User Agreement

Your use of our site is subject to these terms and conditions together with any additional terms and policies referred to in them (“Our Terms”). These terms and conditions of service together with any terms and policies referred to in them (“Our Terms ) constitute a legally binding agreement between you and "Oridle" ( “we”, “us” or “our”). By accessing our Site or using our Services you agree to abide by Our Terms.

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on the website.Your continued use of our Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications.

This Agreement includes and hereby incorporates by reference the following: Fee Agreement; Terms of Use; Cookie Policy; Privacy Policy; Freelancer Membership Agreement; Payroll Agreement; API Terms of Use.

Subject to the conditions of this Agreement, "Oridle" may modify this Agreement at any time and will notify you of any alteration that incorporates a substantial Change to its Terms and Conditions. In case the modification regards the an increase in the fees charged by us, we will give no less than 30 days' early notification of the change. Any amendments to the Terms of Service will produce results date when it was posted.

Keeping on using the Site or the Site Services after that date proves your acknowledgment and consent to be bound by the updated Terms of Service.

Digital signature

By registering for an account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you execute this Agreement and the other Terms of Service electronically, on the date you register your Account or click to accept the Terms of Service, pursuant to the Electronic Transaction Act of Singapore.

Account

To make use of the web site and designated web page services, you have to register for an Account. To make use of the web page and site services, you must have an independent business (as a self-employed individual/sole trader or as an organization or other entity). You agree that you have to conform to any licensing or registration necessities with regard to your online business, and you agree to comply with these necessities. To register for an Account, you must be an authorized entity or an individual who is 18 years or older. By registering for an Account you agree to: (a) conform to these terms of service; (b) be financially in charge on your use of the web site and the acquisition or delivery of Freelancer offerings; We reserve the right, in our sole discretion, to refuse or revoke your access to the web site and website online services upon discovery that any information you provided was not correct, or complete, or that you otherwise violated the terms of service.

You confirm that the use of this website is legal in the country where you reside.

Account registration

By registering an account, you must complete a profile (“Profile”), which you consent to be shown to different users and, unless you change your privacy settings, the general public. In case you are a Freelancer, until you operate the web page entirely as an employee and corporation Member of a registered agency Account, you warrant that you use your Profile to market your business to others for the purpose of getting into independent contractor relationships with different customers. You agree to maintain a truthful and updated profile; you take responsibility in case the the information you provide on your profile are false, deceiving or not updated. You agree you will not create more than one Client Account and one Freelancer Account as this is strictly prohibited by our policy. Users are solely responsible for any activity that occurs on their account, unless it is a result of actions beyond their control (such as hacking or if someone steals their password when they have taken reasonable steps to keep it secure). Users may never use another person's user account or registration information for the Website

Identity verification

Your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on "Oridle", if it is a separate legal entity. You authorize us to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

Agency accounts

You may create an Agency Account by adding Agency Members to your Account to act on your behalf in the roles you assign. You may also grant certain Account administration privileges to one or more Agency Account Administrators. Except as otherwise required by applicable law, only the Member who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account. You must create a new Account and profile for each Agency Member. Each Agency Member must be a real person or a legal entity. Each Agency Member profile must contain the Agency Member’s real name and comply with all Terms of Service. We reserves the right to require any Agency Member’s identity to be verified at any time. You agree to grant access to the Agency Account and any related Agency Member only to Users authorized to act on your behalf and only in accordance with this Agreement. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept this Agreement and the other Terms of Service on your behalf and as your legally binding obligation. You agree (1) not to use any Account, Agency Member, username, or password of another User that you are not authorized to use, and (2) not to allow others who are not authorized to do so to use the Agency Account or any related Agency Member Account at any time. Your Agency Account (including feedback) and username are transferable only upon our approval, at our sole discretion. If any of your Agency Members’ profiles violate the Terms of Service, your ability to use the Site Services may be affected. We reserve the right to revoke the membership privileges of a Agency Account and any or all Agency Members related to the Agency Account without warning in case false or misleading information has been provided.

Usernames and passwords

When a Member registers an Account, the Member will be asked to choose a username and password for the Account. The Member and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the username and password for any Agency Account at any time). You acknowledge and agree that you are entirely responsible for safeguarding and maintaining the confidentiality of the username and password you use to access your Account. In addition, if you are a Member who owns a Agency Account, or if you are a Agency Account Administrator, you agree to safeguard and maintain the confidentiality of all your Agency Account passwords. You authorize us to assume that any person using the Site with your username and password or your Agency Account passwords, and the username of any Agency Account added by a Agency Account Administrator (if any), either is you or is a User authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any related Agency Account or any unauthorized access to or misuse of your password or the password of any User of your Account or any related Agency Account.

Feedback

You agree that "Oridle" post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. We do not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that "Oridle" do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. "Oridle" is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, "Oridle" reserves the right (but is under no obligation) to remove posted feedback or information that, in "Oridle"’s sole judgment, violates the Terms of Service or negatively affects our marketplace.

Relationship between Client and freelancer

Member Contract Client and Freelancer acknowledge and agree that when Freelancer accepts an Engagement awarded by Client, Client and Freelancer will be deemed to have entered into a “Member Contract” comprising the Terms outlined in the section “Service contract terms and any other contractual provisions accepted by both Client and Freelancer and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms.

Payment

Service fee

As such Oridle does not charge any service fee either from Clients or Freelancers. However in some case it might be applicable. The service Fee is described in the Fee Agreement.

Membership fee

Freelancers will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.

Failed payment

If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, "Oridle" may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay "Oridle" upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, "Oridle" or "Oridle" , at our discretion, may set off amounts due against other amounts received from or held by "Oridle" or "Oridle" for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

Invoices and Taxes

"Oridle" will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required.

Payment methods

As such Oridle does not charge any fee. However there might be transaction charges from Credit card companies and Paypal as Oridle currently supports Paypal for inbound payments.

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes "Oridle", to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by "Oridle". When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs "Oridle" to charge Client’s Payment Method for the Freelancer Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs "Oridle" to charge Client’s Payment Method for the Freelancer Fees.

By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Non circumvention

You acknowledge and agree that a substantial portion of the compensation we receive for making the Site available to you is the Service Fee described in the subsection titled “Service Fee” in section 4 above. You further acknowledge and agree that we may collect this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site 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 . You may opt-out of this obligation only if Client, prospective Client, or Freelancer pays "Oridle" an “Opt-Out Fee” computed to be the greater of the following amounts: 1. $2,500; or 2. 15% of the cost to the Client or prospective Client of the services to be provided in the "Oridle" Relationship during the Non-Circumvention Period, as estimated in good faith by the Client or prospective Client; or 3. all Service Fees that would be earned by "Oridle" from the "Oridle" Relationship during the NonCircumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period or during such shorter period as data is available to "Oridle"; and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client or prospective Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.

In addition, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: • Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site. • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site. • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Freelancer. You agree to notify "Oridle" immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to "Oridle" by sending an email message to [email protected]

Service contract terms

Unless otherwise expressly agreed to in writing by both Users the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8. Users agree that the terms concerning the Service Contract described on the Site, including Freelancer Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.

Services

Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor.

Client payment and billing

For Hourly Contracts, Client becomes obligated for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Client becomes obligated immediately upon sending a Fixed-Price Contract.

Termination of a service contract

Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract. Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the account for the Engagement.

Disputes

Client has an option to raise a dispute through the website or by contact the customer support. The freelancer can raise a dispute only by contacting customer support. In case of any disupte between client and freelancer, the decision of Oridle (or Representatives of Oridle such as Customer Support) will be final and acceptable by both Client and Freelancer.

IP Rights

Work for hire

Upon Freelancer’s receipt of full payment from Client for delivery of Work Product, Freelancer grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the work delivered.

Upon Freelancer’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.

Site license and IP rights

Subject to and conditioned on compliance with the Terms of Service, "Oridle" grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without "Oridle"’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without "Oridle"’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by "Oridle". You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. "Oridle" and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The "Oridle" logos and names are trademarks of "Oridle" and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of "Oridle"’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

User content license

When you post User Content on the Site or through the Site Services or provide "Oridle" with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that "Oridle" may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on "Oridle". To the extent permitted by applicable law, you also grant to "Oridle" and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and "Oridle"’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, "Oridle" will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy. The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant "Oridle" and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place "Oridle" under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, "Oridle" does not waive any rights to use similar or related ideas known or developed by "Oridle" or obtained from sources other than you.

Unauthorized access and use

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of "Oridle" and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of "Oridle" or any third party

Third parties links

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that "Oridle" is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

Warranties

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. "ORIDLE" MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, "Oridle" DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST "Oridle" WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

Limitation of liability

To the maximum extent permitted by law, our liability shall be limited to the amount of fees paid by you for a particular Product. We will not be liable for: loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of contract, loss of use, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges arising out of or in connection with the Site, the mobile application and the Products.

Nothing in these Terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in these Terms will exclude or limit our liability in respect of any: death or personal injury caused by the negligence of POMO House, fraud or fraudulent misrepresentation us, or any matter which it would be illegal or unlawful for us to exclude or limit, or to attempt or purport to exclude or limit, its liability or expenses.

We shall not be in breach of these Terms and Conditions nor shall we be liable for any failure or delay in performance of any obligations under these Terms and Conditions arising from or attributable to acts, events, omissions or accidents beyond our reasonable control.

Indemnity

You agree to defend and indemnify us, our investors, officers, directors, affiliates, subsidiaries, licensors, partners, licensees, consultants, contractors, agents, attorneys, advertisers and employees from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, that arise from or relate to your use or misuse of the Site, the Mobile applications, the Products; your conduct; and/or any breach by you of these Terms (including, but not limited to, any breach of any of your representations or warranties).

Enforcement

"Oridle" has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting "Oridle"’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or "Oridle".

Consequences of Agreement Termination

Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Freelancer Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes "Oridle" to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, "Oridle" will pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF "Oridle" DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, "Oridle" HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

Termination

Notwithstanding any terms to the contrary in these Terms, we reserve the right, without notice, without liability to you and in our sole discretion, to terminate any of your rights under these Terms and to block or prevent your access to and use of the Service for any or no reason.

Force majeure

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

Dispute Resolution

The Parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Terms and Conditions through negotiations with the Legal Department. If the dispute cannot be settled amicably within fourteen days from the date on which either Party has served written notice on the other of the dispute then the provisions of the following clause shall apply.

Governing Law, Jurisdiction and severability

These Terms together with the Privacy Policy and any other documents linked to these Terms, are drafted in accordance with the laws of Singapore, excluding its choice of law principles. If any provision of our Terms is deemed or becomes invalid, the validity of the other provisions shall not be affected. You also agree to submit to the nonexclusive jurisdiction of the Courts of Singapore as regards any claim or matter arising under these Terms.

Fee Agreement

Effective Date: May 3, 2018

Service fee charged to freelancer

Oridle DO NOT charge any service fee from Freelancers. Whatever a freelancer earns on a Job, he/she is entitled to have all of the money in his/her "Oridle Wallet". However for withdrawals a very little fee is charged towards payments processing.

Withdrawal Fee

On each withdrawal, Oridle will charge a fee of $3 or 3% (whichever is higher) of the withdrawal amount. This charge is fixed and applicable for all countries and on all of the available withdrawal methods such as Paypal, Bank Transfer etc. This withdrawal fee is to justify the payment processing and transaction charges or any other such charges applied when money is transferred from Oridle to the Freelancer's Bank account or any other electronic method such as Paypal, Skrill etc.

Payment processing fees charged to client

Oridle may charge a minimal amount as a payment processing fee which depends on the type of credit/debit card used.

Starting on or after the Effective Date, we may charge Clients a payment processing and administration fee on the total amount of each payment made for the Site Services (the “Payment Processing Fee”), except as otherwise provided in this Agreement. If payments made by a Client are refunded after the job is in-progress state, the Payment Processing Fee, if applicable, might not be refunded.

API Terms of Use

Customers may access our website data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses our website, is bound by these Terms of Service. By accessing or using our APIs, you are agreeing to the terms below. If there is a conflict between these terms and additional terms applicable to a given API, the additional terms will control for that conflict. We may amend these API Terms of Use by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date we post it. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the API after the effective date of a revised version of these API Terms of Use constitutes your acceptance of their terms.

API License

Subject to these API Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable license to use our API to develop your Application and to enable it to access Content. In order to access the Content of any particular End User, you must also obtain authorization from that End User through our API. You also agree to make sure that any URLs that are presented by your Application are represented, unaltered, as hyperlinks, direct the user, when clicked, to the source website. You also agree to never prevent a search engine from following the rendered hyperlink (for example, by including a rel="nofollow", or through any other means). We do not guarantee any support for the use of this API. While we provide the API free of charge but we reserve the right to charge fees for future use.

API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

  • Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
  • Create more than single set of authentication keys per Application.
  • Perform an action with the intent of introducing to our services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
  • Defame, abuse, harass, stalk, or threaten others.
  • Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
  • Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
  • Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
  • Remove, obscure, or alter any of our terms of service or any links to or notices of those terms.
  • Create any script or other automated tool that attempts to create multiple API authentication keys in order to bypass the limitations set by us.
  • Attempt to cloak, conceal or misrepresent your identity or your Application’s identity when requesting authorization to use the API.
  • Display the name, logo, trademark or other identifier of a person in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the Application or Content if such person is not.
  • Display content that falsely expresses or implies that such content is sponsored or endorsed by us.
  • Use our API in an Application that competes with products or services offered by us.
  • Use the API in any manner or for any purpose that violates any law or regulation.
  • Use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage.

End user data

You should only request the End User Data you need to operate your Application. These API Terms of Use do not grant you any rights to End User Data or other Content. You should display a clear policy explaining to End Users what End User Data your Application accesses and how it is used.

You must not sell End User Data or use it in any malicious way, and you are solely responsible for protecting End User Data from unauthorized access.

Upon termination of your license under these Terms of Use, you must destroy all copies of End User Data, unless you have obtained valid and sufficient authorization from us and the End User to retain it.

You must delete all End User Data, if the associated End User so requests.

Our products

With this terms, we are not waiving our right to develop our own application. You agree that we may be independently creating applications, content and other products or services that may be similar to or in competition with your Application.

Warranties

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, WE DO NOT MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS". SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

Indemnities

Unless prohibited by applicable law, if you are a business, you will defend and indemnify us and our users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

  1. your misuse or your end user's misuse of the APIs;
  2. your violation or your end user's violation of the Terms; or
  3. any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

Limitation of liability

WHEN PERMITTED BY LAW, WE WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

IN ALL CASES, WE WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Termination

You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide us with prior written notice and upon termination, cease your use of the applicable APIs. We reserve the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

Website Terms of Use

By accessing the Site or using any of the Site Services after the effective date, you agree to these Terms. You are also independently responsible for complying with all applicable laws related to your use of the Site or the Site Services whether or not covered by the Terms.

Prohibited activities

The uses described in these Terms are prohibited regardless of where on the Site they occur. For example, the activities are prohibited in job posts, proposals, messages, communications with customer service or disputes, the community forum, and Client or Freelancer feedback. You must not use this website in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

In particular you must not

  • Seeking, offering, or endorsing illegal, obscene, or pornographic services or activities;
  • violate the intellectual property rights of another person, entity, service, product, or website;
  • Posting content that is offensive, defamatory, profane, vulgar, obscene, threatening, discriminatory, illegal, pornographic, obscene or sexually explicit in nature;
  • Use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website;
  • Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the system, (ii) reporting, recording, or otherwise billing clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
  • Discriminate on the basis of race, religion, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military/veteran status or any basis protected by applicable law;
  • Harass other users;
  • Posting identifying information concerning another person;
  • Ask for bribes or payments without intending to provide a service for the payment;
  • Ask for payments from freelancers in order to provide jobs/business/money or any such other thing;
  • Ask for the registration(s) anywhere else other than Oridle;
  • Proving a suspicious link anywhere at Oridle and asking the users to click on it for any purpose;
  • Spam other Users;
  • participate or deliver or ask for any paid reviews in any manner;
  • Use any robot, spider, scraper, or other automated means to access the Site;
  • Use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
  • Attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site.
  • Publish a profile that contains incomplete, false or inaccurate information about any person,

Use of the site beyond the intended purposes

We make this website available as a marketplace where Clients and Freelancers can meet and provide services in return for payment. Users may not use the Site against its intended purposes. Users must not:

  • Ask for free services;
  • Withhold payment for the purpose of obtaining positive feedback from another User;
  • Falsify, manipulate, or coerce another User by threatening to give negative feedback;

Enforcement of these Terms

We reserve the right to investigate any violation of these Terms and terminate the contract accordingly. We can report any activity that we suspect violates any law or regulation to the relevant authority. We reserve the right to claim compensation for any damage or loss that was consequence of these Terms’ violation.