documents; being the Contributor User can study the Assignment and the conditions for its execution, find out the amount of the bounty that the Contributor will receive for completing this Assignment, accept the Assignment for execution or refuse it, inform the parties about the completion of the Assignment, see the balance and the accounting documents.
2.5. UDelta may at its own discretion change the features of the Client Area from time to time including feature development and switching the added features off, nevertheless uDelta undertakes to provide basic functionality for the entire duration of the Agreement.
2.2. If you surf the site you accept the present Agreement and agree that the presented at the Platform information content is the property of uDelta and we do not grant you any rights to any materials on the Platform, and you guarantee that they will not be used by you.
2.3. If you are the registered User or are going to become one, you also agree that you have read and accept the uDelta Privacy Policy and you provide your personal data to us both independently and voluntarily.
2.4. In line to the Agreement uDelta provides to the registered Users the Client Area the functionality of which depends on the role and the status of the relevant registered User. Being the Customer representative User can place the Assignments, define the terms of theirs execution (including the term and Contributor’s bounty) and acceptation, appoint the Contributors, see the balance and the accounting documents; being the Contributor User can study the Assignment and the conditions for its execution, find out the amount of the bounty that the Contributor will receive for completing this Assignment, accept the Assignment for execution or refuse it, inform the parties about the completion of the Assignment, see the balance and the accounting documents.
2.5. UDelta may at its own discretion change the features of the Client Area from time to time including feature development and switching the added features off, nevertheless uDelta undertakes to provide basic functionality for the entire duration of the Agreement.
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DEVJBS INC
Address: United States, 8 The Green, Ste A, Dover, Kent, 19901, DE
Identification number: 3746899
Address: United States, 8 The Green, Ste A, Dover, Kent, 19901, DE
Identification number: 3746899