This User Agreement (“Agreement“) is a legal agreement between you (“Client“, “You”, “Your”) and 24hoursMVP, Inc. located at 1380 Village Way, C203, Costa Mesa, CA 92626 US (“Kavun“,“Platform”, “We”, “Us”, “Our”) effective as of the date of signing (“Effective Date”) which sets forth the terms and conditions that govern Your use of the Platform and engagement of services offered therein.
WHEREAS, the Platform operates as a marketplace that connects Clients with freelance software developers, software development mentors and consultants; and
WHEREAS, the Client desires to register as a user on the Platform and avail the services from freelancers listed on the Platform.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Client agrees as follows:
To become a registered user of the Platform, the Client(s) must provide accurate and complete information about themselves including but not limited to their correct entity name, first and last name, e-mail and contact information along with the true and accurate details of their business and business location. Client needs to create a username and password to access the Platform and its services. The Client shall be solely responsible for maintaining the confidentiality of its login information and for any use or misuse of the Platform that occurs under its account. We hereby reserve the right to suspend or terminate Your usage of Our Platform in case You provide Us with false, incorrect or incomplete information.
Please take note that registration of Your account is subject to Kavun’s approval. We retain the right to reject the registration of Your account in case You fail to submit enough verification documents or for any other valid lawful reason.
2. ELIGIBILITY FOR ACCOUNT
You hereby commit to using Our services strictly for professional purposes only. You affirm that You are of legal age and otherwise eligible for accepting this Agreement as an incorporated entity. By creating an account or utilising Our services, You certify that You are operating under Your own brand name and are not utilising any other brand’s identity for this purpose. It is Your sole responsibility to adhere to all licensing registration and other legal requirements pertaining to Your business or the business for which You are acting as an agent.
Kindly be notified that the Platform may at its sole discretion, require Your company’s incorporation documents or any other legal document for the verification process at the time of registration of Your account or thereafter.
3. RELATIONSHIP WITH KAVUN
The Platform provides a marketplace for Clients to avail freelance software development services from freelancers. Our Platform offers Client(s) services including but not limited to hosting the Platform, facilitation of the contracts and assistance in the resolution of disputes that may arise in connection with the usage of the services. The Platform is not responsible for the quality of services provided by the freelancers and does not guarantee any specific results from the use of freelancer services.
The Client understands, agrees and acknowledges that Kavun is an information technology-based Platform connecting the Client(s) and freelance software developers and software development mentors and consultants. This Agreement hence is a bipartite contract between the Client and freelancers enlisted on Kavun. Hence, Kavun shall not be made a party to dispute with respect to any legal proceedings between the Client and the freelancer.
Kavun in its sole capacity does not engage in the provision of freelancer services nor does it hire individuals to perform such services. As a Client, You acknowledge and understand that Kavundoes not oversee, manage or control freelancers in fulfilling any contractual obligations they may have under a service relationship with You. You further agree that Kavun is not responsible for the execution of the freelancer’s services.
4. FLEXIBLE PAYMENT OPTIONS FOR CLIENTS: HOURLY, MONTHLY, AND PROJECT-BASED PAYMENTS
The Client will have the flexibility to choose from three payment options which include:
i. Hourly payments will allow Clients to determine the minimum and maximum amount of working hours per week;
ii. Monthly payments are similar to hourly payments, but with a predetermined number of hours worked; and
iii. Project-based payments with defined milestones.
5. PAYMENT TERMS
Mode of payment: All payments will be made in U.S. Dollars and will be processed electronically via credit card, bank wire, ACH transfer, or Deel to Kavun’s account. The Clients are obligated to make the payment within one (1) week of receiving the invoice, irrespective of the payment method selected. A rate of 1.5% per month interest will be applied to any past-due amounts that have remained unpaid for over one (1) week after they were due and payable. Nevertheless, the Platform retains the right to amend this timeline on a contract basis.
In case Kavun initiates any action to recover any unsettled, undisputed past-due amounts, You will be responsible for reimbursing Kavun’s collection expenses, including attorneys’ fees and costs of arbitration or other proceedings.
Default in payment: In the event the Client fails to fulfil their obligations, We reserve the right to take action without prior notice by temporarily or permanently closing their account and withdrawing their access to Our services including the Client’s ability to utilise the Platform for payment processing, enter into service contracts and obtain further freelancer services. Such measures may be taken to protect the integrity and security of Our Platform as well as to prevent any potential losses or damages that may arise as a result of the Client’s default. It is important for Clients to abide by Our terms and conditions in order to maintain a positive and productive relationship with Our Platform and other users.
Marketplace fee: The Platform may have varying commission rates ranging from 0% to 20%, depending on the specific nature of the services being offered. It is noteworthy that the Platform offers a level of flexibility to Clients and freelancers in the determination of the fees for each project.
6. RELATIONSHIP OF THE CLIENT AND THE FREELANCER
The Platform will provide an option to the Client(s) to establish any agreement with the freelancer they consider suitable such as a non-disclosure agreement or confidentiality agreement, provided that this separate agreement does not contradict or restrict Kavun’s responsibilities under this Agreement.
In furtherance, You may directly engage or employ freelancers outside of the Platform to become a co-founder, employee or pursue any other arrangement You may deem fit provided that You follow certain conditions. These conditions include giving Us written notice beforehand and allowing Kavun to arrange for a reasonable wind-down period for the freelancer. The wind-down period may be 30 (Thirty) days but Kavun may adjust the period depending on the freelancer’s commitments to Kavun or other client(s).
In the event that You hire the freelancer directly, the freelancer shall be responsible for paying fees to the Platform for a period of 12 (Twelve) months from the date of the initial engagement with You. Such fees shall be charged directly to the freelancer’s card and shall not be subject to any intermediate bank transfers.
You shall act as a guarantor of the freelancer’s payment obligations and shall be responsible for covering any fees owed by the freelancer in the event that the freelancer fails to make timely payment. This agreement shall remain in effect for a period of 12 months or until the freelancer terminates their relationship with You.
7. DISCLAIMER OF WARRANTIES
Kavun does not guarantee the quality of services and does not make any claims about their uninterrupted or error-free nature. This implies that there may be unforeseen interruptions or technical glitches in the service provision which are beyond Our control.
Furthermore, Kavun acknowledges that the services, including any content or information provided on their Platform are provided on an “as is” and “as available” basis. This means that the services are provided without any express or implied warranties and the Clients must take responsibility for their use of the services.
Kavun disclaims any implied or statutory warranties to the maximum extent permitted by applicable law. This includes any implied warranty of title, accuracy of data, non-infringement, merchantability, or fitness for a particular purpose.
The disclaimer of warranties is a legal statement intended to limit the potential liability of Kavun. It is in line with industry practice and is intended to protect both the Platform and the Client(s). Despite this disclaimer, Kavun endeavours to provide high-quality services through its freelancers and will endeavour to address any issues that may arise promptly.
8. LIMITATION OF LIABILITY
Kavun cannot be held liable for any damages or losses that may occur as a result of using itsPlatform or services. This includes issues such as the inability to use the Platform, delays or disruptions, viruses or malicious software, glitches or errors, hardware damage, actions of third parties, account suspension or reliance on other site content. Clients agree not to hold Kavunresponsible for any of these issues.
As Kavun is simply an information technology-based Platform that is not involved in the transactionbetween Client(s) and freelancers, You release Kavun from any claims, demands, or damages, whether known or unknown, arising from any dispute with another Client or the freelancer. This includes but is not limited to disputes regarding the quality of freelancer services, performance, and refund requests. The maximum liability of Kavun for any claim by a Client will be the feesreceived by Kavun related to contracts involving the Client in the six-month period preceding the claim.
Regardless of whether Kavun has been informed of the possibility of such costs or damages, or if the limited remedies provided herein are ineffective for any reason, the limitations will apply to any liability arising from any cause of action, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement.
9. TERM AND TERMINATION
This Agreement allows either You or Kavun to terminate this Agreement at any time by providing a valid reason and a prior written notice of 30 (Thirty) days is required to be given to the other party. This will result in the termination of all other terms of service unless otherwise stated in the Agreement. If You choose to terminate the Agreement, Your access to Kavun’s services will be revoked and Your account will be closed. To terminate the Agreement, You can send a written notice to yev@24hoursMVP.xyz.
By agreeing to the terms, You acknowledge and understand that Kavun is not a party to any contract between You and the freelancer. If You attempt to terminate the Agreement while having open projects, You will be obligated to pay the entire amount of the project and any other unpaid amounts accrued up until the termination date. You will still be bound by this Agreement and other terms until all projects are closed and Your access to the Platform will be immediately terminated.
Right to terminate the services: Kavun has the right to limit or terminate Your access to the services or the Platform or deny Your registration or refuse to provide services in certain situations. These situations include but are not limited to: (i) violating any terms and conditions of this Agreement or the terms of service; (ii) providing false or misleading information; (iii) actions that may cause legal liability or harm or involve illicit or illegal activity or are against the interests of thePlatform; or (iv) complying with a court order or other legal process.
You are not permitted to re-register for a new account or use the Platform with the same or a different account after it has been temporarily or permanently closed without Our prior written approval. If You attempt to access the Platform using a different account, We have the right to take back any available funds that are in that account or use any other accessible payment method to cover any debt You owe.
You will indemnify, defend and hold Us harmless from any claims or liabilities that may arise from various circumstances, such as Your use of the services, any work product or user content that You produce, any contract that You enter into, Your failure to comply with the terms of this Agreement or applicable laws, any negligence, wilful misconduct, or fraud committed by You or Your agents, or any violation of third-party rights. In this section, “agents” include anyone who has apparent authority to access or use Your account by using Your username and password.
11. DATA PROCESSING: PERSONAL INFORMATION
Personal Information may be processed and subsequently used or further communicated by either party only for purposes described in this Agreement or subsequently authorised in writing by the parties. The Client shall ensure that the Personal Information must be accurate and, where necessary, kept up to date.
The Personal Information must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed. Additionally, it should be kept in a form thatpermits the identification of data subjects for no longer than is necessary for the purposes for which the Personal Information was collected or further processed.
For the purpose of this clause, Personal Information is defined as information that directly or indirectly identifies You, such as Your first and last name, residential address, e-mail address, or other contact details. Sensitive personal information is covered under the ambit of Personal Information that includes passwords, financial information such as bank account, credit/debit card, or other payment instrument specifics. These definitions may differ depending on the jurisdictionand You should refer to the most appropriate meaning according to applicable law(s).
12. INTELLECTUAL PROPERTY
As per the terms and conditions outlined in this Agreement, it is hereby stated that all intellectual property rights pertaining to Kavun, including but not limited to trademarks and copyrights, shall be deemed proprietary to Kavun.
Furthermore, the Client acknowledges and represents that it shall not use the intellectual property of Kavun, including trademarks and copyrights, for any purpose other than as specifically permitted by the Agreement. Any unauthorized use or reproduction of Kavun’s intellectual property by the Client shall be deemed a breach of the Agreement and may result in legal action being taken by Kavun to protect its proprietary rights. In view of the foregoing, it is agreed that the Client shall at all times adhere to the terms and conditions of this Agreement with respect to the use and protection of Kavun’s intellectual property.
For the purpose of this clause, Intellectual Property includes but is not limited to ideas, concepts, creations, discoveries, inventions, improvements, know-how, trade or business secrets; trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research projects, and other confidential and proprietary information, computer programming code, databases, software programs, data, documents, instruction manuals, records, notes, user guides; in printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions of Kavun.
“Confidential Information” shall mean, without limitation, any and all non-public technical or business information, including third-party information, furnished or disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that, if in a tangible medium, the Disclosing Party has marked as “confidential,” “proprietary” or similarly at the time of disclosure and that, if disclosed orally, the Disclosing Party indicates as confidential or proprietary at the time of disclosure and subsequently, within twenty (20) days after the date of such oral disclosure, confirms as confidential or proprietary in a writing sent to the Receiving Party that describes the information that is to be kept confidential
Standard of care: Each party will maintain all Confidential Information it receives from the other in confidence using commercially reasonable standards and no less care than it uses with its own information, and will use and disclose such information only as contemplated by this Agreement or as authorized by the Disclosing Party.
Exceptions: These obligations do not apply to information that: (a) is generally available to the public other than by a breach of this Agreement; (b) is rightfully received from a third party lawfully in possession of the information and not subject to a confidentiality or non-use obligation; (c) is independently developed by the Receiving Party or its personnel, provided the persons developing the information have not had access to the information of the Disclosing Party; or (d) was already known to the Receiving Party prior to its receipt from the Disclosing Party.
Return of Confidential Information: Upon the termination, cancellation, or expiration of this Agreement for any reason, or upon Kavun’s earlier request, the Client will deliver to Kavun all of the its Confidential Information in a tangible form that the Client may have in its possession or control.
14. DISPUTE RESOLUTION
In the event of any dispute arising out of or in connection with this Agreement, the parties agree to resolve the dispute in good faith through informal negotiations. Kavun will provide a facilitated discussion process and will provide individual support for each case. The parties will be contacted separately and a facilitated discussion will be arranged to help resolve the conflict.
In case the platform is unable to resolve the dispute internally, the next would be to engage in arbitration proceedings in compliance with the Delaware Uniform Arbitration Act. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, as modified by the Supplementary Procedures for Consumer-Related Disputes, to the extent applicable to consumer disputes. The arbitration shall be conducted at Delaware.
The arbitration shall be conducted before a single arbitrator selected by the mutual agreement of the parties, or if they cannot agree, by the AAA. The arbitrator shall have the power to rule on any challenge to his or her own jurisdiction or the validity or enforceability of any portion of the agreement. The arbitrator shall have the power to award any relief that would be available in a court of law, including injunctive relief.
The parties agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action. By using the Platform, Clients agree to these dispute resolution provisions and waive any right to participate in a class action lawsuit or class-wide arbitration.
15. GENERAL PROVISIONS
▪ Notices: That all the notices and other communications under this Agreement shall be in writing and communicated through post, courier, e-mail or any other recognized mode of such communication. All such notices and communications shall be directed to the address as mentioned in the Agreement.
▪ Entire Agreement: This Agreement set forth the entire agreement of the parties relating to the services provided by Kavun and supersede all prior written or oral understandings, agreements or representations by or between the parties with respect to these subjects. Any modification or waiver of this Agreement is effective only if it is in writing and signed by an authorized representative of each party.
▪ Waiver: No delay or failure by a party in exercising any right, power or privilege under this Agreement or any other instruments given in connection with or pursuant to this Agreement will impair any such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any right, power or privilege will preclude the further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
▪ Survival: All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive.
▪ Severability: If any provision of this Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement and application of such provision to other persons or circumstances will not be affected.
▪ Assignment and Successors: The parties may not assign this Agreement without prior written consent and such consent shall not be unreasonably withheld by either party. This Agreement benefits and will be binding upon Kavun, the Client and their respective successors, heirs and permitted assigns.
▪ Good faith: Each party will act in good faith in the performance of its respective duties and responsibilities and will not unreasonably delay the performance of services or the payment of fee, as applicable, under this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement on the date first set forth above.