Please read these Terms of Service ("Terms") carefully before using the website, www.gloroots.com (the “Platform”), published and operated by GloRoots the contracting entity being Global Roots, Inc. (a Delaware Corporation) and its subsidiaries and affiliates (as applicable) (also referred as "us", "we", or "our"). For purposes of these Terms, “you” and “your” means you as a user of the Services. The Terms as stated here may be updated from time to time, and the updated Terms shall be posted on this page, along with intimation to you. Your continuous use of Services and Platform upon such updations shall be considered as acceptance by you.
If you are accessing or using the Services on behalf of a juridical entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.
GloRoots enables businesses globally to seamlessly manage relationships with local and international independent contractors.
These are Services through which a Client shall have the ability to on-board a Contractor, execute and/or upload agreements as desired by the Client and use the Platform to facilitate the payment to the Contractor via the Platform (“
It is understood that GloRoots’ role in the CMS Services is limited to facilitating payments (as detailed below in these Terms). The responsibility to engage the Contractor, including negotiating the terms of engagement shall be that of the Client.
- Registration. Both Contractor and the Client have to register on the Platform. The registration is at no extra cost.
- Information provided. GloRoots collects compliance information from Contractors on behalf of Clients. This information shall be provided by the Contractor while registering on Platform, and shall include detailed personal and financial information in order for GloRoots to facilitate the Payments under the CMS Services.
- Fee. Clients will pay to the Contractor the fee as agreed to between the Client and the Contractor. The frequency of such payment may be monthly, bi-monthly, et all. Such fee may either be fixed or performance/ milestone based.
- Agreements. The Platform provides, (i) an agreement generation tool allows the Client and the Contractor to to set memorialize timelines, deliverables, fees, and acceptance criteria; (ii) upload an existing agreement between Client and Contractor.
- Payment Timelines. The payment timelines and frequency shall be set by the Client on the Platform.
- Client and Contractor agree that the acceptance criteria have been met.
- Client makes payments to Contractor(s) through the Platform using supported payment methods.
- GloRoots makes the pay-out to Contractor(s).
- Contractor(s) receive owed funds after every pay-out until the contract is terminated by either Client or Contractor, as per the terms of the agreement.
- Changes/ Amendments.
- In the event of monthly payments, the Platform provides for enough flexibility so that the dates/milestones for the monthly payment can be amended by either the Contractor or the Client to adjust the pay-out timelines. This amendment may be undertaken till 1 week before the scheduled pay-out. It is however understood and agreed, that any delay in payment due to such changes and amendments by the Contractor and/or the Client (as applicable) shall be responsibility and liability of the party making such amendments/ changes to the pay-out timelines.
- For any milestone based payment, the changes/ amendments may only be made till 1 week before the scheduled pay-out. It is however understood and agreed, that any delay in payment due to such changes and amendments by the Contractor and/or the Client (as applicable) shall be responsibility and liability of the party making such amendments/ changes to the pay-out timelines.
- Definitions. Capitalized terms in these Terms of Service are defined as follows:
- “Account” is an account to access and use the Platform in accordance with the terms hereof.
- “Administrator” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.
- “Clients” are Users who use the Services to onboard Contractors.
- “Clients” are Users who use the Services to onboard Contractors..
- “Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.
- “Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.
- “Funds” are the funds payable to Contractors for the services described in an Agreement
- “Services” in addition to what is defined above shall include CMS Services.
- “Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.
- Eligibility. We make the Platform and the Services available to Users 18 years of age or older. If you are not 18, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. GloRoots may refuse to provide open an Account for any individual or entity at its sole discretion.
Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. GloRoots will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold GloRoots harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at firstname.lastname@example.org that your account has been compromised and that the Account be blocked. We will block the account within 72 hours of such notification, unless otherwise informed. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.
- Use of Services.
- Subject to these Terms and any other agreement or terms that may have been agreed to between GloRoots and the Users (as applicable), GloRoots allows you to access and use the Platform and/or Services on a non-exclusive basis solely for use by you as an individual or on behalf of the business (as applicable), solely for your internal use. GloRoots may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
- Use of and access to the Platform and/or Services is void where prohibited by law. By using the Services, you (where relevant on behalf of the applicable Business) represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (d) will not add any Personal Data of any third-party (“Third-Party“) to the Services, without the prior consent of the applicable Third-Party, and shall ensure that a record of such consents is maintained, all as required under applicable law; and (e) you shall comply with applicable laws, regulations, guidelines, these Terms and any other Terms that may be applicable to your use of the Services/ Platform.
Content. Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. GloRoots allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as “User Content”.
EXCEPT AS EXPRESSLY SET FORTH IN ANY SERVICES AGREEMENT, GLOROOTS DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE
- GloRoots may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that GloRoots reserves the right to treat User Content as content stored at the direction of users for which GloRoots will not exercise editorial control except when violations are directly brought to GloRoots’s attention
- You understand that GloRoots is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Users must agree to these Terms, it is possible that other Users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
- It is also possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content you share with other Users may use information you provided through such User Content for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks.
- User Content Restrictions. GloRoots has no obligation to accept, display, or maintain any User Content. Moreover, GloRoots reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.
- Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
- Use Restrictions. You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.
- Further, you may not
- use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities, which include but are not limited to Pornography, prostitution, escorting or other adult or obscene services or activities; online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services; Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances; Any product or service that infringes upon the copyright, trademark or trade secrets of any third party; Age-restricted products or services; weapons and munitions; terroristic or other illegal organizations; • Spyware, malware, virus, back-door, drop dead device or other program installation services; unfair, predatory or deceptive products and services; Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity; Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive;
- Do not attempt to do any of the Prohibited Uses, which include but are not limited to Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same; attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, Accounts registered to other Users, or the computer systems or networks connected to the Services; circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful; use the Services for illegal, harassing, unethical, or disruptive purposes; Violate any applicable law or regulation in connection with your access to or use of the Services; use or access another User’s account or password without permission; or access or use the Services in any way not expressly permitted by these Terms or any other Agreement.
If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.
- Data Protection. You acknowledge and agree that GloRoots may collect and process your Personal Data in connection with your receipt of the Services. GloRoots shall process such Personal Data in accordance with GloRoots’s Data Processing Addendum which forms an integral part of the Terms of Service. The Data Processing Addendum is available here (the “DPA”).
- Payment Plans. If you are a Client, certain Services are subject to the payment of the fees to GloRoots detailed on the GloRoots Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)"). You hereby agree to make payment to GloRoots of such fees detailed on the Platform in accordance with your applicable Payment Plan.
- The payment plan will be charged at the moment you issue a payment to a Contractor as an additional amount. A separate invoice will be generated and will be located in the billing section
- If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:
- Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges.
- Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Client remains responsible for any amounts not remitted to GloRoots and GloRoots may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement.
- In the case where you have auto payments activated on GloRoots, we will automatically charge you your payment plan on top of the payments Client will be issuing.
- GloRoots may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 10 days prior to the end of your next billing cycle by sending GloRoots notice of termination to email@example.com. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
- Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
- Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to GloRoots are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion
- Payment Methods. Except for GloRoots’s role as a limited payment agent for Contractors as set forth in these Terms specifically, GloRoots does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, GloRoots partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. For more information on supported third-party payment methods in your location, please see here. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. GloRoots is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. GloRoots also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. GloRoots does not charge Contractors any fees for payments processed through the Platform regardless of payment method., however, GloRoots is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.
Payments through Digital Currencies:
- Gloroots as a platform facilitates payments via Digital Currencies through “Zamp” and terms and conditions applicable to payment via digital currency shall be governed by various terms and condition of Zamp. GloRoots disclaims any liability with respect to the payment being undertaken via Zamp and/or via digital currencies. Zamp may require additional KYC and/or verification be undertaken by the Company and/or the Contractor. The Company and/or the Contractor shall submit to such additional verification as required by Zamp. Gloroots shall not be responsible or liable for any delays and/or rejections and/or non-payment due to any non-verification or breach of any Zamp terms of service by the Company and/or by the Contractor.
- The Contractor and the Company have via mutual discussion agreed to use digital currency as a means of payment by the Company to the Contractor against the services rendered by the Contractor.
- Contractor and the Company understand and agree that GloRoots has not advertised, and has not encouraged the Contractor and the Company to use digital currencies as a method of payment and that the same has been decided mutually by the Company and the Contractor.
- The Company and the Contractor understand and agree that the value of digital currency is volatile and that the value and the amount of digital currency has been determined solely between the Company and the Contractor and that GloRoots shall not be responsible or liable for any value reduction, loss in business and/or any other consequences that arise from the use of digital currency as a method of payment.
- The Company represents and warrants that the Company is and throughout their engagement with GloRoots shall comply with all legal requirements relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect. Upon GloRoots request from time to time during the term of the engagement if required, the Company shall certify in writing that representations, warranties and obligations under this section remain true and correct and have not been breached. The Company specifically represents that neither the Company, nor its subsidiaries, affiliates, its director, officer, employee or agent thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of any sanctions, (ii) included on OFAC’s List of Specially Designated Nationals and Blocked Persons, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a in a country or a territory subject to sanction. The Company shall indemnify and hold harmless GloRoots in the event of a breach of this clause and any subsequent legal action arising therefrom. The Company represents that it shall inform GloRoots promptly in case of any change in the situation or position of the Company.
- Payment Service Providers. If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to GloRoots.
- Dashboard. Users can use the Platform to create and manage Contracts. Each Agreement is assigned a unique Contract ID. Users can organize the Agreements on the GloRoots dashboard.
- Agreement Generation Tool. Users can set contract terms by selecting from pre-set parameters using Agreement generation tool. Parameters include Client and Contractor names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.
- Contract Execution. Users can use GloRoots’s secure e-sign functionality to execute agreements. Agreements executed on GloRoots are legally binding.
- Pre-Existing Agreements. Users can also use the GloRoots dashboard to upload and manage agreements created and executed by Clients and Contractors outside the Platform. Users can extract parameterized terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface.
- Prohibited Contract Terms. If we determine that the content of an Agreement violates these Terms or is undertaking a prohibited activity, we may remove the Agreement from your Dashboard without prior notice to you. We may also suspend or close your Account. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action. Agreement removed from your Account may not be edited or restored.
- Disputes and Contract Cancellations.
- Reversals and Disputes. Clients should not initiate payments until Contractors have met the acceptance criteria or other requirements detailed in an Agreement. Except to satisfy the compliance obligations set forth here, , GloRoots cannot reverse payments or withhold funds from Contractors, and cannot cause Payment Service Providers to reverse payments or withhold funds from Contractors once funds have been received by GloRoots or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Contractor or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Contractor or with the relevant Payment Service Provider. GloRoots will not adjudicate payment or Contract disputes between Users regardless of payment method or Contract status under any circumstances, and Users are solely responsible for dispute settlement. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement.
- User-Initiated Contract Cancellation. If a Client owes outstanding payments to a Contractor after completion of work, or if a Client is dissatisfied with the service provided by a Contractor, the Client or Contractor may initiate cancellation of the Contract through the GloRoots dashboard. Cancellation of a Contract through the GloRoots dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality or validity of a Contract. The Services record the initiator of, and the time and date of the cancellation. If you delete a Contract, the deleted Contract and all Content therewith will immediately become inaccessible to other Users, after which we will permanently delete the Contract from our servers. Users may not initiate or request payment for services related to, or alter the status of a Contract after it has been cancelled.
Contract Cancellation by GloRoots. GloRoots may cancel a Contract in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. GloRoots may also cancel a Contract if a User is no longer a GloRoots Accountholder in good standing. Please contact us if you believe a Contract or another User is in violation of these Terms.
- Tax Forms & Invoices. We use User data to generate required tax documents for Users. We do not guarantee that information on any form generated by the Platform is accurate or correct, or that Users have selected the appropriate Form for the type of tax return they submit. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using GloRoots to generate and sign Forms, you represent and warrant that the information you have provided is accurate and complete, and specifically to the terms of Section 12 regarding electronic signatures. We use a third party service to enable you to file your 1099 at the end of each tax year. We also generate and submit invoices to Clients on behalf of Contractors when payment is due. Contractors may also use GloRoots to automatically submit invoices for recurring services, or schedule delivery of invoices according to project milestones set for in Contracts.
- GloRoots does not provide tax, legal or accounting advice to Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable tax laws. If you have questions after reviewing the Forms we generate and other tax withholding rates, or any other tax information provided by GloRoots you should consult your own tax, legal or accounting advisors prior to completing or submitting a Form or paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Contractor.
- GloRoots will in no way be liable to you or any third party (including but not limited to any taxation authority) for any losses or penalties, pecuniary or otherwise, arising from a User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation or employment status in any manner. Information regarding tax withholding rates calculated by GloRoots and provided to you is further dependent on your specific business circumstances and tax form settings you provide to GloRoots, the income type provided by Clients in payments to Contractors as well as any other tax-related information. Users may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled, in addition to the payment amount indicated in an invoice. Users agree that they are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to them. You also agree that the amount of any invoice, and any fees you owe for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.
- Appointment of GloRoots as Payment Agent. Clients hereby appoint GloRoots as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts. Contractors agree that payment received from Clients by GloRoots will be considered the same as payment made directly to Contractors, regardless of whether GloRoots remits or fails to remit the payment to Contractors. Clients also authorize GloRoots in its role as Payment Agent to:
- hold, disburse and retain payments on behalf of the Client pursuant to these Terms of Service, or otherwise instruct GloRoots’s Payment Service Providers to do so;
- issue refunds to Clients at the request of Contractors; and
- manage Client credit and debit card chargebacks.
- In accepting appointment as Payment Agent, GloRoots assumes no liability whatsoever for any acts or omissions of Contractors related to Agreements, forms, or these Terms of Service, failure by Contractors to provide the Services in accordance with Agreement, or failure by Clients to make payments owed to Contractors, and the Contractors understand that GloRoots’s obligation to pay Contractors is subject to and conditional upon GloRoots’s actual receipt of payment from Clients. Contractors further authorize GloRoots to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, GloRoots will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Contractors represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Contractors will be satisfied upon receipt of payment by GloRoots (or its Payment Service Provider, as applicable), and GloRoots (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that GloRoots (via its Payment Service Provider) does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against GloRoots, and not Clients. Contractors agree that GloRoots may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that GloRoots may deem necessary or prudent.
- Payments to Contractors. Clients may pay Contractors in any of GloRoots's supported currencies. Unless Client instructs GloRoots otherwise, Client will be charged in the currency indicated on the applicable Agreement, in the event a Client elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to GloRoots and the maturity of the forward will be selected based on payment date of the relevant Agreement with such Contractor. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Client before the Client completes the payment. Contractors may elect to be paid in any one of GloRoots's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Contractor.
- Communications from GloRoots. By creating an Account on our Platform you agree that we may contact you in relation to the Services.
- Electronic Signatures and Legal Notices.
- You agree that any signature or other electronic symbol or process attached to, or associated with an Agreement, form, certificate, or other document between you and GloRoots or you and another User with the intent to sign, authenticate or accept the terms of any such Agreement or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law and you hereby waive any objection to the contrary.
- You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.
- We may provide notices regarding activity and alerts electronically through your Account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
- We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, agreements, forms, invoices and other documents. Administrators and Users may elect to not receive certain notices through via text or SMS, but this will limit the use of certain Services.
- You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
- Contact us immediately via email to firstname.lastname@example.org, if you are or believe you are having problems receiving Notices.
- Interruption of Service. From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non pecuniary, resulting from the interruption of your use of the Services.
Intellectual Property. The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of GloRoots and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of GloRoots. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.
You, or the Business, as applicable, have all right, title and interest in the User Content you submit. Except as otherwise agreed in any Consultant Services Agreement, by submitting any User Content, you grant GloRoots and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants GloRoots any right, title or interest in any intellectual property rights of Client. GloRoots shall not use any name or logo of Client in any marketing or advertising materials without Client’s prior written consent.
- Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Website (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Website, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
- Links to Other Web Sites or Services. Our Services may contain links to third-party websites or services that are not owned or controlled by GloRoots. Our Services may also allow you to import or interface with third-party applications or services. GloRoots has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee that the offerings of any of these third-party, their services, or their websites. You acknowledge and agree that GloRoots will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms of service and privacy policies of any third-party web sites or services that you visit or interact with.
- Termination; Survival. We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of GloRoots; (iv) termination, suspension or expiration of any Consultant Services Agreement for any reason, as applicable, or (v) failure to make payment in accordance with the terms hereof or any Consultant Services Agreement. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.
- We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
- You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at email@example.com. Following such request, GloRoots shall close your Account as soon as reasonably practicable.
- Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, Appointment of GloRoots as Payment Agent, , Section Intellectual Property, Feedback, Indemnity and Limitations of Liability, Disclaimers, Arbitration and Class Action Waiver; and Confidentiality.
- Limitation of Liability; Indemnification.
- GloRoots is not an intermediary, advisor, agent or third party to Users with regard to any Agreement, and we take no responsibility for the quality or adequacy of any deliverables or services performed, User disputes and or content posted to the Platform by Users.
- GloRoots assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that GloRoots's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon GloRoots's actual receipt of payment from the Client.
- You agree to defend, indemnify and hold harmless GloRoots its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.
- Force Majeure. You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.
- GloRoots is not a law firm, and is not permitted to engage in the practice of law. GloRoots employees do not act as your attorney or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on GloRoots are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.
- The Platform provides Templates, Forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is comprised of a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients, and is not intended to be comprehensive of matters specific to your circumstances.
- At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.
- GloRoots and the Services are not a substitute for the advice of an attorney. Although GloRoots takes every reasonable effort to ensure that the Templates, Forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on the Platform is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, GloRoots cannot guarantee that all the information on the Platform is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.
- GloRoots is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. Your use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.
- Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.
- GloRoots makes no express or implied warranties or representations, and GloRoots has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.
YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER GLOROOTS NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
GLOROOTS AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
- Limitation of liability. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to GloRoots, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
IN NO EVENT WILL GLOROOTS, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.
Governing Law. These Terms will be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.
- Arbitration and Class Action Waiver. You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in San Francisco, California, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and GloRoots are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and GloRoots will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
- Confidentiality. “Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of GloRoots. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that GloRoots may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.
- Miscellaneous. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby cancelled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.
- Contact Us: If you have any questions regarding the Services, your Account, or these or Terms of Service. You can contact at firstname.lastname@example.org.