tos

 

Terms of Service

Last update: March 2021

Welcome to You-Agile.com.

The following terms of service (these “Terms of Service”), govern your access to and use of the YouAgile website and mobile application, including any content, functionality and services offered on or through www.You-Agile.com or the YouAgile mobile application (the “Site”) by Cartesio Consulting UK Ltd (A Kemp House 152-160 City Rd London, EC1V 2NX -United Kingdom), referred here to as “YouAgile” “we” or “us” and “you” or “user” means you as an user of the Site.

1. Terms of Service

Please read the Terms of Service carefully before you start to use the Site. By using the Site, opening an account or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms of Service, YouAgile Payment Terms, found here (“Payment Terms”), and our Privacy Policy, found here, each of which is incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Site. For more detailed policies surrounding the activity and usage on the Site, please access the designated articles herein.

This Site is offered and available to users who are 18 years of age or older. If you are under 18 you may not use this Site or the YouAgile services. By using this Site, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

Our Customer Support team is available 24/7 if you have any questions regarding the Site or Terms of Service. Contacting our Customer Support team can be performed by submitting a request at Customer support@you-agile.com

The original language of these Terms of Service, as well as all other texts throughout the Site, is English. YouAgile makes available this translation for convenience only. In case of conflicts between the original English version and any translation, the English version shall prevail.

Buyers are users who purchase services on YouAgile.

Selling Services are exclusive proposals that a Seller can create in response to specific requirements of a Buyer.

Buying Services  are requests made by a Buyer to receive a Custom Offer from a Seller.

 

Overview (Main terms, in a nutshell)

  • Only registered users may buy and sell on YouAgile. Registration is under commercial purchase plan [ here ] and Payment Terms [ here] or in Early Adopter program [ here ]. In registering for an account, you agree to provide us with accurate, complete and updated information and must not create an account for fraudulent or misleading purposes. You are solely responsible for any activity on your account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your account.

  • For fees and payments please read the Payment Terms [ here]

  • Sellers/Buyer must fulfill their orders, and may not cancel orders on a regular basis or without cause. Cancelling orders will affect Sellers/Buyers’ reputation and status.

  • Sellers/Buyer gain account statuses (Gettone) based on their performance and reputation.

  • The Users that choose to use the YouAgile Method and close the deal  through YouAgile  may not offer or accept payments using any method other than placing an order through You-Agile.com.

  • YouAgile retains the right to use all published delivered works and Logo Designs for YouAgile marketing and promotion purposes.

  • We care about your privacy. You can read our Privacy Policy here. The Privacy Policy is a part of these Terms of Service and incorporated herein by reference.

  • Users undertake to comply with YouAgile’s Community Standards, which are a set of behavior rules and guidelines, applicable to the YouAgile community and marketplace in addition to these Terms of Service, as updated from time to time

 2. Interpretation

2.1  In the interpretation of this Agreement, the following provisions apply unless the context otherwise requires:

  1. Headings are inserted for convenience only and do not affect the interpretation of this document.
  2. If the day on which any act, matter or thing is to be done under this document is not a Business Day, the act, matter or thing must be done on the next Business Day.

  3. A reference in this document to dollars or $ means UDS dollars and all amounts payable under this document are payable in Euro, UDS, Pound Sterling (GBP).

  4. A reference in this document to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.

  5. A reference in this document to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced.

  6. A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this document.

  7. An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.

  8. Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

  9. A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.

  10. References to the word ‘include’ or ‘including’ are to be construed without limitation.

  11. A reference to this document includes the agreement recorded in this document.

  12. Any schedules and attachments form part of this document.

 

3. Works and Services

3.1 We will undertake the works referred to in the Scope of Work and provide You with the Services in accordance with the terms of this Agreement.

 

4. Licence or Platform Account

4.1 We warrant that we have the right and authority to grant You the Licence or the YouAgile platform account.

4.2 The Licence or your account and profile is not transferable by You to a Third Party.

 

5.Payment and Obligations

5.1 You must pay to Us:

1.the Platform Subscription Fee, as per your commercial plan [ here] and commencing on the Commencement Date;

2. any applicable Variable Hosting Fee; and

3. the fees services or products provided as Back Office Services, in case you active the Service.

4. You hold and will continue to hold the copyright in the Customer Data or that You are and will remain otherwise entitled or licensed to use the Customer Data;

5. the Customer Data is not knowingly and will not knowingly be actionable for any breach of copyright passing off defamation breach of confidence interference with privacy or any contravention of any other law or private right whatsoever;

6. in respect of the Customer Data used in connection with advertising You have and will continue to materially comply with all relevant laws with respect to the use of the Customer Data in connection with said advertising;

7. You are solely responsible for dealing with persons who access the Customer Data from the Licensed Web Sites and must not refer complaints or enquiries in relation to the Customer Data to Us;

8. in retaining Us to provide the Services under this Agreement You have not relied on and shall not rely on any representation made by Us which has not been stated expressly in this Agreement or another written agreement or upon any descriptions or illustrations or specifications contained in any catalogues or publicity material produced by Us;

9. You will keep secure any passwords or identification issued by Us or used to access the Licensed Web Sites.

10. You will ensure that You have in place any licences required for Third Party software or services that the  YouAgile platform interacts with or interfaces with.

 

6. Acknoledgement and Authorisation

6.1 You acknowledge that:

  1. We are not the author of the Users or their Customers/Supplies Data [CSD];

  2. We have not taken any role in editing changing or modifying the CSD Data;

  3. We are not responsible for any loss injury claim or expense incurred by any user as a result of any user relying on any fact statement or opinion in the CSD Data (whether negligent or not);

  4. the opinions in the CSD Data do not necessarily reflect Our opinions;

  5. We are not responsible for any offence taken by any user to any fact statement or opinion in the CSD Data; and

 

7.Liabilities

7.1 We shall not be liable for:

  1. any economic, indirect or consequential loss or damage; or

  2. any other costs, claims, loss or damage of any kind in excess of the aggregate for the previous twelve (12) months of the Fees paid by You up to the date of the loss or damage arising from Your use of or inability to use Our products or Services or from Your reliance on or use of information provided on or through Our web site caused by Our performance or failure to perform the Services in accordance with this Agreement or to perform this Agreement.

 

8. Privacy

Please read the Terms of Service carefully before you start to use the  YouAgile platform [ here ]

 

9. Intellectual Property

9.1 If a Party intends to copy material obtained from the other it must reproduce any copyright confidentiality attribution or other legend which appears on such material.

9.2 We must include copyright confidentiality attribution and other similar legends in a form reasonably required by You on any material You create which is to be owned or controlled by You.

9.3 Each Party must perform its obligations and exercise its rights under this clause in a manner consistent with the reasonable directions of the other Party so as not to infringe or misappropriate any Intellectual Property Rights of any person.

9.4 We must not make any copy of the Customer Data except for back-up and security.

9.5 The copies for backup and security belong to You and are subject to this Agreement as if they were Confidential Information.

9.6 We must not use the copy for any other purpose.

9.7 Ownership of the Intellectual Property of the Licensed Software and any Developed Software remains with Us even though You may have contributed to its creation.

 

10. Termination

10.1 Either You or We may terminate this Agreement in the following circumstances:

Between the Parties provided that where the User wish to terminate the renewal annual Agreement he will give not less than thirty (30) days at hello@you-agile.com

 

11. Effect of Termination

11.1 Upon termination of this Agreement by whatever means and howsoever effected:

11.2 We must promptly at your direction delete all your data and CSD Data held by Us ( if any); and

11.3 either Party may pursue any remedies available to it in law or in equity.

 

12. Force Majeure

12.1. YouAgile shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such failure or delay is due to Force Majeure.

 

13. Variation

No variation of this Agreement will be of any force or effect unless YouAgile new release.

 

14. Selling Accounts

You may not buy or sell YouAgile accounts.

 

15. Proprietary Restrictions

The Site, including its general layout, design and content, is exclusively owned by YouAgile and protected by copyright and trademark law. YouAgile® and Gettone® are all registered trademarks owned exclusively by YouAgile. Users have no right, and specifically agree not to do the following with respect to the Site or any part, component or extension of the Site (including its mobile applications): (i) copy, transfer, adapt, modify, distribute or reproduce it, in any manner; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization; (iii) modify or create derivative works; (iv) remove any copyright notice, identification or any other proprietary notices, or; (v) use the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with any other users’ enjoyment of the Site. Users also agree not to permit or authorize anyone else to do any of the foregoing.

 

16. Feedback Rights

To the extent that you provide YouAgile with any comments, suggestions or other feedback regarding the YouAgile platform or the Site as a whole, as well as other YouAgile products or services (collective, the “Feedback”), you will be deemed to have granted YouAgile an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. YouAgile is under no obligation to implement any Feedback it may receive from users.

 

17. Confidentiality

Sellers should recognize that there might be a need for Buyers to disclose certain confidential information to be used by Sellers for the purpose of delivering the ordered work, and to protect such confidential information from unauthorized use and disclosure. Therefore, Sellers agree to treat any information received from Buyers as highly sensitive, top secret and classified material. Without derogating from the generality of the above, Sellers specifically agree to (i) maintain all such information in strict confidence; (ii) not disclose the information to any third parties; (iii) not use the information for any purpose except for delivering the ordered work; and (vi) not to copy or reproduce any of the information without the Buyer’s permission.

 

18. General Terms

  • YouAgile reserves the right to put any account on hold or permanently disable accounts due to breach of these Terms of Service and/or our Community Standards or due to any illegal or inappropriate use of the Site or services.

  • Violation of YouAgile’s Terms of Service and/or our Community Standards may get your account disabled permanently.

  • Users with disabled accounts will not be able to sell or buy on YouAgile.

  • Users who have violated our Terms of Service and/or our Community Standards and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.

  • Users have the option to enable account Security features to protect their account from any unauthorized usage.

  • Users must be able to verify their account ownership through Customer Support by providing materials that prove ownership of that account.

  • Disputes should be handled using YouAgile’s dispute resolution tools (‘Resolution Center’ on the order page) or by contacting YouAgile Customer Support.

  • YouAgile may make changes to its Terms of Service from time to time. When these changes are made, YouAgile will make a new copy of the terms of service available on this page.

  • You understand and agree that if you use YouAgile after the date on which the Terms of Service have changed, YouAgile will treat your use as acceptance of the updated Terms of Service.

 

18.1 User Generated Content

User Generated Content (“UGC”) refers to the content added by users as opposed to content created by the Site. All content uploaded to YouAgile by our users (Buyers and Sellers) is User Generated Content. YouAgile does not check user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations and the user uploading/creating such content shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it. By uploading to, or creating content on, the YouAgile platform, you represent and warrant that you own or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to use and/or upload such content and that such content or the use thereof in the Site does not and shall not (a) infringe or violate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions; and/or (c) violate any of your or third party’s policies and/or terms of service. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.

Furthermore, YouAgile is not responsible for the content, quality or the level of service provided by the Sellers (even if they are Pro Sellers, Top Rated Sellers, offer Promoted Gigs or otherwise). We provide no warranty with respect to the Gigs, their delivery, any communications between Buyers and Sellers, and the Logo Designs created through the Logo Maker. We encourage users to take advantage of our rating system, our community and common sense in choosing appropriate services.

By offering a service, the Seller undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service that is offered on YouAgile. Sellers advertising online their Gig or Logo Design created through the Logo Maker must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the Gig or Logo Design from the Logo Maker, as applicable, and may lead to the suspension of Seller’s account.

For specific terms related to Intellectual Property rights and for reporting claims of copyright infringement (DMCA notices) or trademark infringement – please see our Intellectual Property Claims Policy which forms an integral part of these Terms of Service. Note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

 

19. Ownership

Ownership and limitations: When purchasing a User’s Service on YouAgile, unless clearly stated otherwise on the Seller’s user Service page/description, when the work is delivered, and subject to payment, the Buyer is granted all intellectual property rights [ if any], including but not limited to, copyright in the work delivered from the Seller, and the Seller waives any and all moral rights therein. Accordingly, the Seller expressly assigns to the Buyer the copyright in the delivered work. In order  YouAgile Users’ large or complex “Available Projects”, all transfer and assignment of intellectual property to the Buyer shall be subject to full payment for the User Seller Service, and the delivery may not be used if payment is cancelled for any reason. For removal of doubt, in custom created work (such as engineering and design projects, design work, report generation etc.), the delivered work and its copyright shall be the exclusive property of the Buyer and, upon delivery, the Seller agrees that it thereby, pursuant to these Terms of Service, assigns all right, title and interest in and to the delivered work to the Buyer . Please read  also “ Back Office Services” [here]

Furthermore, Users (both Buyers and Sellers) agree that unless they explicitly indicate otherwise, the content users voluntarily create/upload to YouAgile, including  texts, photos, videos, usernames, user photos, user videos and any other information, including the display of delivered work, may be used by YouAgile for no consideration for marketing and/or other purposes.

20. Disclaimer of Warranties

20.1 YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER YOUAGILE NOR ANY PERSON ASSOCIATED WITH YOUAGILE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20.2 The official text is the English version of the Site. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated content, please refer to the English version of the content which is the official version.

 

21. Limitation on Liability

IN NO EVENT WILL YOUAGILE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22. Miscellaneous

 

23. Supply

Basics

  • Sellers create profile on YouAgile to allow Buyers to purchase their services.

  • Each Service or goods you sell and successfully complete, accredits your account a reputation Gettone.

  • YouAgile accredits Sellers/Buyers once an order is completed. See our Supply section [ here] and Demand section [ here]

  • For more information about receiving payments, fees and taxes see the Payment Terms [ here]

  • The Users that choose to use the YouAgile Method and close the deal through YouAgile   For security concerns can activate YouAgile  Escrow System. YouAgile may temporarily disable a Seller’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by other users, or associating multiple YouAgile accounts to a single withdrawal provider.

  • Sellers are responsible for obtaining a general liability insurance policy with coverage amounts that are sufficient to cover all risks associated with the performance of their services.

  • Sellers are allowed to post a select amount of active based on their Level status.

  • The User may be removed by YouAgile from the Site for violations of these Terms of Service and/or our Community Standards, which may include (but are not limited to) the following violations and/or materials:

    • Illegal or Fraudulent services

    • Copyright Infringement, Trademark Infringement, and violation of a third party’s terms of service reported through our Intellectual Property Claims Policy found here

    • Adult oriented services, Pornographic, Inappropriate/Obscene

    • Intentional copies of Gigs

    • Spam, nonsense, or violent or deceptive Gigs

    • Gigs misleading to Buyers or others

    • Reselling of regulated goods

    • Offering to prepare academic works on behalf of Buyers

    • Exceedingly low quality Gigs

    • Promoting YouAgile and/or its Users through activities that are prohibited by any laws, regulations, and/or third parties’ terms of service, as well as through any marketing activity that negatively affects our relationships with our users or partners.

  • The Users that are removed for the above violations are not eligible to be restored or edited.

  • User may be removed from our Search feature due to poor performance and/or user misconduct.

  • Users containing websites promoting content, which violates YouAgile’s Terms of Service and/or our Community Standards, will be removed.

  • The User’s services are required to have an appropriate image related to the service offered. An option to upload their additional images and/or portfolio are available to all Sellers. Sellers must deliver the same quality of service as shown on their User images/Company Logo. Recurring deliveries that don’t match the quality shown on the  images may lead to the Seller’s account losing Seller status or becoming permanently disabled.

  • The YouAgile User’s Service may contain an approved Video uploaded through the User Profile management tools available on YouAgile.

  • Statements on the YouAgile User Page that undermine or circumvent these Terms of Service is prohibited.

  • Eligible in select Categories may set up the User’s Service Packages to offer their services in structured formats with multiple price points for the selected Services.

 

24. GETTONE [ REPUTATION LEVELS]

YouAgile is all about helping Sellers/Buyers leverage their skills. We seek to empower top performing Sellers/Buyers with helpful tools to grow their business. Sellers/Buyers who invest in  YouAgile Back Office Services may achieve greater customer satisfaction. And, if they deliver on time and maintain high quality and ratings, YouAgile may reward them with new statuses, special opportunities, benefits, and tools that come with it.

  • Sellers/Buyers who cannot maintain their high quality service, experience a severe drop in ratings, or stop delivering on time risk losing their Seller/Buyer status and the benefits that come with it. For example, late deliveries, warnings to the Seller’s account and cancellations can cause a Seller/Buyer to move to a different level [ loosing Gettone].

 

25.   YouAgile VERIFYING PATH

Sellers and Buyers [Professionals and Enterprises] are pre-verified Users who undergo a vetting process by YouAgile editors. Applying for YouAgile Users is open to everyone: professional freelancers/Companies who are new to YouAgile, as well as existing YouAgile Users.

YouAgile  eligibility  is constantly evaluated by YouAgile Audit Team to ensure that the quality standards and expectations of the  Seller/Buyer selection is kept. YouAgile retains the right to change a User status in light of such evaluation. In addition, Sellers/Buyers who cannot maintain their high quality service through a severe drop in ratings, stop delivering on time, increased cancellation rate or violate our Terms of Service, also risk losing their Gettone status and the benefits that come with it[ eg. Gettone].

YouAgile is a b2b marketplace platform tailor-made for larger teams and businesses. The  Supply/Demand “Available Project” helps the YouAgile Users to chose and plan their single supply demand on bases their skills and match the deal.

 

26. SELLER/BUYER FEATURES

YouAgile Sellers and Buyers have access to several exclusive features that help customize the way their services can be offered. Please read the Back Office Services [ here ].

 

27. YouAgile  WHEREVER YOU ARE

  • YouAgile Anywhere is a feature that allows Sellers to send Custom Offers outside of YouAgile. Please read the YouAgile Feature flow [ here ].

  • Users can contact YouAgile’s customer support department for assistance [ here ]

  • Shipping Physical Deliverables

 

28. BUYERS facility

Basics

  • You may offer direct payments to Sellers using payment systems as your usual or you can choose the YouAgile platform :

  1. a) complete transactions in YouAgile – Please see Back Office Services [ here ] and YouAgile Escrow System [ here ]

  2. b) the payment item only[international as well through most of the standard payment tools [ see 14.7 below]

  3. c) YouAgile retains the right to use all publicly published delivered works for YouAgile marketing and promotional purposes.

  4. d) Buyers may request a specific service from the Post a Request feature. Services requested on YouAgile must be an allowed service on YouAgile. Please click here for guidelines on approved services. Users should refrain from using the Post a Request feature for any purpose other than looking for services on YouAgile.

 

29. PURCHASING

Please refer to the Payment Terms [here]  for making Payments through the YouAgile platform and to learn about fees and taxes.

  • In addition, Buyers can request a Custom Order which addresses specific Buyer requirements, and receive a Custom Offer from Sellers through the site or through YouAgile Anywhere.

 

Multiple Accounts – To prevent fraud and abuse, users are limited to one active YouAgile account and one active YouAgile Business account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the YouAgile community will be disabled. Mass account creation may result in disabling of all related accounts. Note: any violations of YouAgile’s Terms of Service and/or our Community Standards is a cause for permanent suspension of all accounts.

Targeted Abuse – We do not tolerate users who engage in targeted abuse or harassment towards other users on YouAgile. This includes creating new multiple accounts to harass members through our message or ordering system.

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