Aumnics Inc Terms of Use

Updated on October 01, 2023

Effective as of November 01, 2023

  1. Definitions. The following terms are used throughout these Terms of Use and have specific meanings. You should know what each of the terms means.
    1. The term “Service” refers to the services provided by Amy, including without limitation access to Amy’s online community; communication tools; document management and storage solutions; and payment services. Amy does not provide an Agency referral service or serve as an employment agency. We provide a venue for our Users to meet and exchange information with our Consultant Agencies.
    2. The term “User Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document and the Addendum as defined herein.
    3. The “Website” refers to Amy’s website located at https://www.amy.pro/en all subpages and subdomains, and all content, services, and products available at or through the Website.
    4. “Amy,” “We,” and “Us” refer to Aumnics, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Consultant Agencies are not part of Amy.
    5. “The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Client, a Consultant Agency, both, or neither.
    6. “Consultant Agencies” refer to registered software companies and the consultant they publish on Amy, They are the users in the software services industry who may communicate with and provide contracting or consulting work to Clients or fellow Consultant Agencies via the Service. Consultant Agencies are not the employees or agents of Amy. Please see Section 6 of this Agreement for more information about Consultant Agencies.
    7. “Clients” refer to 1) Users who submit requests for proposals from Consultant Agencies for providing software services for a fee (“Jobs”); and 2) Users who contract with Consultant Agencies for additional work, which, for purposes of Section 7 below, may include permanent employment, beyond the initial Job which established the Consultant Agency- Client relationship. Consultant Agencies may submit proposals (“Bids”) for such Jobs and may also establish terms of the relationship with the Client via a signed MSA or other written agreement. Please see Section 6(b) for more information about Jobs, Bids, and Clients
    8. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any User (Client or Consultant Agency).
    9. “Addendum” refers to the Amy Terms of Use Addendum and the terms and conditions of which are incorporated herein.
  2. About the Amy Service.
    1. The Amy Service is a platform for collaboration and communication between software services agencies and software engineering teams they publish on Amy as consultants and those seeking to hire contractors or outsource projects. The Amy service provides access to Amy’s virtual community of software consultant agencies; easy collaboration through Amy’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.
    2. Amy Is not a software services firm. Amy does not offer software engineering services representation. Amy does not offer any tech advice, tech opinions, recommendations, referrals, or counseling. Consultant agencies are not the employees or agents of Amy. Amy is not involved in agreements between users or in the representation of users. At no point may Amy be held liable for the actions or omissions of any agency or its consultant agency performing consulting services for you.
    3. Amy Is not a software engineering agency's referral service or employment agency. Amy is not an engineering talent referral service or employment agency. Amy does not select or endorse any individual consultant agency to service a client. While Amy uses commercially reasonable efforts to confirm that registered consultant agencies are qualified engineers, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any consultant agency. Amy does not warrant or guarantee that consultant agencies are covered by professional liability insurance. Amy encourages clients to research any consultant agency or user before accepting professional advice.
    4. Amy does not vouch for any of its Users. Amy simply provides a platform on which those seeking to hire software contract talent or outsource software projects may communicate and transact with software engineering professionals. Amy does not endorse any of its Consultant Agencies and does not sanction statements that Consultant Agencies make on the platform. Amy makes no representation concerning the qualifications of service providers or their consultants.
    5. Amy does not guarantee results. From time to time, clients may submit reviews of consultant agencies; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future software project or consultant. Amy will have no responsibility or liability of any kind for any user-generated content or advice you encounter on or through the Website, and any use or reliance on user-generated content or advice is solely at your own risk
    6. Use of Amy does not create a software service provider-client relationship with Amy. Amy does not offer advice or services. Any use of the Amy service is not intended to, and does not, create an service software service provider-client relationship. Any agency or its consultant-client relationship must be in writing and between consultant agencies and clients and as further described in Section 6. Any communication via Amy may not be held confidential. Amy is not liable for the actions or omissions of any agency or its consultant agency performing consulting services for you.
  3. User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
    1. User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from Amy. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Amy immediately of any unauthorized use of the account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.
    2. Relationship with software agencies or consultant agencies. Because we cannot guarantee the fitness of any of our agencies or consultant agencies for your specific needs, we encourage clients to research any agency or consultant agency before hiring software contractors from agencies or outsourcing projects to agencies. clients may also request a written master services agreement specifying the terms, scope, limitations, and conditions of the representation.We may provide a template of the MSA or a digital signatures to use the service quickly but both the agency and clients should check with your legal teams before they take a decision to use it. It's a common MSA with standard terms provided just as a template as a starting point. It should be thoroughly vetted by your legal teams before signing such MSA.
    3. No reliance on user-generated content. user-generated content posted on the website, such as blog posts, is provided for informational purposes only, with no assurance that the user-generated content is true, correct, or accurate. user-generated content is not a substitute for professional advice or a solicitation to offer any advice regarding specific facts. You should not delay or forego seeking legal advice or disregard professional legal advice based on user-generated content. Delay in seeking such legal advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation. user-generated content is not regulated by any state or national bar association.
    4. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this agreement; (ii) your use of the service will be solely for purposes that are permitted by this agreement; (iii) your use of the service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the service will comply with all local, state and federal laws, rules, and regulations, and with all other Amy policies.
  4. Use and conduct restrictions. You are allowed to use the service as long as you follow a few basic rules. The following use restrictions and conduct restrictions are the basic rules we expect users to follow while using the service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.
    1. Prohibited content. You agree that you will not under any circumstances transmit any content (including software, text, images, or other information) that
      1. Is unlawful or promotes unlawful activity
      2. Defames, harasses, abuses, threatens, or incites violence towards any individual or group
      3. Is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
      4. Is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
      5. Contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
      6. Infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights
      7. Impersonates any person or entity, including any of our employees or representatives; or
      8. Violates the privacy of any third party.
    2. Users must be over the age 18 years. You represent that you are over the age of 18 years. Amy does not target our content to children or teenagers under 18 years of age, and we do not permit any users under 18 years to use our service. If we learn of any user under the age of 18, we will terminate that user’s account immediately.
    3. No liability for user Interactions; Amy may monitor interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, job postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your technical interactions.
    4. Right to terminate accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any user conduct is appropriate and complies with these Terms of use, or terminate or deny access to and use of the service to any user for any reason, with or without prior notice.
  5. User-generated content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.
    1. Responsibility for user-generated content. You may create content, written or otherwise, while using the Service (“User-generated content”). You are solely responsible for the content of, and any harm resulting from, any User-generated content that you post, upload, link to or otherwise make available via the service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any user-generated content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your user-generated content.
    2. Right to post. You represent and warrant that you have the right to post all user-generated content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to user-generated content, and have taken all steps necessary to pass through to end users any required terms.
    3. Amy may modify or remove content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any user-generated content appropriate and complies with these Terms of Use, or refuse or remove any user-generated content that, in our reasonable opinion, violates any Amy policy or is in any way harmful, inappropriate, or objectionable. Amy further reserves the right to make formatting and edits and change the manner any user-generated content is displayed on the website.
    4. Ownership of user-generated content. Except for content that originates from Amy, we do not claim ownership of any content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for user-generated content you post. You may control access to your user-generated content through settings in your user account.
    5. License grant. Solely to allow Amy to use content you upload to the service reasonably without violating any rights you have in it, you grant us the following rights: by posting any content via the website, you expressly grant Amy and our successors a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the content in connection with Amy’s business purpose. This license does not grant Amy the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the content is removed from the Website.
  6. Consultant agencies. Consultant agencies are employees of software services agencies that create their company account on Amy, who offer to perform consulting services for prospective Clients. They are not employees of Amy.
    1. No service provider-client relationship through website use. Use of the Amy website may not form a service provider-client relationship with consultant agencies. Information posted or made available on or through the Website, including, without limitation, any responses to legal questions posted on the website; information in Amy’s guides and documents; information posted publicly on the website; or information sent in an unsolicited message to a user is not intended as legal advice, is not confidential, and does not create an service provider-client relationship. It is considered user-generated content.
    2. Service provider-client relationship through service use. A service provider-client relationship may be formed through the use of the service between users and consultant agencies only. Clients may post Jobs through the service. Consultant agencies may submit bids and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a consultant agency’s representation is strictly limited to the matter agreed upon in the bid unless client and consultant agency subsequently formalize their arrangement via a signed MSA (Master services agreement) or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal. A bid is not a substitute for an in-person or telephone consultation with a service provider about your specific requirement, and you should not rely upon information contained in a bid as legal information. Amy takes every reasonable effort to ensure the privacy of bids and other personal messages on our service, but it cannot guarantee confidentiality. We may provide communication channels such as audio call, video call, screen sharing features digitally from the service for your comfort but be very clear that any conversation happening via the service is not considered confidential, communication requiring confidentiality should take place outside the Amy service, such as via telephone or in-person meet.
    3. User Responsibilities. Consultant agencies and users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the website, including without limitation user-generated content, and any communications they may have with prospective clients through the website or the service, fully comply with all applicable laws and rules of professional conduct and those regulating the form, manner or content of communications with clients, advertising, or other matters.
    4. Payment of consultant agencies for users work. Certain specific terms govern consultant agencies and payment.
      1. Amy Is not a party to contracts. Clients may contract with consultant agencies through posting and acceptance of jobs. Such contracts are solely between the client and the consultant agency. Amy will not be a party to any contracts for jobs submitted through our service, unless posted by an Amy officer. Amy facilitates these contracts by supplying a platform for communication management and payment tools.
      2. All fees are paid to consultant agencies. Amy does not provide software services and does not charge for software services. Payments made to consultant agencies via Amy’s billing platform are transferred directly to the consultant agencies payment account, less any associated service and processing fees (e.g. credit card fees).
        Consultant agencies shall receive payment through the service for all user transactions. As further defined in the addendum, as a consultant agency of Amy, you agree to process all retainers, invoices, all amounts billed to any clients at all times (“Payments”) on the Amy platform. You agree to process such payments through the Amy platform even if the clients request that you perform a different assignment or matter from the job request posted via Amy. If a client is either unwilling or unable to make payment via Amy, the consultant agency agrees to notify Amy of any new payment arrangement. Payment by a client to a consultant agency, made outside of the service without prior notification to Amy, constitutes a full waiver by both parties of any Amy payment guarantees or dispute protections as discussed in Sections 14 and 15 below, even as they may relate to prior payments made within the service.
      3. Standard payment terms. clients and consultant agencies follow the following standard payment terms to start the work. In order to build trust with each other, reduce risk for both the parties, brings certainty and avoid the need for custom negotiations to get started quickly standard payment terms help both clients and Consultant Agencies

        Free trial period

        Clients have the opportunity to experience the services of any contractor offered on Amy by Consultant Agency for an initial week without incurring any charges.

        During this trial period, if a client decides to discontinue the engagement for reasons known to the client, no payment will be required for the work performed by the contractor. The Consultant Agency willingly assumes this cost as a part of conducting business and does not anticipate any payment from Amy or the clients following the free trial period.

        However, if the client chooses to continue working with the same contractor after the free trial period, the client will be responsible for compensating the Consultant Agency for the work performed during the trial period. In such instances, the Consultant Agency will receive payment from the client for the services rendered during the free trial period as well.

        Payment for 15 days of work/80 hours

        Following the completion of the trial period, clients are required to make an upfront payment for 80 hours or 15 days of work. The Consultant Agency will receive this payment, with the deduction of any applicable service fees, payment processing charges, wire charges imposed by the bank, or similar charges.

        Payment for 15 days of work/80 hours and adjustment of previous payment

        For the second payment, clients are again required to pay in advance for 80 hours or 15 days of work. However, this payment will be adjusted to account for the actual hours worked as per the previous invoice.

        If the actual hours worked during the previous period were less than the originally estimated hours, the payment for the current period will be reduced accordingly. Conversely, if the actual hours worked exceeded the original estimate, the payment for the current period will be increased to cover the additional hours.

        This adjustment ensures that clients are only charged for the actual work performed, promoting transparency and fairness in the payment process.

        Rounding off the billing cycle

        For the third payment, clients are required to pay in advance; however, this payment signifies the start of the rounding off month. If a resource is hired in the middle of a month, the billing cycle will commence from the 1st day of the following month.

        This rounding off period allows for a smoother and more streamlined billing process, aligning the payment cycle with the start of each month. By adopting this approach, clients can anticipate consistent billing periods and plan their payments accordingly

        T+7 days post-work billing

        The term 'T' refers to the transacting month. Following the completion of work within the current month, clients are required to make payment within seven days.

        This payment structure allows clients a grace period of one week to remit the payment for the services rendered during the transacting month. By adhering to this timeline, both parties can ensure timely and efficient financial transactions, promoting a mutually beneficial working relationship.

        T+30 days post-work billing

        The term 'T' refers to the transacting month. Following the completion of work within a specific month, clients are expected to make payment by the end of the following month.

        For example, if work is performed throughout the month of July, the corresponding invoice for July's services should be settled before the end of August. This 30-day payment period allows clients ample time to review the invoice and fulfill their financial obligations in a timely manner, ensuring smooth and consistent payment cycles.

        Cancellation of the contract

        During the active engagement of the contract, the billing cycle follows the T+30 days payment terms. However, if the client decides to cancel the contract, the client is responsible for settling all outstanding bills, in addition to paying an advance amount equivalent to a one-week notice period.

        The notice period amount is calculated as 8 hours per day for 5 days, totaling 40 hours. Upon serving the notice, the resource will work for an additional 40 hours during this notice period

        This approach ensures a smooth transition during contract cancellation while allowing for the completion of any pending work or necessary handover activities.

    5. Amy membership subscription. As further defined in the addendum, you agree to the membership subscription fees in connection with your use of the Amy service (“Membership Subscription”).
    6. Promotional codes and credits. Amy may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to a consultant agency’s services, subject to the following terms and any additional terms that Amy establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern consultant agencies and payment.
      1. Use of promo codes does not imply a service provider-client relationship. From time to time, clients may have access to discounts supplied by Amy which, in part, use Amy’s funds to pay for a portion of the fees paid by Clients to Consultant Agencies. The use of such coupons does not imply any Service provider-client relationship between Amy and the consultant agencies where a coupon is used for any paid billings from a Client.
      2. Promo codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
      3. Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Amy. Promo codes have no cash value and may expire or be disabled by Amy at any time, for any reason, prior to your use. Amy reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo codes by you or any other user in the event that Amy determines or believes that the use or redemption of the Promo code was in error, fraudulent, illegal, or in violation of the applicable Promo code terms.
      4. Default promo code “One week trial”. To make it easy for Clients to try the services or consultants of the service providers, Every service provider while creating your account on Amy is aware and accepts that consultant agencies will provide every consultant for a week free trial period. This will allow clients to try before hire time instead of one or two hours of interview. Every consultant agency who agrees to this clause only offers their services on Amy and creates their account on Amy otherwise the consultant agency should not use Amy or stop using the Amy website and service immediately.
  7. Contingent Recruiting
    1. Clients cannot employ any contractor from the consultant agency as a full-time employee, All the people client’s hire on Amy are employees of other software services agencies and the software agencies are publishing their employees as contractors on amy.pro. They can only be hired for contract work and not for full time positions under any circumstances.
    2. If we learn about any client that hired a contractor as a full time employee then it is illegal and we shall notify the same to the service provider and ask them to take necessary legal action that they deem fit in such a situation. We try our best via our service to take all precautions to avoid such a situation but we cannot be held legally responsible for such a situation.
  8. Disintermediation Policy and Fees.
    1. The parties acknowledge that Amy uses substantial labor and effort to connect clients with Amy’s consultant agencies. Except as provided in section 7.a and 7.b, above, client represents and warrants that it will not circumvent or attempt to circumvent Amy or this Agreement, or in any way procure software services from a consultant agency outside of the Amy platform, without Amy’s prior written consent. Should a client breach its warranty in this section, Client shall pay Amy a one-time fee equal to the greater of: 1) twenty five percent (25%) of Consultant agency’s estimated annual compensation from client; or 2) $12,500. Upon payment of the aforementioned fees described in this Section, Amy shall provide written consent for the consultant agency to provide software services to clients off of the Amy platform. This section shall not apply to a client who has a demonstrable history of obtaining software services from Consultant Agency, prior to the effective date of this agreement.
    2. At Amy’s discretion, any consultant agencies engaging clients such as to cause a violation of 8.a. above may have substantial restrictions placed on their account, which may meaningfully limit their usage of Amy
  9. Third party content. There may be content from third parties on Amy’s website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.
    1. Access to third party content. By using the service, you will be able to access content belonging to or originating from third parties (“Third Party Content”). Your use of the service is consent for Amy to present this content to you. You acknowledge all responsibility for, and assume all risk for, your use of third party content.
    2. No responsibility for third party content. As part of the service, Amy may provide you with convenient links to third party website(s) as well as other forms of third party content. These links are provided as a courtesy to service subscribers. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Amy. We are not responsible for any third party content accessed through our website. If you decide to leave the website and access third party content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
    3. No authorization to use third party content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any third party content except as permitted by Amy’s terms and conditions.
  10. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by Amy violates your copyright, please notify Amy in accordance with our Digital Millennium Copyright Act Policy.
    1. Termination of repeat infringer accounts. Amy respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a user’s access to and use of the website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Amy or others. We may terminate access for software agencies, participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
    2. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to Amy and we shall review your request with our designated copyright agent and take appropriate action after contacting the party that made such content available or atleast try to contact them in good faith and take appropriate action after discussing the same.
    3. Response To DMCA Take-Down Notices. If Amy takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Amy. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as https://lumendatabase.org/.
    4. Counter-Notices. If you believe that your user-generated content that has been removed from the website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the website, you may send a properly formatted counter-notice to Amy’s copyright agent using the contact information we may provide you.
    5. Response to DMCA Counter-Notices. If a counter-notice is received by Amy’s copyright agent, Amy may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
  11. Intellectual Property Notice. Amy retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.
    1. No Transfer. Amy retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any Amy or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.
    2. Specifically, Amy, amy.pro, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of Aumnics, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Amy, except as an integral part of any authorized copy of the Content.
  12. Email Communications. We use email and electronic means to stay in touch with our users.
    1. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from Amy in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Amy provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.
    2. Legal Notice To Amy Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to Amy or any of our officers, employees, agents or representatives in any situation where notice to Amy is required by contract or any law or regulation.
  13. Termination. As further defined herein and subject to the Addendum, you may cancel this Agreement and close your account at any time. The foregoing termination for convenience does not apply to Consultant Agency’s Membership Subscription per the terms of the Addendum. Termination of the Amy Service does not terminate service provider-client relationships or obligations.
    1. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Amy. If you wish to delete your User account data, please contact Amy at info@amy.pro. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.
    2. Amy may terminate this agreement. Amy may terminate your access to all or any part of the website at any time, with or without cause, with or without notice, effective immediately.
    3. Relationships between service provider and client survive termination. termination of your relationship with Amy does not affect your relationship with any consultant or client you have retained through the Amy service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the Amy relationship.
    4. Some provisions survive termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  14. Payment and Transactions.
    1. Payment process. As further defined herein and in the addendum, payment will be processed as specified in the proposal and/or invoice and agreed upon by the client and the consultant agency. When a job (or a segment thereof as pre-agreed in writing by the client and the consultant agency) is marked as completed by the consultant agency, Amy will inform the client that the Job (or a segment thereof as pre-agreed in writing by the client and the consultant agency) is complete. The client must then pay the agreed-upon amount or request changes. If the client has taken no action after 24 hours, Amy will have the right to charge the client's credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The client may submit disputes over payment to info@amy.pro provided that he or she adheres to the other conditions set forth in Section 14 (Client-Consultant Agency Dispute Resolution Procedures).
    2. Responsibility for payment. You are responsible for all fees, including taxes, service, and processing fees, associated with your use of the service. By using the service, you agree to pay the consultant agency through Amy the amount agreed on in the Bid or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to info@amy.pro and adhere to the other conditions set forth in Section 15 (Client-Consultant Agency Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.
    3. Amy’s responsibility. Amy agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account. Amy agrees to pay the applicable consultant agency the amount received, less service or processing fees, if any.
    4. Payment Authorization. By agreeing to these terms and those contained in the addendum, you are giving Amy permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize Amy to bill, as well as any payments owed for consultant agency’s membership subscription. Depending on the services or consultant agency’s membership subscription, Amy may charge you on a one-time or recurring basis. You authorize Amy to charge you the full amount owed to any consultant agency via the service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a consultant agency only uses the services to invoice you for software development services other than those which are the subject of a Bid, by placing your credit card or PayPal account on file with Amy or our third-party payment processor, you acknowledge and agree that the payment terms set forth in this Section 12 shall apply.
  15. Client-verified consultant agency dispute resolution procedures.In the event that a client has a good faith belief that the nature or quality of the software services rendered by a verified consultant agency in connection with the relevant job are not consistent with industry standards or the provisions of the related bid or these terms and conditions, or the amounts invoiced for the software services provided by such consultant agency are not consistent with such bid (such matter, a “services-related disputed matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “withheld payment amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):
    1. Within 24 hours of the date of the related invoice (such period, the “client dispute notice period”), the client shall provide written notice to Amy setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The client’s failure to submit a services-related dispute notice within the client dispute notice period shall constitute such client’s permanent waiver of his or her right to dispute the withheld payment amounts, which amounts will be charged to the client’s on-file credit card, PayPal account, or other approved methods of payment in accordance with Section 13.d. of these Terms of Use.
    2. In the event that the client does submit a services-related dispute notice within the client dispute notice period, and such request contains the information set forth in clause 15.a. above, Amy will attempt in good faith to work with the client and verified consultant agency for a period of up to fifteen (15) calendar days from the date of the services-related dispute notice (such period, the “services-related disputed matter mediation period”) to resolve the services-related disputed matter. In the event that the services-related disputed matter is successfully resolved within the services-related disputed matter mediation period, each of the client, verified consultant agency and, if relevant, Amy will take the agreed-upon steps to execute the agreed-upon resolution.
    3. In the event that the services-related disputed matter remains unresolved at the conclusion of the services-related disputed matter mediation period, by no later than the fourteenth (14th) calendar day after the end of the services-related disputed matter mediation period, Amy shall make a determination in its sole and absolute discretion (the “Amy services-related disputed matter decision”), and based upon the information theretofore provided by the client and verified consultant agency, as to whether the nature and quality of the software services rendered in connection with the job which is the subject of the services-related disputed matter were consistent with industry standards, the provisions of the related bid and these terms and conditions. Should Amy decide the services-related disputed matter in favor of the verified consultant agency, the client shall be obligated to make payment of the withheld payment amounts to such consultant agency within the seven (7) calendar day period after the date on which such client is notified in writing of the Amy services-related disputed matter decision (the “Amy services-related disputed matter decision notice”). In the event that the client fails to make timely payment, Amy will remit the withheld payment amounts to the verified consultant agency who will assign his or her rights to reimbursement for such amounts to Amy which may, in its sole discretion, process payment pursuant to Section 13.d and/or elect to pursue its rights and remedies against the client.
    4. Should Amy decide the services-related disputed matter in favor of the client, the client shall no longer be obligated to make payment of the withheld payment amounts to the verified consultant agency and shall be deemed to have assigned all of his or her rights with respect to the services-related disputed matter to Amy. In such event, the verified consultant agency shall (i) be deemed to have waived his or her rights to seek such amounts from the client, and (ii) have the right to initiate binding arbitration proceedings with respect to the withheld payment amounts against Amy which are equivalent to those proceedings set forth in section 21.d. hereof (arbitration) by providing Amy with written notice of his or her exercise of such right within ten (10) calendar days after the date of the services-related disputed matter decision notice (such period, the “services-related arbitration election time period”). In the event that the verified consultant agency does not exercise his or her right to initiate arbitration proceedings during the services-related arbitration election time period, he or she shall be deemed to have permanently waived his or her right to payment of the withheld payment amounts.
    5. In the event that the verified consultant agency and client have both timely availed themselves of the rights set forth in Section 14 and Section 15, the procedures set forth in Section 15 shall take precedence over the proceedings set forth in Section 14 and the verified user consultant agrees to permanently waive his or her right to pursue his or her rights set forth in section 13 with respect to the facts and circumstances underlying the payment-related disputed matter. The procedures set forth in this Section 15 shall be referred to herein as the “alternative dispute resolution procedures.”
  16. Disclaimer of warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
    1. Amy provides the website and the service “as is,” without warranty of any kind. Without limiting the foregoing, Amy expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
    2. Specifically, Amy makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
  17. Limitation of liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.
    1. To the extent permitted by applicable law, in no event will Amy be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your user-generated content; (ii) your use or inability to use the service; (iii) the Service generally or the software or systems that make the service available; or (iv) any other interactions with Amy or any other user of the service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Amy has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Amy will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
  18. Third party beneficiaries. Consultant agencies are intended third-party beneficiaries of this section of the terms of use. Any legal information provided on the service is for informational purposes only. Amy and any creator of user-generated content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will Amy or a consultant agency be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the service or the user-generated content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Amy or contributors of user-generated content are advised of the possibility of such damages. Neither Amy nor contributors of user-generated content are liable for any personal injury, including death, caused by your use or misuse of the service or user-generated content.
  19. Release and Indemnification.
    1. You agree to indemnify and hold harmless Amy from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the website and the service, including but not limited to your violation of this agreement.
    2. If you have a dispute with one or more Users, you release Amy from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
  20. Modification of Terms of Use. Amy may amend this agreement from time to time, and in Amy’s sole discretion. We will provide notification to users of material changes to this agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this agreement. Your continued use of the service after the effective date of a revised version of this agreement constitutes your acceptance of its terms.
  21. Dispute Resolution and Arbitration Agreement
    1. Amy is committed to participating in a customer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Amy in the United States (to the extent not in conflict with Section 21).
    2. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Amy each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Amy’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
    3. Agreement to Arbitrate. You and Amy mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Amy Service (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Amy agree that the arbitrator will decide that issue.
    4. Exceptions to Arbitration Agreement. You and Amy each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
    5. Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Amy agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
    6. Modification of AAA Rules - Attorney’s Fees and Costs. You and Amy each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.
    7. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
    8. Jury Trial Waiver. You and Amy acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
    9. No Class Actions or Representative Proceedings. You and Amy acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Amy both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
    10. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
    11. Changes. Notwithstanding the provisions (“Modification of these Terms”), if Amy changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Amy’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Amy in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement'' section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
  22. Miscellaneous. This Agreement is controlled by Delaware law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.
    1. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Amy and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions. You and Amy agree to submit to the exclusive jurisdiction and venue of the courts located in the City of Delaware, except as provided below in this Agreement.
    2. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Amy to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
    3. Limitation of Terms of Action. You agree that any cause of action related to or arising out of your relationship with Amy must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
    4. Non-Assignability. Amy may assign or delegate these Terms of Use and/or the Amy Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Amy’s prior written consent, and any unauthorized assignment and delegation by you is void.
    5. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
    6. Complete Agreement. These Terms of Use and the Addendum, together with the Privacy Policy at https://www.amy.pro/en/privacypolicy, represent the complete and exclusive statement of the agreement between you and Amy. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Amy relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized Amy executive, or by the posting by Amy of a revised version.
    7. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

You acknowledge that you have read these Terms of Use and the Addendum (Addendum for subscribed Consultant Agencies only), understand the Terms of Use and Addendum, and will be bound by these terms and conditions.

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