AV Junction Inc.
TERM OF SERVICE
AV Junction Inc. (“AV Junction” or “We”) owns and operates the AV Junction website, available at www.avjunction.com, which we use to make available the AV Junction platform (“Platform”) and services. AV Junction may also make available AV Junction mobile applications (collectively, the “App”).
- AV JUNCTION PLATFORM
1.1 Services. The AV Junction Platform is a marketplace through which AV companies (known as “AV Companies”) solicit for hire independent freelancers or teams of freelancers (known as “Freelancers”) to provide audio/visual installation, programming and live event production services. AV Junction offers the Platform services (the “Services”) through its Website and App.
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website, App and Services (“Users”), including AV Companies and Freelancers. AV Junction may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes will take effect 30 days from the date of posting of an update to these Terms.
- REGISTRATION AND PROFILE
2.1 Eligibility. You must be the age of majority in your jurisdiction to use the Services. If you are using the Services on behalf of a company, you must have the authority to bind the company. By using the Website, App or Services on behalf of any entity or on behalf of a team of freelancers, you hereby represent and warrant that the individual accepting these Terms is duly authorized to accept the Terms on such third party’s behalf and such third party has the full power to enter into these Terms and perform its obligations hereunder.
2.2 Account. In order to use AV Junction Services, you must register for an account as either an AV Company or Freelancer (your “Account”). You agree to (a) provide accurate, current and complete information as may be prompted by any registration forms (“Registration Data”); (b) maintain the security of your password; and (c) maintain and promptly update the Registration Data as necessary to ensure it is up to date.
2.3 Freelancer Teams. If you are registering on behalf of a team of Freelancers, you agree that you and all team members are jointly and severally liable for all Freelancer obligations under these Terms.
2.5 Billing Information. Users are required to provide valid credit card information or other acceptable payment information to register (collectively known as "Billing Information”), which will be provided to AV Junction’s third-party payment processor (“Payment Processor”) and used for payment of fees owed under these Terms. Users shall promptly advise AV Junction if their Billing Information changes due to loss, theft, cancellation, expiry or otherwise, and Users shall be liable for any failure to pay Fees caused by out-of-date billing information.
2.6 Profile Page and Rating and Review Feature. AV Junction collects feedback and ratings from AV Companies and Freelancers about their experience working with other Users. AV Junction uses this feedback to provide other Users with information on AV Companies and Freelancers. AV Junction publishes feedback and comments about Users on the Services so that Users can review and evaluate the experiences of other Users. If you have any concerns about the feedback that is published about you, please contact us at email@example.com
3.1 AV Company Jobs. AV Companies seeking Freelancers may use the Services to create and publish job pages (known as “Job Pages”) indicating the job description associated with the job (“Job”). Each Job Page must state the scope of work, location of Job, estimated start date and estimated completion date. In addition, the Job Page may specify the terms and conditions for hire of any Freelancer. Once an AV Company has hired Freelancer(s) for a specific Job, the compensation information will be included on the Job Page.
3.2 Applications. Freelancers can search and view Job Pages on AV Junction and submit applications for hire (“Application”), along with a quote for the fees on either a fixed fee or time and materials basis (“Freelancer Fees”). Once a Freelancer submits an Application, an AV Company may either accept or decline the Application.
- FREELANCER CONTRACTS FOR SERVICE
4.1 Job Work Orders. AV Companies and Freelancers may use the Platform to negotiate Job Work Orders based on hourly rates or fixed fees. Job Work Orders may include scope of work, maximum hours, payments terms, and payment schedule. Payments must be processed using the Platform and accordance with the terms set out herein. Once a Job Work Order is accepted by both parties through the Platform it becomes effective and binding.
4.2 Early Termination of a Job Work Order. Job Work Orders terminate upon completion of all work by Freelancer and payment of all outstanding fees by AV Company. AV Company or Freelancer can use the Platform to terminate a Job Work Order at any time during the lifecycle of the Job. Upon early termination by either party, Freelancer shall issue a final invoice and full payment is due for all services rendered up to the date of the early termination.
4.3 Marketplace. AV Junction is only a platform for connecting AV Companies and Freelancers. AV Companies contract directly with any Freelancer they hire and are free to negotiate the terms of the Job Work Order, including the Freelancer Fees which may be either hourly or based on a fix fee. Freelancers are independent contractors and not employees of AV Junction. AV Junction will not be a party to any agreements or Job Work Orders for Jobs. AV Junction acts to coordinate staffing and payments between AV Companies and Freelancer(s) but does not act as a representative in any capacity for either party and nothing in our involvement in the marketplace and payment process makes us responsible for the actions of AV Company or Freelancer. For Users’ convenience, AV Junction may make available template Job Work Orders for use by AV Companies and Freelancers. However, any template provided must only be used at the Users’ sole discretion and option. AV Junction is not liable for any use by AV Companies or Freelancer of Job Work Orders or other contract templates. Users should seek advice from legal counsel before entering into any Job Work Order.
4.4 Disclaimer. We have no control over the conduct of our Users or the truth or accuracy of the information that Users post on AV Junction, including on Job Pages. We cannot guarantee the true identity of any individual. You are responsible for determining the identity and suitability of any person or entity you may contact by means of the Platform. All Freelancers are independent third parties. We do not endorse any persons who use or register for our Services.
4.5 Insurance. Each User, at its sole cost and expense, will maintain appropriate insurance in accordance with industry standards and as required by law. AV Junction does not provide any insurance for AV Companies or Freelancers.
- PAYMENT TERMS
5.1 Fees. There are no fees to register for the AV Junction Services as a Freelancer. AV Junction charges Freelancers fees associated with every contract entered into using the AV Junction Platform, as described below. AV Junction reserves the right to change any fees for any future or unassigned Jobs at our sole discretion by providing 30 days’ notice.
5.2 Payment Method. In order to use the Services, AV Junction requires both AV Companies and Freelancers to provide approved payment processing information (e.g., Billing Information) before entering into any Job Work Orders. Users hereby agree that all payments will be processed using Stripe (“Payment Processor”), AV Junction’s third-party payment processor and that all such payments will be governed by Payment Processor’s ’s terms and conditions available at: https://stripe.com/ca/connect-account/legal or as otherwise published by Stripe.
5.3 Company Fees. AV Junction charges AV Companies a subscription fee for access to and use of the Platform and Services (“Company Fees”). AV Companies agree to pay the Company Fees presented at the time of subscription to the Platform and Services.
5.4 Freelancer Transaction Fees. AV Junction charges Freelancers a transaction fee when the Freelancer enters into a contract with any AV Company regardless of whether the Job Work Order is based on a fixed fee or hourly rate (“Freelancer Transaction Fees”). The Freelancer Transaction Fees will be calculated as a percentage of the gross total value of the contract, which will be quoted to Freelancer on the AV Junction Platform at the time of the transaction.
5.5 Payment Process. Freelancers will be able to send invoices to AV Companies using the AV Junction Platform and in accordance with the payment schedule agreed upon in a Job Work Order. AV Companies agree to pay all properly issued invoices inclusive of all applicable taxes using the Payment Processor and remit any required withholdings to the appropriate government authority. AV Junction, through its Payment Processor, will charge the AV Company’s credit card for payment of all Freelancer Fees to the Freelancer. AV Junction will retain the applicable Freelancer Transaction Fees and then forward the balance of payment to the Freelancer using the Billing Information provided. Payment of any fees in such manner shall be considered the same as payment made directly by the AV Company to the Freelancer.
5.6 Pre-Payment. If AV Company agrees to pay any amount of a Job Work Order up front, the funds will be held in trust by the Payment Processor and released to Freelancer upon AV Company’s approval of applicable milestones. If the Job Work Order is terminated early, the remaining funds will be sent back to AV Company.
5.6 Taxes. Company Fees and Freelancer Transaction Fees are subject to applicable taxes which will be determined by AV Junction and added to the respective fees. AV Junction reserves the right to deduct the AV Company Fees and any applicable taxes from the AV Company credit card.
5.7 Freelancer Taxes. Freelancer hereby agrees and acknowledges that it is exclusively responsible for determining the amount of all applicable taxes to be charged on all Job fees and is exclusively responsible for posting such fees, inclusive of all applicable taxes and any required tax identification numbers, on the invoices generated by the AV Junction Platform. For greater certainty, Freelancer hereby agrees and acknowledges that AV Junction is not responsible for calculating, reporting, remitting and withholding any applicable federal, state, provincial, goods, services, value-added, municipal or other taxes associated with Freelancer’s Job fees. .
Each Freelancer hereby represents and warrants that all tax information it provides in connection with its use of the AV Junction Platform is accurate. Notwithstanding the foregoing, Freelancer remains solely responsible for ensuring all applicable taxes are properly calculated.
5.8 Company Taxes. AV Junction is not responsible for calculating, reporting, remitting and withholding any applicable federal, state, provincial, goods, services, value-added, municipal or other taxes associated with AV Companies’ engagement of Freelancer.
5.9 Non-payment. If AV Company fails to pay any amounts under these Terms, AV Junction will notify the Freelancer of non-payment and Freelancer will be free to stop any work-in-progress. Without limiting the availability of other legal remedies, AV Junction may charge AV Company for late payments, processing fees, penalties or interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. IN NO EVENT WILL AV JUNCTION BE RESPONSIBLE FOR NON-PAYMENT OF FREELANCER FEES.
5.10 Refunds. AV Junction does not offer refunds for any completed Jobs. Any disputes between AV Companies and Freelancers shall be governed by the Job Work Order or any other contract entered into between the AV Company and Freelancer.
5.11 Subscription Cancellations. AV Companies may cancel their subscriptions at any time. If AV Company has a monthly subscription, then the cancellation will become effective at the end of the current billing cycle and no refund will be provided for any previous payments. If the AV Company has a yearly subscription, then the cancellation will become effective at the end of the current month. AV Junction will provide a refund for the unused months in the annual billing cycle, less an amount equal to three months of the subscription, which months shall be pro-rated based on the annual fee.
5.11 Payment Disputes. Payment disputes are governed by the Job Work Order. AV Companies may use the Platform to communicate an invoice dispute to the Freelancer. AV Junction does not get involved in disputes.
- NO CIRCUMVENTION
6.1 Non-Circumvention. All users agree to use the Platform as their exclusive method to solicit Freelancers, and/or request, make, and receive all payments for Jobs arising out of the User’s use of the Platform. Use of the Platform to solicit relationships and then exclude AV Junction by seeking payment outside of the Platform is not permitted.
6.2 Opt-Out Fee. Users may only opt-out of using the Platform for processing payments if the AV Company pays an opt-out fee equal to the greater of $2,500 USD or 15% of the total consideration paid to the Freelancer in connection with any service rendered to the AV Company in the first year of Freelancer’s engagement with AV Company under any new contract for services (“Opt-Out Fee”). Except if you pay the Opt-Out Fee, you agree not to circumvent the payment processing functionality of the Platform. AV Companies must not: submit Job Pages or solicit persons identified through the Platform to contact, hire, work with, or pay outside the Platform. Freelancers must not accept proposals or solicit parties identified through the Platform in order to contact, deliver services, invoice, or receive payment outside the Platform.
6.3 Notification of Breach. You agree to notify AV Junction immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform.
- LICENSE; INTELLECTUAL PROPERTY
7.1 License. Subject to your compliance with these Terms and your payment of any fees owed hereunder, AV Junction grants you a non-transferable, non-exclusive, license to (a) access and use the Website and the Services, and (b) download, install and use one copy of the App, if available, on a mobile device that you own or control for your use (the “License”). The App is licensed to you and not sold. Except as explicitly provided herein, nothing in the Terms gives you a right to use the AV Junction names, trademarks, logos or other distinctive brand features without our prior written consent.
7.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “AV Junction Content”), and all intellectual property rights related thereto, are the exclusive property of AV Junction and its licensors. Use of the AV Junction Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
7.3 Feedback. You may choose to or we may invite you to submit comments or ideas about the Website, App, and Services, including but not limited to, about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place AV Junction under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone
7.4 User Content. AV Junction does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the AV Junction Website, App or Service, including but not limited to resumes, job descriptions, photos, graphics, designs, drawings, electronic documents and comments (“User Content”).
7.5 License to User Content. However, by using the Website, App and/or Services, you grant AV Junction a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of operating the Website, App and Services.
AV Junction may impose certain limitations on the use of the Website, App or Services, including, but not limited to restricting the number of accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the AV Junction Website and the Services only for purposes as permitted by these Terms. AV Junction reserves the right to modify or impose any limitations on the use of the AV Junction Website, App and the Services at any time, with or without notice to you. We also reserve the right at all times to terminate any AV Companies’ or Freelancers’ use of the AV Junction Platform at any time without any liability whatsoever to the AV Company or Freelancer as the case may be.. In using the AV Junction Website and/or the Services you shall not:
(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the AV Junction Website, App or the Services;
(c) upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- you do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(d) or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the AV Junction Website, App or any software provided by us;
(e) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(f) “stalk” or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting with one another;
(g) register for more than one user account or register for a user account on behalf of an individual other than yourself;
(h) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
(i) use automated scripts to collect information or otherwise interact with the Service or the Site;
(j) use AV Junction to find Freelancer for a Job and then complete the transaction offline in order to circumvent your obligation to pay for the Service;
(k) submit any Job Page with a false or misleading compensation associated with the Job, or submit any Job Page with a compensation that you do not intend to honour; or
(l) advocate, encourage, or assist any third party in doing any of the foregoing.
You agree to defend, indemnify and hold AV Junction, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website, App or Services; (b) your use of the Website, App or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another; or (f) your violation of any contract you enter into with another User of the Service. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
- TERM; TERMINATION
10.1 Termination by AV Junction. AV Junction may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, App or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, Code of Conduct, or any other policies or guidelines that are referenced herein and/or posted on the Website, App or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the AV Junction Website, App or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by AV Junction in its sole discretion, and AV Junction will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
10.2 Closing of Account by User. At any time a User may terminate and close the User’s Account, provided that the Account is in “good standing”. An AV Company’s Account will be considered to be in good standing if (a) there are no active Job Pages; (b) there are no active outstanding payments owed to Freelancers; and (c) there are no outstanding fees owed to AV Junction. A Freelancer’s Account will be considered to be in good standing if (x) there are no active Jobs that have not been completed; and (y) there are no outstanding fees owed to AV Junction.
- THIRD-PARTY CONTENT
11.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from both AV Companies and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that AV Junction shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
11.2 Links. The Website and App may contain links to other websites that are not owned or controlled by AV Junction. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by AV Junction of that third party, third-party product or service. AV Junction is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that AV Junction endorses or accepts any responsibility for the content or use of such websites, and you hereby release AV Junction from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
- DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE, SERVICES AND APP ARE PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS. AV JUNCTION SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE AV JUNCTION WEBSITE, APP AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AV JUNCTION OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
- LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL AV JUNCTION BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE AV JUNCTION WEBSITE, APP OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE AV JUNCTION WEBSITE, OR (V) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AV JUNCTION’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500 USD) OR (B) AMOUNTS YOU’VE PAID AV JUNCTION IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
- GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. Subject to the Arbitration terms below, the courts of the Province of Ontario located in Toronto shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the AV Junction Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or be forever barred.
- ENTIRE AGREEMENT
- ENGLISH LANGUAGE
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
- CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the AV Junction Website, App or the Services, please contact us at: firstname.lastname@example.org.
Last Modified: Nov.28th, 2017