SIDEWORK MAKES NO REPRESENTIONS ABOUT THE SUITABILITY OF THE MATERIALS ON THIS WEBSITE FOR ANY PURPOSE OR SERVICE PROVIDER'S PARTICIPATION, BENEFITS, USE OR EXPECTATIONS CONCERNING SIDEWORK 's WEBSITE, BUSINESS PLATFORM OR SERVICES. ALL SUCH MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. SIDEWORK SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SIDEWORK SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS WEBSITE. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. IN NO EVENT SHALL SIDEWORK, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE MATERIALS IN THIS WEBSITE, THE DELAY OR INABILITY TO USE THIS WEBSITE OR OTHERWISE ARISING IN CONNECTION WITH THIS WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES SOME STATES AND/OR JURISDICTION DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY.
7.1 Copyright. Viewing this Website creates a copy of Sidework materials in your computer's random access memory and/or your hard drive and/or in your proxy server.
7.2 User License. Sidework grants Service Provider permission to view this Website and to print individual pages from this Website for Service Provider's own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms and conditions set forth in this Agreement. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services from this Website. You represent and warrant that you will not use this Website for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices.
7.3 Trademarks. The trademarks, service marks, and logos (the "Trademarks") used and displayed on this Website are registered and unregistered Trademarks SideWork Tech LLC . Nothing on this Website should be construed as granting, by implication, estoppels or otherwise, any license or right to use any Trademark displayed on the Website, without the prior written permission of the Trademark owner. Sidework aggressively enforces its intellectual property rights to the fullest extent of the law. The name of Sidework, the Sidework logo or other Sidework formatives may not be used in any way, including advertising or publicity pertaining to distribution of materials of this Website, without prior, written permission from Sidework. Sidework prohibits use of the Sidework logo as part of a link to or from any other site unless establishment of such a link is approved in advance by Sidework in writing. Fair use of Sidework's trademarks requires proper acknowledgment. Other product and company names mentioned in this Website may be the trademarks of their respective owners.
7.4 Links to Third Party Sites. This Website may contain links to websites owned or operated by parties other than Sidework. Such links are provided for you reference only. Sidework does not control outside sites and is not responsible for their content. Sidework 's inclusion of links to an outside site does not imply any endorsement of the material on the website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does Sidework's inclusion of the links imply that Sidework is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected on the linked website.
7.5 Reliance on Content. Opinions, advice, statements, reviews, offers, or other information or user content made available through the Website, but not directly by Sidework , are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Sidework does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Website; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Website. Under no circumstances will Sidework or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any users. Content on this Website may be changed from time to time without notice.
7.6 Information Provided to Sidework . Service Provider agrees that all of the content and information posted on the Website, including but not limited to Service Provider profiles, screening information, and Ratings & Reviews (including any ratings and reviews or other content posted by you), is the sole and exclusive property of Sidework or the party posting such content. In the event that Service Provider provides Sidework with any feedback regarding the Sidework service or the Website, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Website ("Feedback"), Service Provider hereby assigns to Sidework all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
7.7 Improper Use. If Sidework determines or suspects, in its sole discretion, that Service Provider is misusing or attempting to misuse or circumvent the Sidework services or system, or is using or attempting to use them for any inappropriate purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, Sidework reserves the right, in its sole discretion, to immediately terminate Service Provider's access without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
7.8 Service Provider Posted Content. Service Provider is solely responsible for the content that it publishes or displays (hereinafter, "posts") or that Sidework publishes or displays at Service Provider's request on the Website, or transmit to other users. Service Provider will not post on the Website, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). Service Provider will not provide inaccurate, misleading or false information to the Company or to any other user. If information provided to Sidework or another user subsequently becomes inaccurate, misleading or false, Service Provider will promptly notify Sidework of such change.
Sidework may review and delete any content, messages, double-blind emails, photos or profiles (collectively, "Content"), in each case in whole or in part, that in the sole judgment of Sidework violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm or threaten the safety of users.
By posting Content to any public area of the Website, Service Provider automatically grants, and represents and warrants that it has the right to grant, to Sidework, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, sell, rent, lease, display, reproduce, adapt, modify and distribute such information and Content and to prepare derivative works of, or incorporate into other works, such information and Content, and to grant and authorize sublicenses of the foregoing. Service Provider further represents and warrants that public posting and use of its Content by Sidework will not infringe or violate the rights of any third party.
Service Provider's use of the Website, including but not limited to the Content it posts on the Website, must be in accordance with any and all applicable laws and regulations. All information Service Provider includes in its account information and Skill Profile must be accurate, current and complete. Sidework reserves the right to investigate and terminate your membership if you have misused the Website, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal.
8.1 This Agreement, and the Sidework fee schedule may be changed from time to time and you agree to be bound by any changes that are posted on the Website or which are otherwise communicated to you.
8.1 Privacy. Use of the Website is also governed by our Privacy Policy, available at www.Sideworkapp.com/ privacy. For purposes of the Privacy policy only, SideWork Tech LLC shall be treated as the same company.
8.2 Relationship of the Parties. Service Provider's relationship to Sidework and its affiliated companies is that of independent contractor. In no event will Sidework be considered a joint employer, joint venture, or partner of Service Provider or any of its affiliates or their respective personnel.
8.3 References to Service Providers. Any reference to Service Provider refers to Service Provider Personnel, the equipment, facilities and resources used by Service Provider and its agents or any other third parties that Service Provider engages to fulfill its obligations in providing the Services, regardless of whether Service Provider owns, operates or controls said equipment, facilities or resources.
8.4 Non-Exclusivity. This Agreement is non-exclusive and Sidework may provide leads to any other service provider to perform the same or similar services as that of Service Provider. Similarly, Service Provider may perform like services for others.
8.5 Service Provider may not assign this Agreement without the express written consent of Sidework
8.6 If any part or parts of this Agreement are held to be invalid, the remaining parts of this Agreement will be valid and enforceable.
8.7 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware. Each State has specific guidelines that must also be followed in accordance with specific state laws.
8.8 All disputes between the parties arising out of this Agreement will be first submitted to Sidework Dispute Department. Sidework has the option to try and mediate the dispute before a professional mediator selected by the parties. Such mediation shall be conducted at a mutually agreed time and place, and the mediator's fees shall be split equally between the parties. Any disputes will be handled with a neutral 3rd party called the Americans Arbitration Association. If mediation is unsuccessful, the parties shall submit the dispute to either the U.S. District Court for the District of Delaware, or the Superior Court of Delaware.
8.9 The following provisions outlined in this contract shall survive termination of the Agreement:
Professional Must List Sidework, as an additional insured on their business or personal insurance policy prior to performing any type of work on a project.
Policy Requirements. Each of the insurance policies required shall comply with the following requirements, as applicable:
(a) each liability policy shall name, Sidework as additional insured's, the Contractor and its respective partners, joint ventures and affiliates having an interest in or providing services to the extent such parties are indemnified, above, and such liability policies shall be primary and non-contributing;
(b) any Workers Compensation Insurance described as part of the Insurance Requirements shall include a prior release clause and clauses providing that each underwriter shall waive its rights of subrogation against Sidework and its respective partners, joint ventures and affiliates having an interest in or providing services to and their officers and employees (collectively, the contractor entitiesĀ). Such waiver of subrogation shall not extend to claims made under any Workers Compensation Insurance policy by the Sellers employees as a result of the willful misconduct of any of the Contractor Entities;
(c) each policy shall contain an agreement on the part of the insurers that such policies may not be cancelled nor reduced as to coverage or amount under any policy of insurance required, unless and until the insurer shall give not less than thirty (30) days advance written notice to the Contractor;
(d) each liability policy shall be written on an occurrence basis, if available; provided, however, if any such policy is not available on an occurrence basis, and such policy is written on a claims made basis, such policy shall be subject to the Contractors prior written approval; provided, further, any such claims made basis insurance shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than seven (7) years following termination of this Agreement, including any extension or renewal thereof;
(d) each liability policy shall be written on an occurrence basis, if available; provided, however, if any such policy is not available on an occurrence basis, and such policy is written on a claims made basis, such policy shall be subject to the Contractors prior written approval; provided, further, any such claims made basis insurance shall be maintained until the expiration of any applicable statute of limitations, but in any event for a period of not less than seven (7) years following termination of this Agreement, including any extension or renewal thereof;
(e) each policy must be written so that the effective (or retroactive) date of the policy is prior to the date of commencement of any work on design, fabrication, Delivery and Installation;
(f) each policy shall be carried with responsible insurance carriers licensed to do business in the state in which the Project is located. All such insurance carriers shall have a rating of not less than A XII as rated in the most currently available Bests Insurance ReportsĀ, or as otherwise approved by the Contractor in advance, which approval shall not be unreasonably withheld or delayed; and
(g) each policy shall have reasonable and customary deductible amounts, subject to the limitations set forth by the Contractor in writing, and the Seller shall be responsible for the payment of such deductibles. The cost of defending any claims made against any of the policies required, except Workers Compensation Insurance, shall not be included in any of the limits of liability for such policies.
Evidence of Insurance; Placement. The Professional shall furnish Sidework with evidence of insurance certificates for all insurance being maintained as required herein (including, without limitation, to the extent reasonably requested by the professional, exact language contained in the policies and/or exclusions and endorsements to each such policies in order to ascertain the true nature of the professionals insurance coverage with respect to specific areas of coverage and a letter from the carrier(s) of such policies certifying that such language being furnished constitutes true and complete copies of the language of the policies with respect to the specific coverage areas) on or before the date this Agreement is executed by the Professional and within ten (10) days after the date of any material change in the terms, exclusions or endorsements of such policies or following the professionals request (which shall not be more frequent than once in any twelve (12) month period). The Professional shall not commence work required by the terms of this Agreement until the Professional has obtained all insurance required and has submitted to Sidework the true and complete original evidence of insurance certificates required. Upon renewal of any such insurance that expires before the termination of the Professional's obligation to carry such insurance pursuant to this Agreement, Sidework shall be provided with renewal certificates or binders not less than ten (10) days prior to such expiration together with evidence of the payment of premiums thereon.
Failure to Provide. Should the Professional at any time neglect or refuse to provide the insurance required in this Agreement, or should such insurance be canceled, the Professional shall have the right, but not the duty, to procure the same and the costs thereof shall be deducted from monies then due or thereafter to become due to the Seller.
Waiver of Subrogation. Each party hereby waives, both for itself, and its agents, employees, principals, contractors and subcontractors (and on behalf of their respective insurers) all claims which would be covered by the fire and extended coverage insurance policies maintained by the waiving party, and all subrogation rights in connection therewith.