Terms and ConditionsEffective November, 2018

1. Introduction

The
Avord Site Terms of Use describe when and the conditions under which
you are allowed to access or use the Site (defined in Section 5 below).
Please read these Site Terms of Use carefully before visiting our Site.
Some visitors to our Site simply visit the publicly available portions
of our Site or use the Public Site Services (defined in Section 5 below)
(“you” or “Site Visitors”). If you do not agree to these
Site Terms of Use, you may not visit, use, or access the Site or Site
Services as a Site Visitor, User or otherwise and may not click to
accept the Terms of Service when prompted on the Site.

1.1 DISCLAIMER – ACCEPTANCE OF THESE TERMS

YOU
UNDERSTAND AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES,
YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE
TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE
SITE IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO
ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT.

2. LICENSES AND THIRD-PARTY CONTENT

2.1 AVORD’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

Section 2.1 discusses the rights we give to you to allow you to use the Site, as detailed below:

As
we describe in this Section 2.1, Avord grants you a limited license to
access the Site and Site Services. This license is subject to and
conditioned on compliance with the Site Terms of Use and, to the extent
applicable, the rest of the Terms of Service.

We try to keep our
Site and the Site Services safe, secure, and functioning properly, but
we cannot guarantee the continuous operation of or access to our
Services. In fact, we might even stop providing the Site or Site
Services completely or stop providing certain features without notice.

2.2 TERMINATION OF THE LIMITED SITE LICENSE

Section 2.2 explains that we can stop allowing you to use the Site, as detailed below:

Avord
may terminate any license it has granted to any Site Visitor or User to
access the Site and Site Services by providing notice, and the
termination of such license shall be effective immediately upon Avord
providing such notice.

2.3 AVORD’S INTELLECTUAL PROPERTY

Section 2.3 explains that even though we let you use the Site, we still retain all our rights, as detailed below:

Avord
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 Avord logos and names are trademarks of Avord and are
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.

Nothing in the Terms of Service grants you a right to use any Avord Marks.

2.4 YOUR INTELLECTUAL PROPERTY

2.4.1 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF AVORD

Section
2.4.1 explains that you are solely responsible for your use of the Site
and any content you post on the Site, and that if someone makes a claim
against Avord because of your content that you will pay Avord for our
fees and expenses, as detailed below:

When you post User Content
on the Site or through the Site Services or provide Avord with User
Content, you understand and acknowledge that you are solely responsible
for such User Content. Further, you represent and warrant that you have
the right, power, and authority to (a) post that User Content without
violating the rights of third parties, and (b) grant the licenses
specified below.

You acknowledge and agree that the poster of
User Content, and not Avord, is responsible for any User Content
including any harms caused to you, another User, or a third party by
such User Content.

You will indemnify, defend, and hold harmless
Avord, our Affiliates, and our respective directors, officers,
employees, representatives, and agents (each an “Indemnified Party”)
from any and all claims, damages, liabilities, costs, losses, and
expenses (including, but not limited to, reasonable attorneys’ fees and
all related costs and expenses) arising from or relating to any claim,
suit, proceeding, demand, or action brought by you or a third party or
other User against an Indemnified Party relating to or arising out of
any User Content you post.

2.4.2 YOUR RIGHTS AND LICENSE TO AVORD AND OTHER SITE VISITORS

Section
2.4.2 explains that by posting content on the Site, you give others
certain limited rights to that content, as detailed below:

You
retain all ownership rights in any User Content you post on Avord. To
the extent permitted by applicable law, you also grant to Avord 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 Avord’s, our successors’ and Affiliates’
businesses, 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 and each Site Visitor a non-exclusive license to access your
User Content through the Site and to use, reproduce, distribute, and
display such User Content to the extent permitted through the normal
functionality of the Site and subject to all applicable confidentiality
and other provisions of the Terms of Service, our Privacy Policy, and
applicable law.

2.4.3 YOUR COMMENTS AND IDEAS

Section 2.4.3 explains when you can and what happens if you send your ideas to Avord, as detailed below:

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 Avord under any fiduciary or
other obligation, (b) your Ideas do not contain the confidential or
proprietary information of third parties, and (c) you grant us a
perpetual and royalty-free license 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, Avord does not waive
any rights to use similar or related ideas, including those known or
developed by Avord or obtained from sources other than you.

2.5 THIRD-PARTY INTELLECTUAL PROPERTY

Section
2.5 explains that third parties, including other Users, are responsible
for content posted or linked on the Site, as detailed below:

Any
information or content expressed or made available by a third party or
any other Site Visitor or User is that of the respective author(s) or
distributor(s) and not of Avord. Avord neither endorses nor is
responsible for the accuracy or reliability of any opinion, advice,
information, or statement made on the Site by anyone other than Avord’s
authorized agents acting in their official capacities.

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 or applications are owned and operated by the
third parties and/or their licensors. 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
accessed via the Site is on an “as is” and “as available” basis without
any warranty for any purpose.

2.6 COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Section 2.6 explains what to do if you think content on the Site infringes your rights, as detailed below:

Avord
is committed to complying with U.S. copyright and related laws and
requires all Site Visitors and Users to comply with these laws.
Accordingly, you may not use the Site to store any material or content,
or disseminate any material or content, in any manner that constitutes
an infringement of third party intellectual property rights, including
rights granted by either European or U.S. copyright law.

3. PERMITTED SITE USES

Section 3 explains how you are allowed to use the Site, as detailed below:

Avord
offers the Site and Site Services for your business purposes only and
not for personal, household, or consumer use. Avord makes the Site and
Site Services available for Users to find one another, enter into
service relationships, make and receive payments through escrow, and
receive and provide Tester Services. In addition, certain Visitor Site
Services, such as the Avord Blog and Hiring Headquarters, provide, and
may be used to obtain, general information and articles that we believe
may be of interest to Site Visitors and Users. While we try to ensure
that any information we post is both timely and accurate, errors may
appear from time to time. We do not make any representations or
warranties with respect to any information that is posted on the Site by
us or anyone else. In no event should any content be relied on or
construed as tax or legal advice or otherwise. You should independently
verify the accuracy of any content.

4. PROHIBITED SITE USES

Section 4 explains uses of the Site that are not allowed, as detailed below:

You
may not use, or encourage, promote, facilitate, instruct or induce
others to use, the Site or Site Services for any activities that violate
any law, statute, ordinance or regulation; for any other illegal or
fraudulent purpose or any purpose that is harmful to others; or to
transmit, store, display, distribute or otherwise make available content
that is illegal, fraudulent or harmful to others.

4.1 EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on the Site or when using the Site Services:

  • Seeking, offering, promoting, or endorsing and services, content, or activities that:
    • are
      defamatory, illegal, profane, vulgar, threatening, unlawfully
      discriminatory, illegal, pornographic, obscene, or sexually explicit in
      nature;
    • would violate the intellectual property rights, such as
      and including copyrights, of another person, entity, service, product,
      or website;
    • would violate (a) Avord’s Terms of Service, (b) the
      terms of service of another website or any similar contractual
      obligations, or (c) the academic policies of any educational
      institution;
    • regard the creation, publication, distribution of
      “fake news”, “hoax news” or similar false content purposefully intended
      to mislead readers for financial or other gain;
    • regard or promote in any way any escort services, prostitution, or sexual acts; or
    • are harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;
  • Fraudulent or misleading uses or content, including:
    • 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 Avord App, (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;
    • Misrepresenting your experience, skills,
      or information, including by representing another person’s profile, or
      parts of another person’s profile, as your own;
    • Using a profile photo that misrepresents your identity or represents you as someone else;
    • Impersonating
      any person or entity, including, but not limited to, an Avord
      representative, forum leader, or falsely stating or otherwise
      misrepresenting your affiliation with a person or entity;
    • Falsely
      stating or implying a relationship with another User, including a
      Supplier continuing to use a Tester’s profile or information after the
      Tester no longer works with the Supplier;
    • Falsely attributing statements to any Avord representative, forum leader, guide or host;
    • Falsely stating or implying a relationship with Avord or with another company with whom you do not have a relationship;
    • Allowing another person to use your account, which is misleading to other Users; or
    • Falsely
      stating that one Tester will perform the work on a job when another
      will in fact perform the work, including submitting a proposal on behalf
      of a Tester that is unable, unwilling, or unavailable to do the work;
  • Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
  • Posting identifying information concerning another person;
  • Spamming
    other Users with proposals or invitations or posting the same job
    multiple times so that more than one version remains active at a given
    time;
  • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
  • Requesting
    or demanding free services, including requesting Testers to submit work
    as part of the proposal process for very little or no money or posting
    contests in which Testers submit work with no or very little pay, and
    only the winning submission is paid the full amount;
  • Requesting a fee before allowing a User to submit a proposal;
  • Attempting to or actually manipulating or misusing the feedback system, including by:
    • withholding
      payment or Work Product or engaging in any other conduct for the
      purpose of obtaining positive feedback from another User;
    • attempting to coerce another User by threatening to give negative feedback;
    • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system; or
    • offering services for the sole purpose of obtaining positive feedback of any kind;
  • Duplicating or sharing accounts;
  • Selling, trading, or giving an account to another person without Avord’s consent;
  • Sharing or soliciting contact information, such as email, phone number, or Skype ID, in a profile or job post;
  • Directly
    or indirectly, advertising or promoting another website, product, or
    service or soliciting other Users for other websites, products, or
    services, including advertising on Avord to recruit Testers and/or
    Clients to join a Supplier or another website or company;
  • Conduct
    or actions that could jeopardize the integrity of or circumvent the
    Site, Site Services or Avord’s proprietary information, including
    • Interfering
      or attempting to interfere with the proper operation of the Site or
      Site Services or any activities conducted on the Site;
    • Bypassing
      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;
    • Attempting to
      interfere with or compromise the system integrity or security or
      decipher any transmissions to or from the servers running the Site;
    • Using
      any robot, spider, scraper, or other automated means to access the Site
      for any purpose without our express written permission;
    • Attempting
      to or interfering with or compromising the system integrity or security
      or deciphering any transmissions to or from the servers running the
      Site;
    • Collecting or harvesting any personally identifiable information, including Account names, from the Site;
    • Attempting
      to or imposing an unreasonable or disproportionately large load (as
      determined in Avord’s sole discretion) on the Site’s infrastructure;
      Introducing any invalid data, virus, worm, or other harmful or malicious
      software code, agent, hidden procedure, routine, or mechanism through
      or to the Site that is designed to or known 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 software, firmware,
      hardware, computer system, or network of Avord or any third party;
    • Accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
    • Framing or linking to the Site or Site Services except as permitted in writing by Avord
  • Attempting
    to or actually reverse engineering, modifying, adapting, translating,
    preparing derivative works from, decompiling, interfering with the
    operation of, or otherwise attempting to derive source code from any
    part of the Site or Site Services unless expressly permitted by
    applicable law or Avord; or
  • Accessing or using the Site or Site
    Services to build a similar service or application, identify or solicit
    Avord Users, or publish any performance or any benchmark test or
    analysis relating to the Site.

4.2 ENFORCEMENT

We
reserve the right, but do not assume the obligation, to investigate any
potential violation of this Section 4 or any other potential violation
of these Site Terms of Use and to remove, disable access to, or modify
any content on the Site. Our failure to act with respect to a breach by
you or others does not waive our right to act with respect to subsequent
or similar breaches. We do not guarantee we will take action against
all breaches of these Terms and Conditions.

4.3 REPORTING AND CORRECTING VIOLATIONS

If
you become aware of any violation of these Site Terms or Use, you must
immediately report it to Customer Service. You agree to assist us with
any investigation we undertake and to take any remedial steps we require
in order to correct a violation of these Site Terms of Use.

5. DEFINITIONS

Section
5 gives you some definitions of capitalized terms that appear in the
Site Terms of Use but other capitalized terms are defined above or in
the User Agreement, which you can tell because the term is put in
quotation marks and bold font.

Capitalized terms not defined below have the meanings described in the Terms of Service.

“Affiliate”
means any entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control
with Avord.

“Client” means any authorized User utilizing the Site to seek and/or obtain Tester Services from another User.

“Tester”
means any authorized User utilizing the Site to advertise and/or
provide Tester Services to Clients, including Tester Accounts that are
Supplier Accounts or, if applicable, Supplier Members. A Tester is a
customer of Avord with respect to use of the Site and Site services.

“Tester Services” means any services provided by Testers.

“Intellectual Property Rights”
means all patent rights, copyright rights, mask work rights, moral
rights, rights of publicity, trademark, trade dress and service mark
rights, goodwill, trade secret rights and other intellectual property
rights as may now exist or hereafter come into existence, and all
applications therefore and registrations, renewals and extensions
thereof, under the laws of any state, country, territory or other
jurisdiction.

“Public Site Services” means, collectively,
all services, applications and products that are accessible by any Site
Visitor who has not become a User through the Site, to the extent they
are accessible by a Site Visitor who has not become a User.

Site means, collectively, our website located at www.avord.co.uk, all affiliated websites, including mobile websites and Avord Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).

“Site Services”
means, collectively, all services (except the Tester Services defined
herein), applications and products that are accessible through the Site,
including the Public Site Services, and all Avord Mobile Applications.

“Avord Mobile Applications” means all mobile applications published by Avord or our Affiliates for access to or use of the Site or any Site Services.

“User Content”
means any comments, remarks, data, feedback, content, text,
photographs, images, video, music, or other information that you or any
Site Visitor or User post to any part of the Site or provide to Avord,
including such information that is posted as a result of questions.

“You”
means any person who accesses our Site, including a Site Visitor or
User and including any entity or Supplier on whose behalf any such
person accesses or uses our Site.