Non-Disclosure Agreement
By registering in the
web platform https://my.oneforma.com (the "Website")
and any of its subdomains, the Website user (the "CONTRACTOR")
is entering, in the terms set forth herein, into a binding agreement with Centific Global Solutions, Inc. , a company with registered offices at 14980 NE 31st Way,
Suite 120, Redmond, WA 98052, the USA; its parents, subsidiaries, and other
corporate affiliates("the COMPANY"). The CONTRACTOR may obtain
further information on the COMPANY under the section "About us" of
the Centific Website, https://www.centific.com/.
Each of the Company and
Contractor is a "Party" and collectively, the "Parties."
In consideration of
Contractor’s independent contracting relationship with the Company (the
"Relationship"), which Contractor acknowledges to be good and
valuable consideration for Contractor’s obligations hereunder, the Parties
hereby agree as follows:
1. Confidential Information
a. Protection of Information
Contractor understands
that, during the Relationship, the Company intends to provide Contractor with
information, including Confidential Information (as defined below), without
which Contractor would not be able to perform Contractor’s duties to the
Company. Contractor agrees, at all times during the term of the Relationship
and thereafter, to hold in strictest confidence, and not to use, except for the
benefit of the Company to the extent necessary to perform Contractor’s
obligations to Company under the Relationship, and not to disclose to any
person, firm, corporation, or other entity, without written authorization from
the Company in each instance, any Confidential Information that Contractor
obtains, accesses, or creates during the term of the Relationship, whether or
not during working hours, until such Confidential Information becomes publicly
and widely known and made generally available through no wrongful act of
Contractor or of others who were under confidentiality obligations as to the
item or items involved. Contractor further agrees not to make copies of such
Confidential Information except as authorized by the Company.
b. Confidential Information
For purposes of this
Agreement, "Confidential Information" includes, but is not limited
to, all information not generally known to the public, in spoken, printed,
electronic, or any other form or medium, relating directly or indirectly to:
compensation, benefits, personnel data and decisions, business processes, business
decisions, practices, methods, policies, plans, publications, documents,
research, operations, services, strategies, techniques, agreements, contracts,
terms of agreements, transactions, potential transactions, negotiations,
pending negotiations, know-how, trade secrets, computer programs, computer
software, applications, operating systems, software design, web design,
work-in-process, databases, manuals, records, articles, systems, material,
sources of material, supplier information, vendor information, financial
information, results, accounting information, accounting records, legal
information, marketing information, advertising information, pricing
information, credit information, design information, payroll information,
staffing information, personnel information, employee lists, supplier lists,
vendor lists, developments, reports, internal controls, security procedures,
graphics, drawings, sketches, market studies, sales information, revenue,
costs, formulae, notes, communications, algorithms, product plans, designs,
styles, models, ideas, audiovisual programs, inventions, unpublished patent
applications, original works of authorship, discoveries, experimental
processes, experimental results, specifications, customer information, customer
lists, client information, client lists, manufacturing information, factory
lists, distributor lists, and buyer lists of the Company or any existing or
prospective customer, supplier, investor, or other associated third party, or
of any other person or entity that has entrusted information to the Company in
confidence.
Contractor understands
that the above list is not exhaustive, and that Confidential Information also
includes other information that is marked or otherwise identified as
confidential or proprietary, or that would otherwise appear to a reasonable
person to be confidential or proprietary in the context and circumstances in
which the information is known or used.
c. Unauthorized Use
d. Required Disclosures
The terms of this
Agreement, including but not limited to the provisions regarding Confidential
Information, nondisclosure and non-solicitation, do not restrict or impede, in
any way, and shall not be interpreted or understood as restricting or impeding,
Contractor from exercising protected rights, including Contractor’s rights
under Section 7 of the National Labor Relations Act, or otherwise disclosing
information as permitted by law, to the extent that such rights cannot be
waived by agreement or from complying with any applicable law or regulation or
a valid order of a court of competent jurisdiction or an authorized government
agency, provided that such compliance does not exceed that required by law,
regulation, or order. Contractor shall promptly provide written notice of any
such order to the Company.
e. Notice of Immunity
Pursuant to the Economic
Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 and
notwithstanding any other provision of this Agreement:
f. Breach
Contractor further
agrees that it shall: (i) immediately notify the Company, in writing, of any
breach of this Agreement; (ii) fully cooperate with the Company to mitigate the
effect of such breach; and (iii) be responsible for any breach of this
Agreement caused by any third party to whom or to which Contractor has provided
or given access to the Confidential Information.
g. Personal Information
Contractor may obtain,
as part of the Confidential Information, personal information about various
individuals, including employees of the Company. Contractor, and any third
party to whom or to which Contractor provides the Confidential Information,
will comply with all applicable laws with respect to the use and maintenance of
such Confidential Information, including without limitation any applicable data
and privacy protection laws.
2. No Company Warranties or Representations
Neither the Company nor
any of its representatives, agents, or clients make any representation or
warranty, express or implied, as to the accuracy or completeness of the
Confidential Information nor shall any of them be responsible for or be liable
to Contractor for any expenses, losses, or actions incurred or undertaken by
Contractor as a result of Contractor’s use of the Confidential Information.
3. No Transfer of Rights, Title, or Interest
The Company retains its
entire right, title, and interest, including all intellectual property rights,
in and to all Confidential Information, and no disclosure of Confidential
Information hereunder shall be construed as a license, assignment, or other
transfer of any such right, title, and interest to Contractor or any other
party.
4. Remedies
Contractor acknowledges
and agrees that any breach or threatened breach of this Agreement by Contractor
or any third party to whom or to which Contractor has provided or given access
to the Confidential Information may cause the Company irreparable harm, and
therefore Contractor agrees that the Company will be entitled to seek
extraordinary relief in court, including, but not limited to, specific
performance and injunctive and other forms of equitable relief without the
necessity of posting a bond or other security (or, where such a bond or
security is required, Contractor agrees that a $1,000 bond will be adequate).
The aforementioned equitable relief shall be in addition to, not in lieu of,
legal remedies, monetary damages, or other available forms of relief.
5. Adult contents waiver
Contractor is aware of
the possible existence of adult contents in materials transmitted as part of
work projects through the Web site and, as a result of this, accepts the
mentioned possibility, waiving all claims arising from this fact.
6. Non-solicitation
As described above, Contractor
acknowledges and agrees that the Company’s Confidential Information includes
information relating to the Company’s employees, consultants, customers, and
others, and that Contractor will not use or disclose such Confidential
Information except as authorized by the Company. Contractor further agrees as
follows:
a. Employees and Consultants
Contractor acknowledges
and agrees that, during the term of the Relationship and for twelve (12) months
following the termination of the Relationship either by Contractor or the
Company for any reason, Contractor shall not, directly or indirectly, solicit,
induce, recruit, or encourage any of the Company’s employees or consultants to
terminate their relationship with the Company, or attempt to solicit, induce,
recruit, encourage, hire, make an offer to, or take away employees or
consultants of the Company, or to be employed or perform services outside of
the Company either for Contractor or for any other person or entity.
b. Other Parties
Contractor agrees that,
during the term of the Relationship, Contractor will not negatively influence
any of the Company’s clients, licensors, licensees, or customers from
purchasing the Company’s products or services or solicit or influence or
attempt to influence any client, licensor, licensee, customer, or other person
either directly or indirectly, to direct any purchase of products and/or
services to any person, firm, corporation, institution, or other entity in
competition with the business of the Company.
7. Non-compete Practices
According to the terms
established under the NDA, Contractor shall not use its cooperative
relationship with Company to solicit Company's clients or attempt to obtain
their contact information and, in particular, shall not contact such clients
directly in its own right. Additionally, if any of Company's clients should try
to establish contact with Contractor, Contractor shall first ask for consent
from Company. Without Company prior consent, Contractor shall undertake to
desist from any form of business cooperation with such clients. In the event of
a breach of this provision, or of any of the provisions established under the
NDA, Company reserves the right to take further action against Contractor,
including the claiming of damages.
8. Work Environment
Contractor undertakes to
do its utmost to guarantee the best possible anti-virus protection at all
times, in a manner that ensures that all jobs delivered to Company by virtue of
this Agreement do not prejudice the computer installations, systems and/or
programs of the Company and/or third parties. Contractor shall work either from
home or an office environment where access is secure and privacy is ensured.
Contractor shall not work from Internet Cafés, Coffee Shops, or any other
public, high traffic areas. Privacy Screen – If working from an office
environment, a Privacy Screen should be installed.
9. Assignment
a. Assignment by Company
To the extent permitted
by law, the Company may assign this Agreement to any subsidiary or corporate
affiliate, or to any successor or assign (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business or assets of the Company.
b. No Assignment by Contractor
Contractor shall not
assign or transfer any of Contractor’s rights or obligations hereunder without
the prior written consent of the Company. Any purported assignment by
Contractor shall be null and void from the initial date of purported
assignment. If the Company expressly authorizes Contractor in writing to
subcontract to third parties for the purposes of carrying out the job
commissioned, Contractor shall be bound to advise such third parties of the
obligations established in this agreement and shall remain jointly and
severally liable for any breach of this Agreement by such parties
10. Jurisdiction
This Agreement will be
governed by, and construed in accordance with, the laws of the State of
Washington, without regard to its conflicts of laws provisions. Each party
hereby irrevocably submits to the exclusive jurisdiction and venue of the state
and federal courts residing in King County, Washington for all matters and
actions arising under this Agreement.
11. Notices
All notices must be in
writing and addressed to the relevant Party at its address set out in the
preamble (or to such other address such Party specifies in accordance with this
Section 8). All notices shall be deemed to have been given: (a) when delivered
by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c)
on the date sent by facsimile or e-mail of a PDF document (with confirmation of
transmission) if sent during normal business hours, and on the next business
day if sent after normal business hours; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage
prepaid.
12. Entire Agreement
This Agreement is the
entire agreement of the Parties regarding its subject matter, and supersedes
all prior and contemporaneous understandings, agreements, representations, and
warranties, whether written or oral, regarding such subject matter. This
Agreement may only be amended, modified, waived, or supplemented by an
agreement in writing signed by both Parties.
TERMS AND CONDITIONS FOR REGISTRATION IN ONEFORMA AS INDEPENDENT CONTRACTOR (Freelance Vendor)
[Last updated: (on January 20, 2023)]
YOUR AGREEMENT
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using, viewing, or creating an account on the https://my.oneforma.com platform (“OneForma”). Your access to and use of the OneForma is conditioned on and subject to your acceptance of and compliance with the Terms and any of its changes, edits, and updates that may be made from time to time by CENTIFIC GLOBAL SOLUTIONS, Inc. (“CENTIFIC”). The Terms apply to all visitors, users, viewers, and others who access or use OneForma.
By providing any service/taking on any project assigned on the OneForma platform, you confirm you have entered into a service agreement between you (“YOU”, as an independent contractor) and CENTIFIC which incorporates the Terms, the relevant provisions under the Governing Law, description of services or statement of work, and other writings mutually agreed by the parties (the “Agreement”). In the event of any conflict between the Terms and Conditions and any prior agreement with YOU regarding the subject matter, this Terms and Conditions shall prevail.
By registering or using OneForma, YOU consent to any and all uses and displays, by CENTIFIC or the Project Owners, of your name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio, and video recordings, digital images, websites, television programs, and advertising, other advertising, sales, and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media, at any time and for all legitimate business purposes of CENTIFIC or the Project Owners (“Permitted Uses”). YOU hereby forever release CENTIFIC or the Project Owners and their directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after Term of the Agreement, in connection with any Permitted Use.
By registering or using OneForma, YOU agree to be bound by the Agreement. If YOU disagree with any or all parts of the Agreement, then YOU may not register on OneForma.
1.1. Role of CENTIFIC
OneForma is a platform owned by CENTIFIC with its business address located at 14980 NE 31st Way, Suite 100, Redmond, WA 98052, and contact email [email protected]
CENTIFIC offers the OneForma platform to enable its users to enter into Agreement at their sole discretion and own choices. YOU provide services to third parties who assign the work or projects on OneForma or to CENTIFIC (“Project Owner”). Any services or work performed by YOU under this Agreement are for the Project Owners, and are outside the usual course of business of CENTIFIC (“Services”).
1.2. Scope of Work
YOU shall provide the Services set forth on the statement of work (“SOW”) executed by YOU and the Project Owner, in accordance with the performance standards set forth on the SOW and on the terms and conditions contained in this Terms (each, a “Project”). YOU agree to perform all Services by yourself, or only through any other persons approved in advance in writing by the Project Owner (any person approved, is referred to as “Project Personnel”). YOU acknowledge and agree that all Project Personnel are subject to CENTIFIC’s continuing acceptance and that CENTIFIC expressly reserves the right at any time to reject any Project Personnel, for any reason.
CENTIFIC reserves the right to terminate the Agreement or any SOW at any time without any liabilities to YOU provided that, if YOU have provided a substantial portion of the Services prior to the date of termination of an SOW, YOU and the Project Owner shall negotiate in good faith for a reduced fee.
1.3. Deliverables
YOU will deliver to the Project Owner the deliverables, designs, modules, software, products, documentation, and other materials specified in the SOW (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth in the SOW.
1.4. Place of Work
CENTIFIC will not provide YOU with a permanent place of work or require YOU to perform the Services at any specifically designed location. YOU shall determine, at your sole discretion the place of work for each project. For any project that requires YOU to work on-site, YOU reserve the absolute right to not take on such a project.
1.5. Independent Contractor
YOU are an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between CENTIFIC and YOU or any Project Personnel. YOU have no authority to bind CENTIFIC or the Project Owner by contract or otherwise. YOU will perform Services under the general direction of the Project Owner, but YOU will determine, in your sole discretion, the manner and means by which Services are accomplished, subject to the requirement that YOU will at all times comply with applicable law.
YOU hereby expressly waive your right to file, pursue, or receive any monetary compensation relating to any legal actions or claims against CENTIFIC or the Project Owner relating to the misclassification of status.
1.6. Your Representations
By entering into the Agreement, YOU represent and warrant to CENTIFIC that:
2.1. Term
This Agreement shall become effective as of the date you register as an account holder with OneForma, and shall continue in effect until terminated by mutual agreement of YOU and CENTIFIC or by either party according to Section 2.2.
2.2. Termination
Notwithstanding anything to the contrary in the Agreement, CENTIFIC may terminate your registration on OneForma for any or no reason, at any time upon a 30 days’ prior written notice to YOU. In addition to any remedies that may be provided in the Agreement, CENTIFIC may immediately terminate the Agreement upon notice to YOU if YOU:
YOU may terminate the Agreement by deleting your account from OneForma. In such case, YOU shall provide CENTIFIC with a written statement indicating the total amount owed to YOU by CENTIFIC as of the date of termination. CENTIFIC will make payment for such amount in accordance with the terms and procedures as set forth in Section 3 of this Terms.
You understand and acknowledge that the closure of any Project or termination of any SOW does not automatically terminates this Agreement. You further acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not automatically terminate any SOW. If you attempt to close your account on OneForma while having one or more ongoing Projects, you agree that CENTIFIC has the right (but no obligation) to notify the Project Owner of your closed account status, and you will continue to be bound by this Agreement and the SOW until all such Projects have closed and your access to the OneForma has been terminated.
2.3. Consequence of Termination
Upon expiration or termination of the Agreement for any reason, or at any other time upon CENTIFIC or the Project Owner’s written requests, YOU shall within three days after such expiration or termination:
Except as otherwise required by law, if your account is closed, you will no longer have access to information or material you kept on OneForma and any content stored in your account may be deleted, for which CENTIFIC expressly disclaims liability. CENTIFIC may retain some or all of your account information as permitted or required by law and the Privacy Policy.
3.1. Payment Methods
Payments are made through Payoneer in default. By signing up with Payoneer or by providing payment information through OneForma to Payoneer, YOU acknowledge and agree that: (a) your account with Payoneer and any associated fund management services is governed solely by the terms and conditions of Payoneer; (b) CENTIFIC is not responsible to YOU for fund management services provided by Payoneer and that CENTIFIC makes no representations or warranties regarding such services; (c) CENTIFIC will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on the fund management services provided by Payoneer; and d) YOU irrevocably waive any claim against CENTIFIC and its affiliates with respect to such fund management services. If YOU prefer other payment methods, please send an email to [email protected]
YOU further acknowledge and agree that CENTIFIC is not liable for any failed payment as a result of any limit by applicable law or the financial institution provided by YOU, or if a financial institution fails to honor any credit or debit to or from an account associated with your Payoneer account or any other payment method as agreed between YOU and CENTIFIC. CENTIFIC will make commercially reasonable efforts to work with YOU to resolve such transactions in a manner consistent with this Agreement and any applicable law.
3.2. Time Record and Invoices
YOU are responsible for submitting payment information timely and accurately through OneForma (“Payment Information”). Payment Information submitted on or before the 25th of each month will be paid around the 10th of the following month. If a Project requires YOU to record actual working hours, YOU shall accurately record your working time for performing the Services (“Timecard”).
Upon receipt of the Payment Information and Timecard (if applicable), CENTIFIC will conduct a review and reserve its right to raise a dispute on the amount or time indicated in such supporting documentation. Any disputed amount shall be resolved by the parties on friendly and good-faith negotiation within fifteen calendar days from the date when a dispute is raised.
YOU are obligated to notify CENTIFIC of any incorrect payment within three months upon receipt of the payment. Your failure to provide notification to CENTIFIC within the required timeframe indicates your waiver of the right to seek underpayment from CENTIFIC and CENTIFIC’s payment obligation under the applicable Payment Information shall be deemed as fully satisfied.
YOU are obligated to return any overpayment made by CENTIFIC and YOU hereby expressly agree and authorize CENTIFIC to withhold such overpayment from any amounts due to YOU.
CENTIFIC’s payment obligation is subject to the following conditions: (1) Your satisfactory completion of the Services; (2) Your provision of the supporting documents reasonably required by CENTIFIC, including without limitation to the invoices, Timecard, your tax ID, and your withholding agent information, etc.
3.3. Currency and Payment Procedure
Payment will be made in either USD, RMB or any other currency at CENTIFIC’s sole discretion, depending on the Project Owners and Services YOU choose to perform. For detailed information, please refer to our Payment Guidelines, available at
3.4. No Obligation to Others
Other than the payment for Services specified in the Agreement, neither YOU nor any of the Project Personnel shall be entitled to any direct or indirect payment for Services performed under the Agreement.
3.5. No Obligation to Pay Expenses
YOU shall be responsible for any and all of your out-of-pocket expenses, including without limitation, travel and other business expenses incurred by YOU or your own employees, agents, or contractors in the performance of the Services under the Agreement. Neither CENTIFIC nor the Project Owners shall be liable for any expense incurred by YOU or your employees, agents, or contractors to carry out the duties under the Agreement.
3.6. Taxes
For U.S. taxpayers, YOU will receive IRS Form 1099 from CENTIFIC and YOU shall be solely responsible for all federal, state, and local taxes. YOU shall provide CENTIFIC with a valid tax ID before receiving any payment from CENTIFIC. YOU acknowledge and agree that CENTIFIC will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on your behalf, unless applicable law otherwise requires. YOU shall indemnify CENTIFIC against, all such taxes or contributions, including penalties and interests.
For taxpayers in any other jurisdiction, YOU shall be solely responsible for any tax on the payment YOU receive from CENTIFIC. In the event that any tax withholding on behalf of YOU is mandatorily required by applicable laws, CENTIFIC will withhold the appropriate tax amount from the payment earned without prior notice to YOU, either directly through CENTIFIC or indirectly through CENTIFIC’s tax withholding agent.
4.1. Disclosure of Work Product
YOU will, as an integral part of the performance of Services, disclose in writing to CENTIFIC or the Project Owner all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that YOU may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for a patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Work Product”). Work Product includes without limitation any Deliverables that YOU deliver to CENTIFIC or the Project Owner pursuant to the Description of Service.
4.2. Ownership of Work Product
YOU acknowledge and agree that, to the fullest extent permitted by applicable law, each item of Work Product will be a work made for hire owned exclusively by the Project Owner. YOU agree that regardless of whether an item of Work Product is a work made for hire, all Work Product will be the sole and exclusive property of the Project Owner. YOU hereby irrevocably transfer and assigns to CENTIFIC and the Project Owner, and agrees to irrevocably transfer and assign to CENTIFIC and the Project Owner, all right, title and interest in and to the Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At the request and expense of CENTIFIC or the Project Owner, during and after the term of this Agreement, YOU will assist and cooperate with CENTIFIC and/or the Project Owner in all respects and will cause all Project Personnel to assist and cooperate with CENTIFIC and/or the Project Owner in all respects, and will execute documents and will cause all Project Personnel to execute documents to enable CENTIFIC or the Project Owner to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Work Product.
You represent and warrant that the Project Owner will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind, and all Work Product is and shall be your original work (except for materials in the public domain or provided by CENTIFIC or the Project Owners) and, to the best of your knowledge, does not and will not violate or infringe upon the intellectual property right, privacy right, publicity right, or any other statutory or common law right whatsoever of any person, firm, corporation, or other entity, including the right to use the likeness of all persons appearing in any images.
4.3. Moral Rights
To the fullest extent permitted by applicable law, YOU also hereby irrevocably transfer and assigns to the Project Owner, agree to irrevocably transfer and assign to the Project Owner, and waive and agree never to assert, any and all Moral Rights (as defined below) that YOU or any Project Personnel may have in or with respect to any Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under the judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.”
4.4. Related Rights
To the extent that YOU own or control (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by the Project Owner the rights assigned to the Project Owner under this Agreement (collectively, “Related Rights”), YOU hereby grants or will cause to be granted to the Project Owner a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Project Owner to exercise all of the rights assigned to the Project Owner under this Agreement.
4.5. Ownership of Company Materials
As between YOU and CENTIFIC or the Project Owners, CENTIFIC or the Project Owners is and will remain, the sole and exclusive owner of all rights, title, and interests in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to YOU by CENTIFIC or the Project Owners (the “Company Materials”), and all Intellectual Property Rights therein. YOU have no right or license to reproduce or use any Company Materials except solely during the Term to the extent necessary to perform your obligations under the Agreement. All other rights in and to the Company Materials are expressly reserved by CENTIFIC or the Project Owners. YOU have no right or license to use CENTIFIC and/or the Project Owners’ trademarks, service marks, trade names, logos, symbols, or brand names.
5.1. Confidentiality
YOU acknowledge that YOU will have access to information that is treated as confidential and proprietary by the CENTIFIC or the Project Owners including without limitation, trade secrets, technology, proposals, information related to the software developed by CENTIFIC, information as to sources of and arrangements for hardware supplied to YOU, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or operations of CENTIFIC or the Project Owners, their affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that YOU access or develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. YOU agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of CENTIFIC or the Project Owners in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. YOU shall notify CENTIFIC and the Project Owners immediately in the event YOU become aware of any loss or disclosure of any Confidential Information.
5.2. Exclusion
Confidential Information shall not include information that (1) is or becomes generally available to the public other than through your breach of the Agreement; or (2) is communicated to YOU by a third party that had no confidentiality obligations with respect to such information.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. YOU agree to provide written notice of any such order to CENTIFIC within 3 days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the CENTIFIC to contest the order or seek confidentiality protections, as determined in the CENTIFIC’s sole discretion.
5.3. Additional Obligation
In addition to the terms and conditions under this Section 4, YOU specifically agree that you will execute and fully comply with the all the terms of the Non-Disclosure Agreement attached as Exhibit A of the Agreement.
YOU further agree that all representations, warranties, covenants, and promises made to protect CENTIFIC’s rights and interests shall be extended to the Project Owners.
YOU agree to indemnify, defend, and hold harmless CENTIFIC and its affiliates, and their respective officers, directors, shareholders, partners, managers, employees, agents, successors, and assigns (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of:
“Indemnified Claim” means any claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by YOU or a third party or other users against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against YOU or a third party or other users.
CENTIFIC is not liable and YOU agree not to hold CENTIFIC responsible for any damages or losses arising out of or in connection with: (1) your use or your inability to use OneForma; (2) delays or disruptions in OneForma; (3) viruses or other malicious software obtained by accessing, or linking to, OneForma; (4) glitches, bugs, errors, or inaccuracies of any kind in OneForma; (5) damages to your hardware device from the use of OneForma; (6) a suspension or other action taken with respect to your account; (7) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms.
IN NO EVENT WILL CENTIFIC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF CENTIFIC HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF CENTIFIC, ITS AFFILIATES, LICENSORS, AND THIRD-PARTY SERVICE PROVIDERS TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE TERMS WILL NOT EXCEED THE LESSER OF: (1) $2,500 OR (2) ANY FEES PAID BY CENTIFIC TO YOU DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
8.1. Dispute Process, Arbitration, and Scope
If a dispute arises between YOU and CENTIFIC or our affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless YOU opt-out as provided in Section 8.4 below, YOU, CENTIFIC, and our affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to the Agreement, the other terms and conditions, your relationship with CENTIFIC (including without limitation any claimed employment with CENTIFIC or one of our affiliates or successors), the termination of your relationship with CENTIFIC, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 8 (the “Arbitration Provision”).
Claims that may not be subject to the pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision.
By agreeing to arbitrate disputes under the Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act.
8.2. Governing Law, Jurisdiction, and Venue
The Agreement, the Terms and Conditions, and any Claim will be governed by and construed in accordance with the laws of the State where YOU provide Services to CENTIFIC, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the parties to enforce the Agreement shall be brought only in any state or federal court located in the County of King, State of Washington. The parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
8.3. Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, YOU and CENTIFIC agree to first notify each other of the Claim. YOU agree to notify CENTIFIC of the Claim by email to [email protected], and CENTIFIC agrees to provide YOU a notice at your email address on file (in each case, a “Notice”). YOU and CENTIFIC then will seek an informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that YOU or CENTIFIC, as applicable, may evaluate the Claim and attempt to informally resolve it. Both YOU and CENTIFIC will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.
8.4. Binding Arbitration and Class Action/Jury Trial Waiver
For any Services performed within the United States and its territories: in the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, YOU, CENTIFIC, and our affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from Judicial Dispute Resolution, LLC, currently located in Seattle Washington. Costs of arbitration shall be equally divided between CENTIFIC and YOU to the extent permitted by applicable laws. Provided, however, if YOU are a California Resident, this Arbitration Provision is voluntary and not a condition of entering into the Agreement. You may opt out of the Arbitration Provision by sending a written notification to CENTIFIC at [email protected]. The written notification must include YOUR (1) account username, (2) name, (3) address, (4) contact information, and (5) statement indicating that YOU wish to opt out of the Arbitration Provision. Opting out of this Arbitration Provision will not affect any other terms of the Agreement.
If YOU do not opt-out as provided in this Section 8.4, continuing your relationship with CENTIFIC constitutes mutual acceptance of the terms of this Arbitration Provision by YOU and CENTIFIC. YOU have the right to consult with counsel of YOUR choice concerning the Agreement and the Arbitration Provision.
Please refer to CENTIFIC’s Privacy Policy for the collection and use of personal data and how to exercise YOUR right under the applicable data protection laws.
10.1. Assignment
YOU shall not assign any rights, or delegate or subcontract any obligations, under the Agreement without CENTIFIC 's prior written consent. Any assignment without CENTIFIC 's prior written consent shall be deemed null and void. CENTIFIC may freely assign its rights and obligations under the Agreement at any time. Subject to the limits on assignment stated above, the Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties and their respective successors and assigns.
10.2. Entire Agreement
The Agreement, together with any other documents incorporated herein by reference, and related exhibits, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The provisions of Sections 3 - 10, and any warranty and representation provided therein, shall survive the expiration or termination of the Agreement.
10.3. Remedies
In the event YOU breach or threaten to breach the Agreement or violate applicable laws, regulations, and orders, YOU hereby acknowledge and agree that CENTIFIC shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Further, YOU hereby acknowledge and agree that CENTIFIC is entitled to seek all remedies and reimbursement from YOU in the event that CENTIFIC suffers fines, penalties, costs, and expenses in relation to the Agreement. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
10.4. Severability
If any court or tribunal of competent jurisdiction determines that any provision of the Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
10.5. Force Majeure
The Parties to this Agreement will not be responsible for any delay or failure to perform any obligation under the Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the Parties’ reasonable control.
10.6. Waiver
YOU hereby expressly waive your right to file, pursue, or receive any monetary compensation relating to any legal actions or claims against the Indemnified Parties relating to the misclassification of status.
For California Service Providers: YOU specifically waive all rights under California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
10.7. Electronic Signature
YOU consent and agree that when YOU select “I Agree” button when accessing OneForma, your registration on OneForma or your use of OneForma constitutes an authorized signature, acceptance, and agreement to the Agreement as if actually signed by YOU in writing. Further, YOU agree that no certification authority or other third-party verification is necessary for the validity of your electronic signature. YOU agree that the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature or any resulting contract between YOU and CENTIFIC.
10.8. Non-Discrimination
CENTIFIC’s mission is to create economic opportunities so people have better lives. Key to our mission is that these opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, actual or perceived disability status, veteran status, marital status, or other similarly protected characteristics. CENTIFIC’s goal is for members of our community to feel welcome on OneForma. A condition of using OneForma is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on CENTIFIC by any member of our community. CENTIFIC does not require users to violate local laws or take actions that may subject them to legal liability. CENTIFIC will take actions to enforce this policy. Users engaging in this activity are subject to account closure. Please bring any reports of discrimination or harassment to our attention at [email protected]