1. This Agreement defines the terms of the service agreement between you (referred to as “USER”) and the iProPal Platform (referred to as “iProPal” and/or “Platform”) concerning the remote professional service freelance hourly work as well as remote fixed price freelance project work (referred to as “work” or “hourly service work” or “fixed price project work”) carried out by the remote Professional during the term of this Agreement.

You understand that by using the iProPal platform, you are agreeing to be bound by this full user and service agreement including the on the platform listed here listed privacy agreement, fee agreement, Escrow agreement, how to manuals and non-disclosure agreements. If you do not accept this agreement in its entirety, you may not access or use the iProPal platform. If you agree to this agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this agreement. In that event, “User”, “you” and “your” will refer and apply to that entity.

2. iProPal Platform Overview

iProPal has created a unique ecommerce online platform known as www.ipropal.com which connects international businesses seeking for project related remote freelance experts or business services providers to trained professionals and business service providers and vice versa.

As Users you use the Client platform service and/or Professional platform service functions to advertise, locate, introduce themselves or/and projects to each other, screen and select each other, negotiate possible terms of engagement as well as fees, and enter into User Work Contracts/Agreements between each other. Once two Users enter a Service

Agreement/Assignment Contract with each other they must use the contract provided by iPro Pal and the iProPal Platform to collaborate, track the provided business work when agreement about hourly work has been made, communicate on tasks, invoice, pay or even end for the engagement.

iProPal does not ask for a platform- or usage fee from Users acting as Clients. iProPal does charge Professionals / Business Service Providers a fee for the basic use of the Platform and the services it provides.

iProPal also uses third-party payment processors (the “Payment Processor”) to link credit card and money transfer payments to the Platform. The payment processor providers the platform is working with is Paypal.com for IN or OUT payments. The processing of payments or credits, as applicable, about the use of the Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and the credit card issuer in addition to this Agreement. The platform is not responsible for any errors by the Payment Processor.

3. User Registration

3.1. Registration Process & Eligibility to register as a User which includes Clients and Professionals

Eligibility. To access our Services through Website, you must be a legal entity, or an individual of eighteen (18) years of age or older legally who can form legally binding contracts. To become a Registered User, you must accept all the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service and commit to the Platforms high quality standard.

1. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially

responsible for your use of the Platform and the purchase or delivery of services; and (3) perform your obligations as specified by any Project and or Hourly Agreement that you accept and / or form with other Users, unless such obligations are prohibited by law or by the Terms of Service

2. The iProPal Platform reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
3. To become a Registered User and to be allowed to sign contracts on the platform and provide business services or hire business service providers the User has to legally prove his the legal existence of his business. This needs to be done by providing the platform with the required business documents / tax information he will be asked for during the registration process.

Account

4. To become a Registered User and to access the iProPal Services you must register for an authorized Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness at all times.
5. Once you are fully registered with the Website as a Registered User, the Platform will create your Account and associate it with an account number.

Account Login

6. During this registration process the User will be asked to choose a username and password for the Account. As a User, you must agree that you are entirely responsible to safeguard and maintain the confidentiality of this username and password you use to access your account on the platform. The User automatically authorizes the Platform to assume that any person using the Platform with this username and password is you or is authorized to act for you.
7. You must keep your email  address current with us always in order to ensure that we are able to provide records and notices to you electronically. As the User you understand that you must notify us of any change in your email address or registered address as a professional by updating your Account information on the Platform.

8. Digital Signature by electronically registering for an Account on the Site, you are deemed to have executed this Agreement, including all including agreements effective on the date you register for your Account.
9. To keep the highest integrity of this platform, the User agrees that its account will be subject to periodic verification by the Platform and/or any third-party we employ to verify the businesses identify and its legal status. Upon the verification information evaluated by us, we may ask you for additional information to support your legal business status. If the User chooses for any reason to not comply with the platforms inquiry, then the iProPal platform reserves the right to terminate the User’s account without further notice.

4. Professionals

4.1. Performance

Users acting as Professionals according to the Full User & Service & Agreement Definition (User Agreement, Point 19 - Definitions) understand, fully agree and warrant that the Professional’s

Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights.

It will perform the Services hereunder in a professional and workmanlike manner,

The Deliverables Professional provides to Client are original, of acceptable high quality, free from defects in material and workmanship and will meet the requirements and conform to any specifications agreed between the parties.

 4.2. Warranty

The Professional confirms and warrants that it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,

it will comply with all applicable federal and other jurisdictional laws in Switzerland its professional services in performing the Services,

it has all rights to enter this Contract and there are no impediments to Professional’s execution of this Contract or Professional’s performance of Services hereunder.

4.3. Professional’s Service Payment & possible Fees

Professionals: The iProPal Platform is charging a fee per contract services from Professionals / Business Service Providers (User Agreement, Point 19 – Definitions).

For the transfer of payment, a credit card or PayPal transaction service charge is always applicable. For exact fees here see User Agreement - Point 8 - User Fees, Payment and Related Responsibilities.

5. Clients

5.1. Performance

Users acting as  Clients according to the Client definition (User Agreement, Point 19 - Definitions) understand and fully agree to not create, post or submit a Job / Project Proposal to the iProPal platform  to transmit any content or conduct any transaction that would violate any applicable law or regulation and not to post or submit a Job / Project Proposal to the Platform which is posted without the clear intention to engage, complete or fill the Job / Project or to generally post Job / Projects that are asking for free services, that are commission or equity compensation based.

User acting as Clients fully agree not to submit or deliver any content related to or containing any adult or sexually explicit material.

              5.2. iProPal platform services which the Client can choose to use at own responsibly

1. Professional placement/advertisement of the client’s project on the platform.

2. Direct use of the platforms unique search and match function to search for highly skilled  Professionals in the fields of Information Technology / Software Development; Web and Mobile Development; Design & Creative; Administrative Support; Sales and Marketing; Accounting and Finance; Business Consultancy; Writers and Translators.  
3. Direct use of the platforms Saved Freelancer/Skill Search Function to get alerts as soon as new matching Professionals become available on the platform.
4. Hiring/contracting of freelancers and business service providers for projects fully professionally processed via the iProPal online platform.  

        5.3. Client Fees

The iProPal Platform does not charge a fee for each contracted Professional from the User acting as Client.

     6. Service Delivery Agreement

6.1. Service Delivery Agreement / Contract

The engagement, contracting and management of a project or service are between a Client and a Professional. Upon acceptance of a quote the User acting as a Client agrees to purchase, and the User acting as a Professional agrees to deliver, the contracted services and related deliverables in accordance with the following agreements:

(A) the agreement between the Client and Professional which includes the Bids for Project Fixed Price Work, the full  description  of the services / projects work, proposed length and other terms and conditions as communicated via the iProPal Platforms communication tools between the Professional and the Client on the Website or proven other written form of communication, (B) these Terms of Service, and (C) any other content uploaded to the iProPal Platform (collectively the “Service Delivery Agreement / Contract”). The User understand and fully agrees not to enter any other contractual agreements in conflict with these Terms of Service. Any provision of a Service Delivery Agreement / Contract in conflict with these Terms of Service is void.

The Professional is fully responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner.

While the Clients has full responsibility for the needed instruction, management, inspection, approval and payment for satisfactory services and deliverables in clear accordance with the Service Delivery Agreement / Contract in a timely manner.

Users acting as Clients like Users acting as Professionals both covenant and fully agree to always act with good faith and fair dealing in performance of this Service Delivery Agreement / Contract.

6.2. Relationship Definition Client and Professional

Users acting as Professionals and Users acting as Clients both understand and fully agree that their relationship is that of independent contractors.

The Professional shall always perform services as an independent contractor and nothing in these Full User and Service Terms and Agreements shall be deemed to create a joint venture, agency,

or employer-employee relationship between the User acting as Client and the User acting as Professional and / or between the iProPal Platform itself and any User acting as Client or Professional.

Client is solely responsible for determining whether the Professional is its independent contractor or employee. The iProPal Platform disclaims any liability for that determination.

6.3. Service delivery agreements/contracts between Client and Professional 

             Hourly Engagements, Fixed Price and/or Miscellaneous Payments 

If Client and Professional enter a Service Delivery Agreement / Assignment Contract relationship and choose hourly compensation, and/or, if the Client makes miscellaneous payments to the Professional, Client and Professional both fully agree that they will be bound by an Hourly and Miscellaneous Payment Agreement with possible Third Party Payment Service Instructions, see Payment Agreement for Hourly Service, Project Fixed Price & Miscellaneous Services with Escrow Instructions -User Agreement, Point 9.

If Client and Professional enter a Service Delivery Agreement / Contract relationship and choose fixed price project compensation Client and Professional agree that they will be bound by the fixed price payment instructions, see Payment Agreement for Hourly Service, Project Fixed Price & Miscellaneous Services with Escrow Instructions -User Agreement.

7. Relationship between Users (Clients and Professionals/Business Service Providers) and the iProPal Platform

1. The User understand and agrees that the Platform is not responsible for the dealing, contracting and fulfillment of any Project or Service Delivery Agreement / Contract between a Professional and a Client.
2. The Platform does not introduce Professionals to Clients or takes the sole responsibility to help Users acting as Professionals find Engagements and / or keeping their professional business

services up that way by finding Clients for them. The iProPal Platform makes its provided services on the platform available to enable Professionals to identify and determine the suitability of Clients for themselves and it also enable Clients to identify and determine the best suitability of Professionals matching their specific project skill requirements. The iProPal Platform itself may though sort all Clients project placements as Professional’s profiles to enable all Users easily navigate the Platform easier and choose which Clients or Professionals to contact or which Projects to view first.

3. The Platform at no times takes any legal responsibility, nor has control over, makes no representations, and does not guarantee the quality or legality of Services offered or performed by Professionals

1. the truth or accuracy of Client’s Project’s Listings
2. the true identities, qualifications or background of Users
3. the ability of Professionals to deliver the Professional Services to the Clients satisfaction
4. the ability of Clients to pay for the Professional’s Service

4. The Users agree and understand that the iProPal Platform does not conduct or is responsible for conduction full background checks on other registered Users acting on the platform as Client or Professional.

8.   User Fees, Payment Base & Related Responsibilities

The User agrees that the iProPal Platform will charge the User a fee for the services provided by the platform if the service provided is not free of charge. Which services do have a fee and which services have a ZERO fee is to found in the following points 8. A, 8.B. and 8.C as well as points 8.1. to 8.9.

A. Fees for Users acting as Clients

Service Type - Clients contracting Professionals	Fee*	Time of Payment
One Time
Professional - Fixed Price	no fees for clients	-
Ongoing
Professional - Hourly Price	no fees for clients	-
Professional - Daily Price	no fees for clients	-

                *Additional Credit Card / Paypal Fee of 2% to 4% apply for every transaction per User.

        

B. Fees for Users acting as Professionals

Service Type         Professional	Fee*	Time of Payment
Project - Fixed Price	5% + applicable VAT per contract	Billed weekly
Project - Hourly Price	5% + applicable VAT per contract	Billed weekly

               * Additional Credit Card / PayPal Fee of 2% to 4% apply for every transaction per User.

1.  Users will be billed on the last date of the week on contracted hour rate.
2. All bills must be paid immediately upon the receiving of the invoice.
3. In Payment Processor is Six.com / SIX Payment Services.
4. Methods of IN Payment supported by the ipropal.com platform through SIX Payment Services

are Visa/Visa Electron; Mastercard; INT American Express; INT JCB; INT Maestro; INT V PAY;

INT MasterPass and INT PayPal.

5. Method of OUT Payment supported by the ProPal.ch platform through the OUT Payment PayPal.
6. Clients can pay their invoice through VISA and Mastercard Credit Cards or through PayPal.
7. For payments of Hourly Price Projects / Assignments the client has to trigger the payment manually on a weekly basis.
8. For Fixed Price Project / Assignment contracts the full invoice amount is charged from the client right after signing the contract and has to be paid before the Professional /Business Service Provider is allowed to start performing any kind of work for the Client.
9. Payments to Professionals from the iProPal platform will be executed based on the chosen method by the Professional. Additional charges between 2% and 4% will be applicable based

on the by the Professional chosen method.

10. If the Platform for any reason does not receive any amount of the payment that the User has   authorized to be paid through the use of the offered iProPal Platforms Payment Services the  User agrees to pay such amount immediately upon demand by iProPal.  With this the User also fully understands and agrees that this late payment or non-receiving of payment might result in possible interest charges, charges for lawyers or court charges.
11. The User also agree to pay any interest charges, attorneys’ fees and other possible costs of collection incurred by the Platform in collecting from the User the authorized but unpaid amount. In such case, the platform, at its option, stop processing any further payments made by you and apply any amounts then held iProPal on your behalf toward any deficiencies, losses or costs that we have incurred because of your use of the platforms billing and payment services.

12. The iProPal platform reserves the right to change service fees, processing fees or any other fee that could be charged by the platform at any time, at the sole discretion of the iProPal Platform and upon reasonable notice posted in advance on the Platform. No refunds of fees already paid will be given.

 9. Payment Agreement & Process for Project Fixed Price & Miscellaneous  

     Services with Escrow Instructions

9.1. Agreement with Escrow Instruction Process

If Client and Professional enter into a Fixed Fee Service Contract for a Fixed Price Project/Assignment, if Client makes a miscellaneous payment to Professional, this Fixed Price and Miscellaneous Payment Agreement with Escrow Instructions (this “Escrow Agreement”) applies.

To the extent permitted by applicable law, we may modify this Escrow Agreement, and the Escrow Agreement Instructions it contains, without prior notice to you, and any revisions to this Agreement will take effect when posted on the Propal.ch Platform, unless otherwise stated in the revised Agreement. Please check the ProPal.ch Platform often for updates.

This Escrow Agreement hereby incorporates all terms, conditions, policies, and guidelines on the Platform which includes The Full User Terms & Agreement.

9.2. Digital Signature Importance for Hourly Fee Work and Service Contracts as well as Fixed Price Project Work Service Contracts

By electronically awarding or accepting an Hourly Engagement by click, submitting or approving a miscellaneous invoice, or making a bonus payment on the Platform, Users acting as Clients and Users using as Professionals are deemed to have executed this Payment Agreement or Escrow Agreement electronically, effective as of the time and date the User acting as Professional electronically accepts the Engagement via the ProPal.ch Platform. By clicking and confirming to create an offer, the User acting as Client gives full authorization to the iProPal Platform to charge their payment for the method for services provided by a Professional through the Platform.  

Electronically agreeing to do so constitutes your acknowledgement that you are able to electronically receive, download, and print this Payment Escrow Agreement, including its Escrow Instructions here.

9.3. Hourly Price / Hourly Fee Work Payment Instructions – Use of timesheets

These Escrow Instructions hereby incorporate the Full User Terms and Agreement (“Platform User Agreement” or “Platform Terms”).

The User acting as Professional must record hours spent providing the agreed professional hourly Services for the Engagement in weekly timesheets via the Platform by 23:59 Central European Time, Zurich, Switzerland each Sunday following the week in which the agreed professional hourly services have been performed (referred to as the “Service Time Tracker Deadline”).

The User acting as Professional irrevocably authorizes and instructs the iProPal Platform, as its agent in this case, to (a) create an invoice on behalf of User acting as Professional for payment due based upon the hours recorded on the weekly timesheet before the Service time Tracker Deadline ends; and then (b) submits the invoice on behalf of the User acting as Professional for full payment to the User acting as Client.

By recording the agreed professional hourly service time on a timesheet and so allowing the Platform to create an invoice which is based on that tracked timesheet the User acting as Professional fully warrants (c) that he/she has completed the agreed upon Professional Hourly Service Work fully, satisfactorily and to highest standards and at the same time (c) that the by the Professional reported performed Professional Hourly Service Work Hours are fully true, accurate and complete.

The User acting as the Client agrees that he must review and approve the weekly timesheets not later than by 23:59 PM Central European Time, Zurich, Switzerland of the Friday following the submission date  of the provided timesheet (referred to as  “Review Period of Timesheets”). During the Review Period of Timesheets and except where the Member Contract includes the Payroll Services Agreement, Client may approve time, reject time, or file a Dispute as to some or all of the time recorded on the timesheet.

On the Friday of the week following the submission date of the timesheet the User acting as Client will be deemed to have approved all unrejected or undisputed tracked time.  The Platform will make payment as described here in the Full User Agreement Terms and Agreement.

9.4. Fixed Price Project Work Payment Instructions - Escrow Fixed Price Project Payment Release and Payment Delivery via the Platform

These Escrow Instructions hereby incorporate the Full User Terms and Agreement (“Platform User Agreement” or “Platform Terms”).

If a User acting as a Client or a User as a Professional enter into a Fixed Price Contract, these Fixed-Price Escrow Instructions (referred to as “Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts.

To the extent permitted by applicable law, iProPal may modify these Escrow Instructions without prior notice to the Users, and any revisions to these Escrow Instructions will take effect when posted on the iProPal Platform unless otherwise stated and explained prior. All Users are asked to check the iProPal Platform and its Terms and Conditions often for change related information or updates.

9.5. Escrow Fixed Price Project Payment Release and Payment Delivery via the Platform

The Users acting as Professional and Client irrevocably authorize and clearly instruct the Platform to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to

their Freelancer Escrow Account or Client Escrow Account, as applicable, via the Site, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law.

The amount of the Release will be delivered to the applicable Escrow Account in accordance with Professional’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

The amount that will always have to be taken from the Client will be 100% of the Fixed Price Project Amount that the Client and the Professional have agreed on and as stated in the assignment contract between the two parties.

The Client needs to provide the full Escrow Amount right after the signing of the contract with the Professional, before the the Professional is allowed to start any kind of work for the Client.

9.6. Escrow Payment Release Terms

As used in these Escrow Instructions, “Release Condition” means any of the following:

Client clicks to release funds to Professional. The Professional cancels the contract before a milestone payment has been released.

The Client only has to release the full payment in the Escrow account to the Professional when the full work / assignment has been finished to a satisfactory standard by the Professional / Business Service Provider.

            10. Intellectual property regulations & ownership of work

10.1. Ownership of work, product and intellectual property

Upon the Professional’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof.

If the contracted Professional has any Intellectual Property Rights to the Work Product which is

not owned by Client upon the Professionals receipt of payment from Client, the Professional hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, the Professional retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights.

The Professional hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.

10.2. Possible technology used by Professional in the background

The Professional has to disclose in the Engagement Terms any technology used in the background which he/she proposes to incorporate into the Work Product contracted by the Client or upon which use or distribution of the Work Product will depend. If the User acting as Professional discloses no Background Technology the Professional warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. The Professional will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified,

(1) the name and any associated version number

 (2) the applicable license or licensing terms

(3) if the item has been modified in any way by the Professional

(4) how the item has been incorporated into, is used by, or is relied upon by the Work Product.

Unless otherwise agreed in the Engagement Terms with the Client the Professional agrees that it will not incorporate into Work Product or otherwise deliver to the Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product be:

(a) disclosed or distributed in source code form

(b) be licensed for the purpose of making derivative works or

(c) be redistributable at no charge.

10.3. Material owned by the Client

Material owned by the Client defines any intellectual property, documents, requests, software and any other information or materials that a User acting as a Client provides to a User acting as a Professional in order to make sure that the contracted Professional is able to perform Professional Service Work he got hired to do.

The Client grants the contracted Professional a limited, non-exclusive, at any time revocable at Client’s sole discretion the temporary right to use the Client Materials as necessary. This is granted solely for the performance of the Professionals service under the applicable Service Contract. The Client reserves all other rights at all times which includes without limitation, all Intellectual Property Rights, in and to the Client Materials.

Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Professional’s premises, systems, or any other equipment or location otherwise under the contracted Professional’s control.

Within fourteen days of such requested performance from the Client the Professional agrees to provide a written and signed certification to the Client that he/she has returned or destroyed all Client Materials and Work Product as described above.

 11. Non-circumvention / ownership

The User understands as well as clearly agrees that, pursuant to and for the reasons stated in the User Agreement, for 12 months from the time you identify or are identified by any party through

the iProPal platform, you must use the Platform as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party.

Clients agree to use the iProPal Platform’s Billing and Payment Services for the conduction and processing of all payments to Professionals. This applies to hourly paid as well as fixed price projects on first-time project contracts as well as on repeat or follow-on project contracts. The User also agrees not to take any action directly or indirectly to circumvent the Payment & Billing Services provided via the Platform or any associated fees. Professionals agree to receive all payments from Clients identified through the Platform whether first-time, repeat, or follow-on.

 12. Warranty Disclaimer 

Platform is still a test product and its accuracy and reliability are not fully guaranteed. User shall not rely exclusively on Platform for any reason. User waives any and all claims User may have against Company arising out of the performance or nonperformance of

platform.

 13. No Warranty as to each registered User's purported identity

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

 14. User Confidential Information

To the extent that a User acting as Client or a User acting as a Professional provides confidential information to the other party, the recipient will protect the secrecy of the Confidential

Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and will:

(1) not disclose or permit others to disclose another’s confidential information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (2) not use or permit the use of another’s confidential information, except as necessary for the performance of contracted Professional Services.

(3) limit access to another’s confidential information to its personnel who need to know such information for the performance of the contracted Professional Service.

 User Non-Disclosure Agreement during BETA TESTING

The User understands and agrees that this NDA agreement is part of the Full Platform User Terms & Agreement effective, between the Platform and the User in which Candidate/Tester who agrees to register, is part use and test a platform known as ipropal.com and keep the Platform aware of the test results.

Company shall provide the User with access to the testing platform and any necessary documentation. The User shall test Platform under normally expected operating conditions in Users environment during the test period. The User shall gather and report test data as agreed upon with Company. User shall allow Company access his/her profile on platform if necessary for inspection, modifications and maintenance.

The Platform and its Software is proprietary to, and a valuable trade secret of, the Platform. It is entrusted to the user only for the purpose set forth in this Agreement.

The User will not, without Platforms prior written consent: (a) disclose any information about the platforms design and performance specifications, its code, and the results of the beta test to anyone

other than the platforms employees who are performing the testing and who shall be subject to nondisclosure restrictions at least as protective as those set forth in this Agreement;

(b) copy any portion of Software or documentation, except to the extent necessary to perform beta testing; or (c) reverse engineer, decompile or disassemble Software or any portion of it.

Term of Non-Disclosure Agreement

The test period shall last until the software is released for production by Company. This Agreement shall terminate at the end of the test period. The restrictions and obligations contained in Clauses 3, 4 and 5 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Candidate/Tester its successors, heirs and assigns.

15. Third Party

As part of our services and the related features and functions, you may encounter materials from third parties and/or hyperlinks to other Content, resources, or web sites. Because we have no control over third parties and their related materials, you acknowledge and agree that the iProPal Platform shall not be responsible or liable for any alleged damages you may have incurred either directly or indirectly.

16. Limitation of Liability 

iProPal shall have no liability to the User for any consequential, special or indirect losses including without limit loss of revenues, profits, contracts, business or anticipated savings damage to or loss of goodwill, reputation or data.

Without prejudice to the foregoing, the total aggregate liability to the User under and/or arising in relation to this contract shall not exceed the total amount of the contract.

Nothing in this contract shall exclude or limit the iProPal liability for negligence or any liability which is due to fraud or any other liability which iProPal is not permitted to exclude or limit as a matter of law.

A person who is not a party to this Contract has no right under the contracts.

17. Miscellaneous Terms and Conditions

17.1. Severability

If at any time any provision of this Agreement or any part thereof is or becomes invalid or unenforceable, then neither the validity nor the enforceability of the remaining provisions or the remaining part of the provision shall in any way be affected or impaired thereby. The Parties agree to replace the invalid or unenforceable provision or part thereof by a valid or enforceable provision which shall best reflect the Parties' original intention and shall to the extent possible achieve the same economic result.

 17.2.  Applicable law and jurisdiction

Swiss law will apply exclusively to these General Terms and Conditions and all legal relations between iProPal and User.

Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the competent court where the Seller is domiciled, i.e. at the ordinary court of Zurich.

17.3.  Platform Domain

           ALLPS GmbH and the platform have the right to change the domain of the iProPal online

           platform to a different domain at any time  if that is needed. A change of the domain

           where the platform is simply hosted has no effect or does not change this User

           agreement  and the User’s or the platforms rights and regulations in any way. The User

           fully agrees to and understands this point.    

18. Disputes

While the high majority of work done between businesses goes smoothly for both parties, it's inevitable that an occasional dispute can arise. ALLPS GmbH as well as ipropal.com are not taking any responsibility of any kind for the outcome of projects, assignments and/or contracts and is not providing in any form or fashion a guarantee or liability for the handling or outcome of possible disputes between parties.

In case of a dispute of any kind both contract parties always first have to try to solve the dispute by themselves. ipropal.com only offers the possibility to act as an Ombudsman trying to simply help both parties to communicate and assist in finding a possible satisfactory solution or compromise for all parties involved.

If a User acting as a Client or a Professional / Business Service Provider would like to use the platforms Dispute Assistance Service, the dispute has to be registered with ipropal.com / Allps GmbH no later than 28 calendar days after the contract between the parties has ended. Disputes registered later than 28 days after a contract has ended are excluded from the ipropal.com Dispute Assistance Service.

To register a dispute with ipropal.com the User has to follow the workflow of sending an Email to support@allps.ch providing his Platform-Username, full contact details, the name / contract number of the disputed contract as well as the name of the other User party the User has signed the contract with. The User needs to fully describe the disputed event and which measurements to solve the issue have been taken so far. All of these information have to be provided in order to register the dispute and asking for assistance.

19. Definitions

“User” defines any legally registered and by the Platform authorized individual or business who meets the Platforms requirements to register as a User and fully agrees to the Platforms Full User Agreement & Terms and Conditions.

“Freelancer”/ “Professional”/ “Business Service Provider” defines any  validly registered and authorized User using the iProPal Platform to advertise and provide its Professional Services offered by as a business identity, meaning the User can confirm that he is working and performing all activities remotely either from his own office or another location but which no time is owned or rented by the client.

“Client” defines any authorized User that is validly registered through the Site and seeks to obtain Business Services from another authorized Users / Professionals  on the platform.

“Platform” defines the iProPal website ecommerce platform in form of www.iProPal.com.

 “Project” defines a piece of work that a User acting as a Client places on the platform with intention to find a Professional to fulfill this piece of work remotely as an assignment. Also, it defines this piece of work that a Professional agrees via the Service Delivery Agreement / Contract to perform and deliver for the Client.

 “Hourly price”/ ” hourly fee work” defines a Service Contract or Project where by a Client pays for Service charges based upon an hourly rate as determined by the Professional and Client.

“Fixed price”/ ”fee project”  defines a Service Contract or Project where by a Client pays a fixed price for Service charges based upon a fixed price for the completion of the project as determined by the Professional and Client.

'Escrow Account' defines a fully virtual account where money is deposited on Commencement of the Job or Project and is only released in accordance with these related terms and conditions.

“Platform User Agreement” or “Platform Terms” define the iProPal Platform’s Full Platform User Terms & Agreement.

“Intellectual Property Rights" defines here any and/or all intellectual property rights, existing worldwide and the subject matter of such rights, including: (1) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trademarks, and any right to have confidential information kept confidential; and (2) any application or right to apply for registration of any of the rights referred to in paragraph (1), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.

“Site Policies” this defines the Terms of Service and all obligations, requirements, and guidelines contained in or linked with in User Agreement, the Policies and Conditions. Full list of Site Policies can be viewed here (connect a link)

 “User Service Delivery Agreement / Contract” defines the agreement between the User acting as a Client and the User acting as a Professional defining the services the Client is requesting from the Professional and the services the Professional is performing and delivering for the Client.

September, 2017