CitaPrivada.com the online marketplace for the Independent homemakers and companion freelancers non-medical. #CitaPrivada was created to facilitate the search and booking of new clients privately. ESCORTS are NOT WELCOME in our marketplace.
To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older .
Effective Date: February 14, 2017
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and XXXXXXXXXXX LLC. (“CitaPrivada”, “we,” or “us”) and, to the extent expressly stated, our affiliates XXXXXXX XXXXXXX INC. (“CitaPrivada Trust ”) and XXXXX XXXXXXX. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.citaprivada.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Companion Services), applications and products that are accessible through the Site and all CitaPrivada mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
Subject to the conditions set forth herein, CitaPrivada may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by CitaPrivada, CitaPrivada will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section XXX (Definitions).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
1. DIGITAL SIGNATURE
By registering for an CitaPrivada account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from CitaPrivada or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a phone/table device with IOS*"coming soon" or Android software or a computer system that operates on a platform like Windows, Chrome or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
3. CitaPrivada ACCOUNTS
3.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. CitaPrivada offers the Site and Site Services for your personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you are an individual, independent (whether it be as a self-employed individual/sole proprietor) and further represent that you intend to use the Site and Site Services for your personal business purposes only. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Companion Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. CitaPrivada reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in CitaPrivada’s sole discretion.
You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
3.2 ACCOUNT REGISTRATION; PROFILE
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Freelancer, unless you use the Site solely as an Agency Member of a registered Agency Account, you represent and warrant that you use your Profile to market your services to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Freelancer Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent yourself on CitaPrivada, if it is a separate legal entity. You authorize CitaPrivada, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and yourself or your agency.
3.4 AGENCY ACCOUNTS
You may create an account through which other authorized Freelancers (each, an “Agency Member”) may act on your behalf in the roles you assign for your account (an “Agency Account”). A Freelancer creates an Agency Account on behalf of a business (the “Agency”), which may be the Freelancer as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Freelancer that registered the Agency Account may also grant certain account administration privileges for the Agency Account to one or more Agency Members (each, an “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.
Each Agency Member must have an Account and a Profile. You understand and agree that the Agency may determine the Profile visibility and hourly rate of any of its Agency Members, and you authorize the Agency to do so by becoming an Agency Member. Each Agency Member must be a User and must be a real person or legally recognized entity. Each Agency Member’s Account Profile must contain the Agency Member’s real name, and Agency Members must comply with all Terms of Service. Agency Members’ identities will be subject to verification. If any of your Agency Members violate the Terms of Service, it may affect your ability to use the Site. Upon closure of an Agency Account, CitaPrivada may close any or all related Accounts.
You agree to grant access to the Agency Account, including with respect to any Agency Members, only to Users authorized to act on your behalf and only in accordance with the Terms of Service. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept the Terms of Service on your behalf and to create a legally binding obligation on your behalf. You understand and agree that an Agency Member may accept and enter into Service Contracts on behalf of the Agency, and that the Agency is responsible and liable for all Service Contracts accepted by anyone acting as an Agency Member.
Each Agency Member is either an employee or an independent contractor of the Agency, as determined by the Agency. Without limiting the Agency’s obligations described in Section 8.2 (Responsibility for Employees and Subcontractors, Including Agency Members), the Agency acknowledges and agrees that it assumes all liability for the classification of its Agency Members as employees or independent contractors. The Agency further acknowledges and agrees that the Agency is responsible for paying its Agency Members. Agency Members acknowledge and agree that their Agency is solely responsible for paying them for work on behalf of the Agency and that such payments will not be made through the Site.
Your Agency Account (including feedback) and username are transferable only upon CitaPrivada’s approval, at CitaPrivada’s sole discretion.
You understand and agree that Agency Members’ Profiles may display work history that includes work done under the Agency, including after the Agency Member is no longer an Agency Member.
3.5 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Agency Account username and password. You authorize CitaPrivada to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Agency Account or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Agency Account at any time.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Companion Services online. Subject to the Terms of Service, CitaPrivada provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Freelancer Companion Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section XX (Contractual Relationship Between Client and Freelancer). When a User enters in a Companion Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
5. PAYMENT TERMS
5.1 SERVICE FEE
The fees to use the Site and Site Services are paid by both the Client and the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable CitaPrivada Trust Account Instructions, CitaPrivada Trust Account will credit the Freelancer Account for the full amount paid or released, and then subtract and disburse to CitaPrivada a service fee in the amount specified in the CitaPrivada Fee and ACH Authorization Agreement (the “Service Fee”). Both Client and Freelancer agrees to pay CitaPrivada the Service Fee for using the Site’s advertising, communication, invoicing, dispute resolution and payment services, including Payment Protection and not for introducing the Client to the Freelancer or viceversa.
5.2 MEMBERSHIP FEES
Freelancers and Clients will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.
5.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
CitaPrivada does not introduce Clients to Freelancers and does not help Freelancers secure Engagements. CitaPrivada merely makes the Site Services available to enable Freelancers and Clients to do so themselves. Therefore, CitaPrivada does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, a Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section XX (Non-Circumvention), below. In addition, CitaPrivada does not charge any fee or dues for posting public feedback and composite or compiled feedback, including *****.
If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, CitaPrivada may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Companion Services. Without limiting other available remedies, Client must pay CitaPrivada upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, CitaPrivada o rCitaPrivada Trust, at our discretion, may set off amounts due against other amounts received from or held by CitaPrivada or CitaPrivada Trust Account for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
5.5 NO RETURN OF FUNDS
Client acknowledges and agrees that CitaPrivada Trust Act will charge Client’s designated Payment Method for the Freelancer Companion Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Freelancer Companion Services, and (b) for Hourly Contracts, on the Day of which service is schedulle and before any work is performed. Therefore, and in consideration of the Site Services provided by CitaPrivada and the CitaPrivada Trust Services provided by CitaPrivada Trust, Client agrees that once CitaPrivada Trust charges the Client’s designated Payment Method for the Freelancer Companion Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Companion Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that CitaPrivada or CitaPrivada Trust Account may dispute or appeal the chargeback and institute collection action against Client.
5.6 FORMAL INVOICES AND TAXES
CitaPrivada will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Companion Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Companion Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or CitaPrivada is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Companion Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or CitaPrivada, as appropriate; and (b) CitaPrivada is required by applicable law to withhold any amount of the Freelancer Companion Fees and for notifying CitaPrivada of any such requirement and indemnifying CitaPrivada (either by CitaPrivada, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Companion Fees to Freelancer or Freelancer reimbursing CitaPrivada for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of CitaPrivada, both Freelancer and Clients agrees to promptly cooperate with CitaPrivada and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to CitaPrivada.
5.7 PAYMENT METHODS
Clients are charged a fee for payment processing and administration as described in the CItaPrivada Fee and ACH Authorization Agreement.
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
Client hereby authorizes CitaPrivada, CitaPrivada Trust, and XXXXXXXXXX LLC to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by CitaPrivada Trust Account. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by XXXXXXXXXXXXXX LLC , an Ireland registered company which is an Affiliate of CitaPrivada.
When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs CitaPrivada Trust or XXXXXXXXXX LLC to charge Client’s Payment Method for the Freelancer Companion Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs CitaPrivada Trust or XXXXXXXXX LLC to charge Client’s Payment Method for the Freelancer Companion Fees.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
5.8 US DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that CitaPrivada, CitaPrivada Trust or other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either CitaPrivada, CitaPrivada Escrow, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, CitaPrivada Escrow or an Affiliate will charge Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. CitaPrivada, CitaPrivada Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. CitaPrivada, CitaPrivada Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Trust Account.
5.9 LIMITED PAYMENT PROTECTION
In the rare event that a Client does not make payment for legitimate services performed by a Freelancer, CitaPrivada will provide limited payment protection to the Freelancer as detailed in this Section 5.9 (“Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site and Site Services for their personal business needs.
CitaPrivada only provides Payment Protection to Freelancers working on Hourly Contracts and only if all of requirements of the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions and the following criteria are met: (a) Client has a verified Payment Method; (b) the time represented is captured online using the CitaPrivada Booking Software; (c) the Freelancer Services performed and recorded in the Time Log pertain directly to the Service Contract; and (d) each Time Log is annotated with descriptions of the Freelancer Services performed, demonstrating Service Contract compliance. CitaPrivada determines whether the foregoing criteria have been met in our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (w) Freelancers, Freelancer Companion Services, or Service Contracts violating this Agreement or the other Terms of Service; (x) Freelancers that are aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; (y) Freelancers enrolled in CitaPrivada Payroll; or (z) Freelancers that are suspected (in CitaPrivada’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.
Freelancer hereby irrevocably assigns to CitaPrivada the right to recover from the Client any amounts that CitaPrivada or our Affiliates provide to the Freelancer in connection with the Payment Protection membership benefit.
You acknowledge and agree that a substantial portion of the compensation CitaPrivada receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). CitaPrivada only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “CitaPrivada Relationship”). You may opt-out of this obligation with respect to each Client-Freelancer relationship only if Client or prospective Client or Freelancer pays CitaPrivada for each such relationship:
(a) an “Opt-Out Fee” computed to be the greater of the following amounts:
(i) $1,500; or
(ii) 15% of the cost to the Client of the services to be performed in the CitaPrivada Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
(iii) all Service Fees that would be earned by CitaPrivada from the CitaPrivada Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to CitaPrivada; and
(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to email@example.com.
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
You agree to notify Upwork immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CitaPrivada by sending an email message to: *********@citaprivada.com
If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
7. RELATIONSHIP WITH CitaPrivada
CitaPrivada is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Companion Services. CitaPrivada does not introduce Freelancers to Clients or help Freelancers find Engagements. CitaPrivada merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. CitaPrivada does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. CitaPrivada does not set Freelancer’s work hours, work schedules, or location of work, nor is CitaPrivada involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. CitaPrivada will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. CitaPrivada does not provide the premises at which the Freelancer will perform the work. CitaPrivada makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.
CitaPrivada does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.
CitaPrivada is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does CitaPrivada perform background checks on Freelancers or Clients.
You hereby acknowledge and agree that CitaPrivada may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to CitaPrivada and does not constitute and will not be construed as an introduction, endorsement, or recommendation by CitaPrivada; CitaPrivada provides such information solely for the convenience of Users.
8. USER CONTENT LICENSE
When you post User Content on the Site or through the Site Services or provide CitaPrivada with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that CitaPrivada may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant CitaPrivada and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place CitaPrivada under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, CitaPrivada does not waive any rights to use similar or related ideas known or developed by CitaPrivada or obtained from sources other than you.
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