Whonu Global Terms of Service

These Terms of Service constitute a legally binding agreement between you and Whonu.com. (“Whonu”) governing your use of the Whonu Platform. Whonu’s websites (including https://whonu.com/) (the “Site”), mobile applications (the “Apps”), and related services, information and communications are collectively referred to as the “Whonu Platform.”

The use of all personal data you submit to the Whonu Platform or which we collect about you is governed by our Global Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available here. You acknowledge that by using the Whonu Platform you have reviewed the Privacy Policy.

Your consent at registration and continued use of the Whonu Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Global Terms of Service, the Privacy Policy, and the Whonu Happiness Pledge (the “Happiness Pledge”) for the country in which the project is performed, as well as any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using, the Whonu Platform.

The Privacy Policy and the Happiness Pledge for the country in which the project is performed are incorporated by reference into these Terms of Service and together form and are hereinafter referred to as the “Agreement”.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE WHONU PLATFORM.

Please note: Section 28, which contains jurisdiction-specific provisions, specifies how users and whonu resolve disputes. For u.s. users, section 28 contains an arbitration agreement. This arbitration agreement, with limited exception, requires you to submit disputes and claims you have against whonu to binding and final arbitration on an individual basis. Please read it carefully as it affects your legal rights, including, if applicable, your right to opt out of arbitration. For our canadian, united kingdom, and european users, please refer to your jurisdiction-specific section regarding dispute resolution.

By acknowledging the terms of service and/or using the whonu platform, you expressly acknowledge that you have read, understand and agree, without limitation or qualification, to be bound by this agreement (including, as applicable for u.s and canadian users, the dispute resolution and arbitration agreement) and you accept all of its terms.

Your use of the Whonu Platform in a country other than the country in which you register constitutes your acceptance of and agreement to all of the terms and conditions in the Agreement for that country.

A few highlights of these Terms of Service include:

You must be at least the legally required age in the jurisdiction in which you reside (18 years old for U.S. based users), and otherwise capable of entering into binding contracts, in order to use or access the Whonu Platform (Section 2).
Your agreement that the technology for the Whonu Platform is provided “as is” and without warranty (Section 17).
Your agreement that Whonu provides no warranty and has no liability regarding User action on the Whonu Platform or the performance of Projects (Section 17).
Your acknowledgment and agreement that Whonu does not supervise, scope, direct, control, or monitor a Freelancer’s work and the Projects performed (Section 1).
Your acknowledgement and agreement that Clients are solely responsible for determining if the Freelancer they hire is qualified to perform the Project (Sections 1 and 23).
Your acknowledgement and agreement that Freelancers are independent contractors of Clients and not employees, independent contractors or service providers of Whonu (Section 1).
Your agreement to hold harmless and indemnify Whonu from claims due to your use or inability to use the Whonu Platform or content submitted from your account to the Whonu Platform (Section 18).
For U.S. Users, your agreement to arbitrate disputes with Whonu on an individual basis to the fullest extent permitted by applicable law, with other jurisdiction-specific means of dispute resolution set forth for Canadian, United Kingdom, and European Users, all in Section 28.

The Whonu platform connects freelancers and clients

The Whonu Platform is a web-based communications platform which enables connections between Clients and Freelancers. “Clients” are individuals and/or businesses seeking to obtain short-term services (“Projects”) from Freelancers and are therefore clients of Freelancers, and “Freelancers” are businesses seeking to perform Projects for Clients. Clients and Freelancers together are hereinafter referred to as “Users.” If you agree on the terms of a Project with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.

Freelancers are independent business owners. Freelancers are independent contractors of clients and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of whonu. Whonu does not perform projects and does not employ individuals to perform projects. By connecting people and businesses seeking services with service providers, whonu operates as an online marketplace that connects clients with service providers (freelancers) who wish to perform a variety of projects.

Users hereby acknowledge that whonu does not supervise, scope, direct, control or monitor a freelancer’s work and expressly disclaims (to the extent permitted by law) any responsibility and liability for the work performed and the projects in any manner, including but not limited to a warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, statute, ordinance, regulation, or code.

Any reference on the Whonu Platform to a Freelancer being licensed or credentialed in some manner, or “badged,” “reliable,” “reliability rate,” “elite,” “great value,” “background checked,” “vetted” (or similar language) designations indicates only that the Freelancer has completed a relevant account process or met certain criteria and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Whonu of such Freelancer’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for Clients to evaluate when they make their own decisions about the identity and suitability of Freelancers whom they contact or interact with via the Whonu Platform.

The Whonu Platform enables connections between Users for the fulfillment of Projects. Whonu is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Projects, Freelancers, or Clients, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings or reviews provided by Users with respect to each other. Whonu makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Projects requested or services provided by, or the communications of or between, Users identified through the Whonu Platform, whether in public or private, via on- or off-line interactions, or otherwise howsoever.

User background checks and user representations and warranties

User background checks

Users may be subject to a review process before they can register for and during their use of the Whonu Platform, which may include but is not limited to: identity verification, right to work checks, and criminal background checks, using third party services as appropriate (“Background Checks”). Although Whonu may perform Background Checks, Whonu cannot confirm that each User is who they claim to be, and Whonu cannot and does not assume any responsibility for the accuracy or reliability of Background Check information.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Whonu will not be liable for any false or misleading statements made by Users of the Whonu Platform.

Neither whonu, nor its parents, affiliates or licensors, including their respective directors, officers, shareholders, agents, investors, subsidiaries, attorneys, representatives, insurers, employees, successors and assigns (collectively referred to as “affiliates”) is responsible or liable for the conduct, acts, or omissions, whether online or offline, of any user of the whonu platform and, to the extent permitted by law, you hereby release whonu and affiliates from any and all liability, claims, demands, or damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the whonu platform.

User representations and warranties

All Users represent and warrant that:

You are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for U.S. based users), and are otherwise capable of entering into binding contracts;
You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;
You have read, understand, and agree to be bound by these Terms of Service, the Privacy Policy, and the Happiness Pledge applicable to the country where the Project is performed;
You will respect the privacy (including without limitation private, family and home life), property, and data protection rights of Users and will not record (whether video or audio or otherwise) any Project or any interaction by or with any User and/or Whonu in connection with the Whonu Platform without the prior written consent of Whonu and/or the relevant User, as applicable;
You will fulfill the commitments you make to other Users, communicate clearly and promptly through the chat thread, be present and/or available at the time you agree upon with your Freelancer or Client as the case may be, and only utilize the third party payment service provider specified or approved by Whonu to make or receive payment for services provided through the Whonu Platform (the “PSP”);
You will act professionally and responsibly in your interactions with other Users;
You will use your real name or business name and an up-to-date photo on your profile;
When using or accessing the Whonu Platform, you will act in accordance with all applicable local, state, provincial, national, or international law or custom and in good faith;
You will not use the Whonu Platform for the purchase or delivery of alcohol, or any other controlled or illegal substances or services.
Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
Other than as fully and promptly disclosed in writing to Whonu, you do not have any motivation, status, or interest that Whonu may reasonably wish to know about in connection with the Whonu Platform, including without limitation, if you are using or will or intend to use the Whonu Platform for any journalistic, academic, investigative, or unlawful purpose.

Freelancers additionally represent and warrant that:

When using the Whonu Platform, you are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity;
You are customarily engaged in an independently established business of the same nature as the services performed for Clients through the Whonu Platform, and maintain an independent clientele;
You have the unrestricted right to work in the jurisdiction in which you will be performing Projects;
If the Project is performed in a jurisdiction that requires you to have a business license or business tax registration, you have the required business license or business tax registration;
You are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Projects (including but not limited to a state contractor’s license pursuant to New York Business and Professions Code, if such license is applicable to the Project you are performing);
You have any and all insurance required to operate your business and provide your services;
You will honor your commitments to other Users on the Platform, including by responding to invitations promptly; performing the Project(s) as agreed upon with your Client; and providing timely, high-quality services to your Clients;
You will only offer and provide services for which you have the necessary skills and expertise, and provide those services safely and in accordance with all applicable laws.

Contract between clients and freelancers

You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Project. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the Whonu Platform, and any other contractual terms accepted by both the Freelancer and their Client to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Whonu’s obligations or restrict Whonu’s rights under this Agreement. Whonu is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Whonu and the Freelancer, nor will it create an employment relationship between the Client and the Freelancer. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Whonu. Whonu’s role, beyond enabling connections between Clients and Freelancers via it’s web-based communications platform, is to act as a limited payment collection agent for the Freelancer to facilitate payment for Projects on behalf of the Freelancer through the Whonu Platform using the PSP. In acting as the limited payment collection agent for Projects on the Whonu Platform, Whonu disclaims any other agency or authority to act on behalf of the Freelancer, and assumes no liability or responsibility for any acts or omissions of the Freelancer, either within or outside of the Whonu Platform.

Where approved in advance by the Client, the Freelancer is not obligated to personally perform the Project. Freelancers may engage assistants, helpers, subcontractors or other personnel (collectively “Freelancer Assistants”). For safety reasons, such Freelancer Assistants shall have been background checked through the Whonu Platform. A Freelancer’s failure to comply with this provision shall be a violation of these Terms of Service and could lead to removal from the Whonu Platform. The Freelancer assumes full and sole responsibility for the acts and omissions of such Freelancer Assistants and is fully responsible for the lawful payment of all compensation, benefits and expenses of Freelancer Assistants, if any, and for all required and applicable tax withholdings as to such Freelancer Assistants. Clients are responsible for confirming with their Freelancer that any Freelancer Assistants are registered Freelancers on the Whonu Platform and Clients understand that they are entering into separate Service Agreements with the Freelancer and each Freelancer Assistant.

While using the Whonu Platform, Clients, in their sole discretion, determine whether they will be present or not when a Project is performed. Clients who elect not to be present when a Project is performed agree that if someone other than them books the Project on their behalf or is present when the Project is performed, they are appointing that person as their agent (“Client’s Agent”) and the Freelancer may take and follow direction from the Client’s Agent as if such direction was given from the Client him or herself. If you are a Client’s Agent and accessing and using the Whonu Platform on behalf of a Client, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Terms of Service. Client assumes full and sole responsibility for the acts and omissions of Client’s Agents. Client’s Agents are deemed third parties for the purposes of the Happiness Pledge and are thereby excluded from it.

The Client shall pay their Freelancer(s) in full for all Project services via the PSP as indicated on the Whonu Platform, at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Project.

Billing and Payment

Users of the Whonu Platform contract for Projects directly with other Users. Whonu will not be a party to any contracts for Projects or services. Payment for Project services through the Whonu Platform is made directly from the Client to the Freelancer via the PSP, and not by Whonu. Whonu is not obligated to compensate Freelancer for Client’s failure to pay for services.

The Project Payment, service charge, and platform fee must be paid through the PSP. Users of the Whonu Platform will be required to provide their payment method details to Whonu and the PSP. Freelancers are responsible for accurately invoicing their Clients within 24 hours of the work being performed, even if the Project is not completed in its entirety or is designated as “ongoing”. Clients will be responsible for paying the invoice(s) for each Project (the “Invoice(s)”), which will include (i) the pricing terms of the Project provided by the Freelancer and agreed upon by the parties (“Project Payment”), (ii) any out of pocket expenses agreed upon by the parties and submitted by the Freelancer in connection with the Project, (iii) the service charge Whonu assesses to the Client as payable for the use of the Whonu Platform, and (iv) the platform fee (sometimes referred to as Trust & Support Fee) Whonu assesses to the Client, which is used to offset Whonu’s cost of providing Users with customer support, providing the Happiness Pledge, and other various business objectives, or (vi) cancellation fees, if applicable. In addition, a tip or gratuity, as applicable, may be added by the Client or at the Client’s direction to the Invoice(s) and all such tips or gratuities shall go directly to the Freelancer. Clients may also be charged credit card processing fees equal to 3% of the aggregate expense amount if expenses related to a Project individually, or Projects in the aggregate over a 30-day period, exceed $300 / 300£ / 300€, as applicable in your country. Freelancers will be responsible for paying (i) registration fees, if applicable, (ii) cancellation fees, if applicable, and (iii) repayment of erroneous payments.

Freelancers will be required to set up an account with the PSP, which may require any or all of the following: registration with the PSP, agreement with the terms of service of the PSP (the “PSP Services Agreement”), and completion of a vetting process and/or account validation at the request of the PSP. By accepting these Terms of Service, each Freelancer agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Whonu is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Whonu has no obligations, responsibility or liability to any Freelancer or other party under the PSP Services Agreement.

To help prevent fraud and safeguard User information from the risk of unauthorized access, Whonu and/or the PSP may validate an account before activation and prior to each booking. As part of the validation process, temporary charges may be placed on the account associated with the User and then refunded within 1-3 business days. Due to the difference in PSP and credit card issuer requirements, this temporary charge may vary depending on the estimated value of the Project and expenses.

When Client receives confirmation through the Whonu Platform or via email that a Project has been completed, Client automatically authorizes the PSP to process the Invoice(s). Users may be billed a one-hour cancellation fee at the Freelancer’s hourly rate through the PSP if you book (or accept) a Project, but cancel it before (or fail to appear upon) the scheduled time for performance (for users in Germany, please refer to the Jurisdiction-specific provisions).

Whonu reserves the right (but not the obligation) upon request from Client or Freelancer, or upon notice of any potential fraud, unauthorized charges or other misuse of the Whonu Platform, to (i) place on hold any Project Payment, out of pocket expenses, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or arrange for the PSP to do so.

Users of the Whonu Platform will be liable for any taxes (including VAT, if applicable in the country where the Project is performed) required to be paid on the Projects provided under the Agreement.

Contests, gift cards, and promotional codes

Whonu may from time to time provide certain promotional opportunities and contests to Users. All such promotions will be run at the sole discretion of Whonu, and can be implemented, modified, or removed at any time by Whonu without advance notification. The liability of Whonu and Affiliates, as well as any of Whonu’s corporate partners pursuant to such promotional opportunities and contests, shall be subject to the limitations set forth in Section 17 of these Terms of Service.

Whonu gift cards (“Gift Cards”) and promotional codes (“Promo Codes”) may be available and can be used to pay Project Payments and Whonu service charge and platform fee in part or in full, but may not be used to pay for reimbursement of out of pocket expenses or tips or gratuity associated with a Project provided through the Whonu Platform.

(a) Promo codes

Promo Codes are an offer by Whonu to reduce the amount a Client has to pay in relation to a Project Payment, service charge, and/or platform fee. Promo Codes will not affect the amount of the Project Payment a Freelancer ultimately receives. The use or application of any Promo Code is solely intended as a promotional initiative and does not in any way create a relationship or engagement between Whonu or the Freelancer or Client, or constitute wages, fees or other amounts paid to the Freelancer by Whonu. You agree that you will use Promo Codes in accordance with the terms and conditions governing the Promo Code. A new user Promo Code may only be used once by any User, regardless of the email address used during registration. Whonu reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by you or any other User in the event that the use or redemption of a Promo Code was in error, fraudulent, illegal, or otherwise in violation of the applicable Promo Code terms and conditions or this Agreement.

(b) Gift cards

Gift cards can only be used in connection with Projects performed on the Whonu Platform, are not replaceable if lost or stolen and have no expiration date. Gift cards have no cash value and cannot be exchanged for cash except as required by law. Gift Cards must be entered directly into the Client account; they may not be directly accepted by Freelancers as a payment method.

A Gift Card cannot be combined with any other Gift Cards, gift certificates or Promo Codes. No credit card, credit line, overdraft protection, or deposit account is associated with your Gift Card. You cannot “reload” (or add value/balance) to your Gift Card at this time. If a Gift Card holder’s purchase exceeds the amount of that Gift Card’s balance, the Gift Card holder must pay the difference by another means. Unused Gift Card balances are not transferable. Whonu reserves the right to correct the balance of a Gift Card if Whonu believes that a billing error has occurred. Whonu reserves the right to limit quantities of Gift Cards purchased by any person or entity, and to cancel a Gift Card if it believes that the Gift Card was obtained through fraudulent or unauthorized means. Gift Cards and their use are subject to this Agreement, and use of a Gift Card constitutes acceptance thereof.

You agree to comply with all Gift Card terms and conditions.

Public areas; Acceptable use

The Whonu Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, project postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Whonu Platform, you should not share your personal contact information with other Users.

Without limitation, the Whonu Platform may not be used for any of the following purposes:

To defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Users and Whonu staff;
To publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful language, material or information;
To upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or Whonu;
To upload files or scripts such as Trojan horses, corrupt files, SQL injections, worms, timebombs, cancelbots or any other files or software that may damage Whonu or its Users’ computers;
To advertise or offer to sell any goods or services for any commercial purpose through the Whonu Platform which are not relevant to the Project services;
To post or complete a Project requiring a User to (i) purchase or obtain gift cards or money orders (ii) purchase high value items (over $300 / 300£ / 300€, as applicable in your country) without obtaining pre-authorization from Whonu, (iii) travel into different countries during the performance of a Project, (iv) provide ridesharing or other peer to peer transportation services, (v) post ratings or reviews on any third party website in breach of such third party website’s terms of use, or (vi) otherwise engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by Whonu in its sole discretion;
To conduct or forward surveys, contests, pyramid schemes, or chain letters;
To impersonate another person or a User or allow any other person or entity to use your user profile to post or view comments;

While using the Whonu platform, you may not:

Use the Whonu Platform for any unauthorized or illegal purpose, including but not limited to posting or performing a Project in violation of local, state, provincial, national, or international law;
Post or upload any content which you have not obtained the necessary rights and permissions to use accordingly;
Post the same Project repeatedly (“Spamming”);
Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Whonu Platform;
Restrict or inhibit any other User from using and enjoying the Public Areas;
Imply or state that any statements you make (whether on or off the Whonu Platform) are endorsed by Whonu, without the prior written consent of Whonu;
Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the Whonu Platform, or the electronic addresses or personal information of others, in any manner;
Frame or utilize framing techniques to enclose the Whonu Platform or any portion thereof;
Hack or interfere with the Whonu Platform, its servers or any connected networks;
Adapt, alter, license, sublicense or translate the Whonu Platform for your own personal or commercial use;
Remove, alter, or misuse, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by Whonu and Affiliates;
Upload content to the Whonu Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
Use the Whonu Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Whonu Platform as set forth herein;
Use the Whonu Platform to collect usernames, email addresses, or other personal information of Users by electronic or other means;
Use the Whonu Platform or the Project services in violation of this Agreement;
Use the Whonu Platform in a manner that is false or misleading (directly or by omission or failure to update information), or for the purpose of accessing or otherwise obtaining Whonu’s trade secret information for public disclosure or other purposes;
Attempt to circumvent the payments system or service charge or platform fee in any way including, but not limited to, making or processing payments outside of the Whonu Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
Register under different usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number;
Cause any third party to engage in the restricted activities above; or
Use tools with the goal of masking your IP address (like the TOR network).

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. Whonu will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

Mobile app updates and upgrades

By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Whonu Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Whonu’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.

Deactivation and suspension

Whonu may suspend your right to use the Whonu Platform pending its investigation of a potential breach by you of this Agreement. Whonu may deactivate your account or limit your use of the Whonu Platform upon its determination that you breached a provision of this Agreement (a “User Breach”). Whonu will provide you with written notice of its determination. If you wish to appeal this determination, please contact Whonu within 14 days of receipt of such notice with the grounds for your appeal.

If Whonu suspends or deactivates your account or limits your use of the Whonu Platform pursuant to this Section 8, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Whonu Platform is suspended, terminated or limited, this Agreement will remain enforceable against you. Whonu reserves the right to take appropriate legal action pursuant to the Agreement.

Whonu reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Whonu Platform at its sole discretion. Whonu will provide you with notice of any such modification or discontinuation as required by law. To the extent permitted by law, Whonu shall not be liable to you for any modification or discontinuance of all or any portion of the Whonu Platform. Whonu has the right to restrict anyone from completing registration as a Freelancer if such person may threaten the safety and integrity of the Whonu Platform, or if such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Whonu Platform and deactivating your account. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Whonu Platform.

Account, password, security, and telephone communications

You must register with Whonu and create an account to use the Whonu Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by Whonu for accessing the Whonu Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. Whonu has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to notify Whonu immediately.

You acknowledge that telephone calls to or from Whonu, together with its agents and Affiliates, may be monitored and recorded for the purposes of quality control and training.

You verify that any contact information provided to Whonu, our agents and affiliates, and Users, including, but not limited to, your name, business name, mailing address, email address, your residential or business telephone number, and/or your mobile telephone number, is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or deactivate your account. Should any of your contact information change, you agree to immediately notify Whonu before the change goes into effect by visiting help.tr.co. If the change regards ownership of your telephone numbers, you may notify Whonu by texting STOP to any text message sent to the retiring phone number.

User generated content

“User Generated Content” is defined as any information and materials you provide to Whonu, its corporate partners, or other Users in connection with your registration for and use of the Whonu Platform and participation in Whonu promotional campaigns, including without limitation the information and materials posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Whonu is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that Whonu has no obligation to monitor or review User Generated Content, but reserves the right to limit or remove User Generated Content if it is not compliant with the terms of this Agreement.

You hereby represent and warrant to Whonu that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (c) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality (to the extent recognized by law in the country where the Project is performed); (d) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (e) will not be defamatory, libellous, malicious, threatening, or harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with Whonu or otherwise purport to act as a representative or agent of Whonu; and (i) will not create liability for Whonu or cause Whonu to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.

The Whonu Platform hosts User Generated Content relating to reviews and ratings of specific Freelancers (“Feedback”). Feedback is such User’s opinion and not the opinion of Whonu, and has not been verified or approved by Whonu. You agree that Whonu is not responsible or liable for any Feedback or other User Generated Content. Whonu encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Whonu is not obligated to investigate any remarks posted by Users for accuracy or reliability or to consider any statements or materials posted or submitted by Users about any Feedback but may do so at its discretion. You agree that Feedback enables Users to post and other Users to read about Users’ expression of their experiences and that you will not complain or take any action merely because you happen to disagree with such feedback. You may request removal of a review that violates this Agreement or the Whonu Ratings and Reviews Policy by contacting the Support team. Each Client should undertake their own research to be satisfied that a specific Freelancer has the right qualifications for a Project.

Whonu respects the personal and other rights of others, and expects Users to do the same. Whonu is entitled to identify a User to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly.

If a User believes, in good faith, that any User Generated Content provided on or in connection with the Whonu Platform is objectionable or infringes any of its rights or the rights of others (e.g. counterfeiting, insult, invasion of privacy), the User is encouraged to notify Whonu. If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify the Whonu. Such notification can be made at Sweden, LLC (Sweden Group), 3 Columbus Circle, 15^th Floor, New York, NY 10019.

Links to third-party websites

The Whonu Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Whonu or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Whonu Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Whonu does not control any such websites, and is not responsible for their availability, accuracy, content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Whonu is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Whonu has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Whonu Platform at its sole discretion.

The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Whonu expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Whonu Platform. You hereby agree to hold Whonu harmless from any liability that may result from the use of links that may appear on the Whonu Platform.

As part of the functionality of the Whonu Platform, you may link your account with online accounts you may have with third party social networking service providers (such as Facebook or Google) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Whonu Platform; or (ii) allowing Whonu to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Whonu and/or grant Whonu access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Whonu to pay any fees or making Whonu subject to any usage limitations imposed by such third-party service providers. By granting Whonu access to any Third-Party Accounts, you understand that (i) Whonu may access, make available and store (if applicable) your public profile that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Whonu Platform via your Whonu account, including without limitation any friend lists, and (ii) Whonu may submit to and receive additional information from your Third-Party Account to the extent specified when you link your account with the Third-Party Account. Unless otherwise stated in these Terms of Service, all SNS Content shall constitute User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information or personal data that you post to your Third-Party Accounts may be available on and through your account on the Whonu Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Whonu’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Whonu Platform. You will have the ability to disable the connection between your account on the Whonu Platform and your Third-Party Accounts at any time, by revoking permissions in the account settings of your Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Whonu makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Whonu is not responsible for any SNS Content.

Whonu operates as an online marketplace

Whonu operates as an online marketplace that connects Clients with service providers (Freelancers) who wish to perform a variety of Projects. Whonu does not perform Projects and does not employ people to perform Projects. Freelancers operate as independent business owners and are customarily engaged in an independently established business of the same nature as that involved in the services performed for Clients through the Whonu Platform. Whonu does not control or direct the Freelancers’ performance of their services or set their work locations or work hours. Freelancers provide services under their own name or business name, and not under Whonu’s name. Freelancers provide their own tools and supplies to perform their services; Whonu does not provide the tools or supplies. Freelancers are free to maintain a clientele without any restrictions from Whonu and are free to offer and provide their services elsewhere, including through competing platforms. Whonu does not set Freelancers’ hours or terms of work. Freelancers are free to accept or reject Clients and contracts. Freelancers are not penalized for rejecting Clients or contracts, though if Freelancers accept a Client or contract through the Whonu Platform, they are expected to fulfill their contractual obligations. Freelancers set their own rates for services performed in the Whonu general marketplace, without deduction by Whonu.

The Whonu Platform is not an employment agency service or business and Whonu is not an employer of any User. Freelancers acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing Projects and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

Whonu happiness pledge

The Whonu Happiness Pledge applicable to the country where the Project is performed is part of this Agreement and incorporated by reference. Freelancers determine which categories they are qualified to project in, and scope the Project directly with their Client. Whonu does not oversee, monitor or direct how a Freelancer performs a Project, does not monitor Projects or chat threads between Users, and does not otherwise assume responsibility for the actions of Users. Clients are advised to confirm with their Freelancer that s/he is qualified to perform the Project prior to the Project taking place. Whonu is not liable for the acts or omissions of Users, nor does Whonu provide insurance against any losses sustained by Users. That said, Whonu wants Users to be happy about their experience using the Whonu Platform and the Happiness Pledge is in place to encourage continued use of the Whonu Platform.

Payments made under the Happiness Pledge are entirely discretionary, and subject to certain conditions, limitations and exclusions, as described in the Happiness Pledge. The Happiness Pledge does not supersede any of the terms set forth in the Terms of Service or the Privacy Policy, including any of the limitations on liability set forth in these Terms of Service. In the unlikely event of a conflict with the Happiness Pledge, these Terms of Service prevail over any contrary interpretation of the Happiness Pledge. The Happiness Pledge is not insurance and Whonu is not an insurer, as such terms are generally understood for regulatory purposes.

Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including Whonu designs, trademarks, and logos (collectively “Proprietary Material”) that Users see or read through the Whonu Platform is owned by Whonu, excluding User Generated Content, which Users hereby grant Whonu a license to use as set forth above in Article 10. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Whonu owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Whonu Platform without Whonu’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Generated Content. Any use of such Proprietary Material other than as permitted herein is expressly prohibited.

The service marks and trademarks of Whonu, including without limitation Whonu, Whonu for Good, and associated logos, are service marks owned by Whonu. Any other trademarks, service marks, logos and/or trade names appearing via the Whonu Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Copyright complaints and copyright agent

Whonu respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Whonu Platform infringe upon your copyright or other intellectual property right, please send the following information to Whonu’s Copyright Agent at: at Sweden, LLC (Sweden Group), 3 Columbus Circle, 15^th Floor, New York, NY 10019, or here.

A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Whonu Platform where the material you claim is infringed is visible. Include enough information to allow Whonu to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your name, address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Confidential information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Whonu and agree that you will not, for the lifetime of your account on Whonu plus 10 years thereafter, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the Whonu Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall promptly notify Whonu in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall return all originals and any copies of any and all materials containing Confidential Information to Whonu promptly upon deactivation of your User account or termination of this Agreement for any reason whatsoever.

The term “Confidential information” shall mean any and all of Whonu’s trade secrets, confidential and proprietary information, and all other information and data of Whonu that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other Proprietary Materials and confidential information relating to Whonu or Whonu’s business, operations or properties, including information about Whonu’s staff, Users or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.

Disclaimer of warranties

Please note that for Users in France, Germany, and Spain, this Section 17 is subject to the jurisdiction-specific exemptions set forth in Section 28.

(a) Use of the Whonu platform is entirely at your own risk

The technology of the whonu platform is provided on an “as is” basis without warranties or conditions of any kind, either express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, good and workmanlike services, and non-infringement. Whonu makes no warranties or representations about the accuracy or completeness of the content provided through the whonu platform or the content of any sites linked to the whonu platform and assumes no liability or responsibility in contract, warranty or in tort for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the whonu platform, (iii) any access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; and (iv) events beyond our reasonable control.

Whonu does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the Whonu Platform or any hyperlinked website or featured in any banner or other advertising, and Whonu will not be a party to or in any way be responsible for monitoring any transaction between you and other Users, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Whonu and Affiliates do not warrant that access to the Whonu Platform will be uninterrupted or that the Whonu Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Whonu Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Project, service, information or materials provided through or in connection with the use of the Whonu Platform. Whonu and Affiliates are not responsible for the conduct, whether online or offline, of any User. Whonu and Affiliates do not warrant that the Whonu Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Whonu and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.

Notwithstanding any feature a Client may use to expedite Whonu selection, each Client is responsible for determining the Project and selecting their Freelancer and Whonu does not warrant any goods or services purchased by a Client and does not recommend any particular Freelancer. Whonu does not provide any warranties or guarantees regarding any Freelancer’s ability, professional accreditation, registration or license.

(b) No liability

You acknowledge and agree that Whonu is only willing to provide the Whonu Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold Whonu and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Whonu Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Whonu and Affiliates, and any destruction of your User Generated Content.

Under no circumstances will whonu and affiliates or their corporate partners be liable for, and you hereby release whonu and affiliates and their corporate partners from any direct, indirect, incidental, actual, consequential, economic, special or exemplary damages (including but not limited to lost profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by whonu, the cost of substitute products or services, or attorneys fees and costs) arising out of or in any way connected with your use of or inability to use the whonu platform or the project services, even if advised of the possibility of the same. Some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety.

Whonu and affiliates expressly disclaim any liability that may arise between users of its whonu platform. Whonu and affiliates also do not accept any liability with respect to the quality or fitness of any work performed via the whonu platform.

If, notwithstanding the foregoing exclusions, it is determined that whonu and affiliates or their corporate partners are liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed the total fees paid by you to whonu (if you are a client) or total project payments paid to you by clients (if you are a freelancer), during the 6 months prior to the time such claim arose, to the extent permitted by applicable law.

Indemnification

You hereby agree to indemnify, defend, and hold harmless Whonu and Affiliates from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation on, the Whonu Platform; (ii) your participation in Projects, or your ability or inability to perform or obtain the performance of Projects or to receive payment therefore; (iii) your breach or violation of this Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) your failure to abide by your representations and warranties in Section 2; (vi) any content submitted by you or using your account to the Whonu Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vii) if you are a Client, the acts or omissions of any Client’s Agents. Whonu reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Whonu.

Dispute resolution

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Whonu Platform, your relationship with Whonu, Projects, or this Agreement (including previous versions), (“Dispute”), you and Whonu agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating any out of court settlement (such as mediation if you are a resident of France or Spain), arbitration (if you are a resident of U.S or Canada) or court proceeding (if you are a resident of the U.K., France, or Spain). For users in Germany, please refer to the Jurisdiction-specific provisions. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Whonu. Whonu’s address for such notice is Attention: Legal Whonu, Inc.,

For North American Users: Sweden, LLC (Sweden Group), 3 Columbus Circle, 15^th Floor, New York, NY 10019
For European Users:
Prior to March 1, 2020: Attention: Whonu, Witan Gate House, 500-600 Witan Gate West, Milton Keynes, Buckinghamshire, United Kingdom, MK9 1SH
After March 1, 2020: Attention: Whonu, 100 Avebury Boulevard, Milton Keynes, Buckinghamshire, United Kingdom MK9 1FH.

Please note: for more information about dispute resolution terms, please review the jurisdiction-specific section applicable to you below. If you are a user in the u.s. or canada, it contains a binding and final arbitration provision and class action waiver (see u.s. and canada jurisdiction-specific sections for more details).

App store sourced apps

The following applies to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):

You acknowledge and agree that (i) the Agreement is entered into between you and Whonu only, and Apple is not a party to this Agreement other than as third-party beneficiary as contemplated below, and (ii) Whonu, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Whonu and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Whonu, subject at all times to warranty limitations and exclusions set forth in this Agreement.

You and Whonu acknowledge that, as between Whonu and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

You and Whonu acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Whonu and Apple, Whonu (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, though only to the extent required by this Agreement.

You and Whonu acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.

Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

No agency; no employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

General provisions

Failure by Whonu to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Whonu with respect to its subject matter, and supersedes and governs any and all prior agreements or communications except as otherwise specified in the Arbitration Agreement in Section 28A. However, this Agreement does not supersede other agreements about other subject matter that you may have with Whonu. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” provision in the section applicable to U.S. Residents in Section 28A below, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. You hereby acknowledge and agree that we may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Upon the effective date of the assignment of the Agreement (a) Whonu shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment and, (b) the assignee entity shall replace Whonu for the performance of this Agreement. This Agreement may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 22 shall be null and void. This Agreement will inure to the benefit of Whonu, its successors and assigns.

Licensing

Freelancers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Projects. Indeed, certain types of Projects and services may be prohibited altogether, and it is the responsibility of Freelancers to avoid such prohibited Projects and services. Penalties may include fines or other law enforcement. If you have questions about how national/ state/ provincial/ territorial and local laws apply to your Projects and services on the Whonu Platform, you should first seek appropriate legal guidance.

Because Whonu does not supervise, scope, direct, control, or monitor a Freelancer’s work or performance of Projects, Clients must determine for themselves whether a Freelancer is qualified to perform the specific Project at hand. Clients may wish to consult their national/state/provincial/territorial or local requirements to determine whether certain Projects are required to be performed by a licensed or otherwise registered professional. Clients may also wish to discuss with their Freelancer any specific hazards, obstacles, or impediments in the Project location (both visible and concealed) that may impact the performance of the Project.

Changes to this agreement and the Whonu platform

Whonu reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service, Privacy Policy, and Happiness Pledge) and review, improve, modify or discontinue, temporarily or permanently, the Whonu Platform or any content or information through the Whonu Platform at any time, effective with or without prior notice and without any liability to Whonu. Whonu will endeavor to notify you of material changes to this Agreement by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using, the Whonu Platform. Your continued use of the Whonu Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction. Whonu may also impose limits on certain features or restrict your access to part or all of the Whonu Platform without notice or liability.

No rights of third parties

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights except as set forth in Section 20) or to give any person or entity other than the User any interest, remedy, claim, liability, reimbursement, claim of action or any other claim of action with respect to or in connection with any agreement or provision contained herein or contemplated hereby. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement, provided, however, that a Client’s Agent may act in the name of and on behalf of his/her Client.

Notices and consent to receive notices electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by email or by posting Notices on the Sites. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all Notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the Whonu Platform, please contact us by email at help or by mail to Sweden, LLC (Sweden Group), 3 Columbus Circle, 15^th Floor, New York, NY 10019.

Consent to electronic signatures

By using the Whonu Platform, you agree to transact electronically through the Whonu Platform. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

Jurisdiction-specific provisions, including dispute resolution

A. Residents of the United States of America.

Please note: this agreement governs how disputes between you and whonu can be resolved. It contains a binding and final arbitration provision and class action waiver. Please read carefully as it affects your legal rights, including, if applicable, your right to opt out of arbitration.

In addition, by entering into this agreement, you expressly acknowledge that you have read, understand and agree, without limitation or qualification, to be bound by this agreement and you accept all of its terms.

If you do not agree to be bound by this agreement, you may not use or access the whonu platform.

Gift Cards

You agree that you will comply with all Gift Card terms and conditions. In certain U.S. states, after a period of time, Whonu may remit the cash associated with unused Gift Card balances to the state pursuant to that state’s abandoned property laws. Once Whonu has remitted such cash to a state, the Gift Card may no longer be redeemed and Whonu may direct the Gift Card holder to that state’s government instead. Gift Cards have no cash value and are not redeemable for cash except in the following thirteen U.S. states where it is required by law to the extent noted below. If you are a resident of one of these U.S. states, and the balance on your Gift Card is less than the respective dollar amount below, you may redeem it for cash:

New York < USD 10
Colorado < USD 5
Connecticut < USD 3
Maine < USD 5
Massachusetts < 10% original value remaining
Montana < USD 5
New Jersey < USD 5
Oregon < USD 5
Rhode Island < USD 1
Texas < USD 2.50
Vermont < USD 1
Washington < USD 5

Simply send your Gift Card along with a self-addressed, stamped envelope to Whonu, Inc., Sweden, LLC (Sweden Group), 3 Columbus Circle, 15th Floor, New York, NY 10019 Attention: Gift Cards.

Whonu will verify your address, confirm that your Gift Card balance qualifies you for redemption, and send you a check for the exact amount in the envelope provided. If your Gift Card balance is equal to or greater than the cap, or Whonu cannot verify your residency, Whonu will return your Gift Card in the envelope provided. Whonu will be unable to redeem or return your Gift Card without a self-addressed, stamped envelope and is not responsible for mail that does not arrive at the address provided and cannot guarantee delivery in any way after submittal to the US Postal Service.

Telephone communications and agreement to be contacted

(a) Your consent to receive automated calls/texts.

You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive calls or text messages (which may include prerecorded voice messages, and/or autodialed calls) from Whonu and Affiliates, or from independent contractors (including Freelancers) related to promotions, your account, registration, orientation, upcoming or scheduled Projects, product alterations, changes and updates, service outages, reminders about incomplete or upcoming Projects, follow ups to any push notifications delivered through our mobile application, any transaction with Whonu, and/or your relationship with Whonu. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree that Whonu may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. You agree to receive automated calls and text messages from Whonu and Affiliates, or from independent contractors (including Freelancers) even if you cancel your account or terminate your relationship with Whonu, except if you opt-out (see below). You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below.

(b) Opt-out instructions.

Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive or email Opt-out Whonu and specify that you want to opt out of text messages. You may also text HELP for help. You acknowledge and agree to accept a final text message confirming your opt-out. To opt-out of automated voice calls (not text messages), you must (i) provide Whonu with written notice revoking your consent to receiving automated calls; (ii) in that written notice, you must include your full name, mailing address, account number, and the specific phone number(s) for which you wish to stop automated calls; and (iii) send this written notice to Opt-out Whonu. It is your sole responsibility to notify Whonu if you no longer want to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.

(c) Fees and charges.

There is no fee to receive automated telephone calls or text messages from Whonu, our agents, affiliates, and independent contractors (including Freelancers). However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Whonu and Affiliates, and independent contractors (including Freelancers) are not responsible for such charges.

(d) Unauthorized use of your telephone device.

You must notify Whonu immediately of any breach of security or unauthorized use of your telephone device. Although Whonu and Affiliates, and independent contractors (including Freelancers) will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.

(e) Your indemnification to Whonu.

You agree to indemnify Whonu and Affiliates, and independent contractors (including Freelancers) for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalent, relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify Whonu of any changes in your contact information, including telephone number. You agree to indemnify, defend and hold Whonu and Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). Whonu shall have the exclusive right to choose counsel, at your expense, to defend any such claims.

(f) General.

You are responsible for obtaining and maintaining all telephone devices and other equipment and software, and all internet service provider, mobile service, and other services needed to receive calls and text messages. Text messaging may only be available with select carriers with compatible handsets. Your obligations under this Section 28A will survive termination of these Terms of Service.

Worker classification and withholdings

Whonu does not employ Freelancers. Whonu is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a User’s use of the Whonu Platform. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and user generated content

To the extent permitted by law, you hereby grant Whonu a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Whonu (collectively, “Media”) in exchange for use of the Whonu Platform, in any media now known or not currently known in order to market, operate, and improve upon the Whonu Platform, including but not limited to the right to the following:

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to Whonu or that Whonu takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;
Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Whonu Platform or any Whonu promotional campaigns;
Use, and permit to be used, such User’s Media, Physical Likeness, and Voice in the advertising, marketing, and/or publicizing of the Whonu Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such User’s name and identity in connection with the Whonu Platform or any Whonu promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media. Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third-party rights.

Each User acknowledges that Whonu shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.

Each User hereby waives all rights and releases Whonu and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, Physical Likeness, Media, or Voice in connection with the Whonu Platform.

Release

To the extent applicable, you hereby waive the protections of new york civil code §:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

If you are not a New York resident, you waive your rights under any statute, regulation, or common law principle similar to the above civil code that governs your rights in the jurisdiction of your residence.

Further, in consideration of the services provided by Whonu, you hereby release Whonu from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).

Whonu and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Background checks

You will promptly disclose to Whonu in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses), that arise during your use of the Whonu Platform.

Dispute resolution – arbitration agreement

Please read this section carefully — it affects your legal rights and governs how you and whonu can bring claims covered by this arbitration agreement. This section will, with limited exception, require you and whonu to submit claims to binding and final arbitration on an individual basis.

(a) Agreement to binding arbitration

In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, you and whonu mutually agree to waive your respective rights to resolution of all disputes or claims covered by this arbitration agreement in a court of law by a judge or jury and agree to resolve any disputes by binding arbitration on an individual basis as set forth herein.

This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with Whonu.

To the fullest extent permitted by applicable law, you and Whonu agree to arbitrate any and all disputes and claims (“collectively, “Claim” or “Claims”) relating to, arising from or regarding your use of the Whonu Platform, your relationship with Whonu, Projects, or this Agreement (including previous versions), including Claims by Whonu, Claims against Whonu and Claims against Whonu’s Affiliates (including its parent company).

To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by Whonu; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Whonu and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.

If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and Whonu agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.

You acknowledge and understand that you and whonu are waiving the right to sue in court or have a jury trial for all disputes and claims, unless expressly excluded in this arbitration agreement. This arbitration agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except those claims and disputes that, by the terms of this arbitration agreement, are expressly excluded from the requirement to arbitrate.

(b) Prohibition of class actions and non-individualized relief

Except as otherwise required under applicable law, you and Whonu agree that any arbitration will be limited to the Claim between Whonu (and/or, if applicable, its Affiliates) and you individually. You acknowledge and agree that you and whonu are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding (“Class Action Waiver”). Further, unless both you and Whonu otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to New York Private Attorney General Act Claims, which are addressed separately below.

(c) Representative PAGA waiver

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and Whonu agree not to bring a representative action on behalf of others under the New York Private Attorneys General Act (“PAGA”), New York Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and Whonu agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”).

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(d) Rules and Logistics Governing Arbitration

In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and Whonu agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.

As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:

(i) If Whonu initiates arbitration under this Arbitration Agreement, Whonu will pay all AAA filing and arbitration fees.

(ii) If a Client or Freelancer files a Claim in accordance with this Arbitration Agreement, Whonu will not pay AAA filing and arbitration fees. The arbitrator may find that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(iii) If a Client or Freelancer files a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, Whonu shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and the Client or Freelancer shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the Project was performed, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.

(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.

Unless you and Whonu agree otherwise, any arbitration hearings with a Freelancer will take place in the county of the Freelancer’s billing address, and any arbitration hearings with a Client will take place in the county in which the Client received Project services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.

(e) Exceptions to Arbitration

The Arbitration Agreement shall not require arbitration of the following types of claims:

Claims for workers’ compensation, disability insurance and unemployment insurance benefits;
Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
Representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 19(d) is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; and
Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(f) Severability

In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(g) Opt Out of Arbitration Agreement

For Freelancers, you may opt out of the requirement to arbitrate if you have not previously agreed to an arbitration provision in Whonu’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this version of the arbitration agreement in the manner specified below, but opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with Whonu.

Except as specified in this arbitration agreement, if you are a Freelancer, you may opt out of the Arbitration Agreement by notifying Whonu in writing within 30 days of your agreement to these Terms of Service. To opt out, you must send a signed written notification to Sweden, LLC (Sweden Group), 3 Columbus Circle, 15^th Floor, New York, NY 10019, Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you wish to opt out of the Arbitration Agreement.

(h) Freelancer Claims in Pending Class Action

If you are a member of a putative class in a wage and hour class action lawsuit against Whonu that is pending as of the effective date of these Terms of Service (a “Pending Class Action”), then this Arbitration Agreement shall not apply to your claims in that particular class action. Instead, your claims in that Pending Class Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

Governing Law

Except as expressly provided otherwise, this Agreement and your use of the Whonu Platform will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement and is not intended to create any substantive right to non-New Yorker’s to assert claims under New York law whether by statute, common law, or otherwise.

Residents of Canada.

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Whonu Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Whonu and Affiliates, or from independent contractors (including Freelancers) in order to (a) perform and improve upon the Whonu Platform, (b) facilitate the carrying out of Projects through the Whonu Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming Projects, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Projects and/or in follow up to any push notifications delivered through our mobile application. Whonu will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Whonu by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing Opt-out Whonu and specifying you want to opt-out of texts. You may opt-out of receiving calls from Whonu by stating that you no longer wish to receive calls during any call with us, or by emailing Opt-out Whonu and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

Worker Classification and Withholdings

Whonu does not employ Freelancers. Whonu is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST, unemployment or employment insurance, Canada Pension Plan, social security, disability insurance or any other applicable federal or provincial withholdings in connection with a User’s use of the Whonu Platform. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to Whonu or that Whonu takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;
Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Whonu Platform or any Whonu promotional campaigns;
Use, and permit to be used, such User’s Media, Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Whonu Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such User’s name and identity in connection with the Whonu Platform or any Whonu promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media (to the extent allowable by law). Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Background Checks

Dispute Resolution – Arbitration & Class Action Waiver

Please read this section carefully — it affects your legal rights and governs how you and whonu can bring claims against each other. This section will, with limited exceptions, require you and whonu to submit claims against each other to binding and final arbitration on an individual basis.

Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, neither Freelancers nor Clients shall commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.

The seat of the arbitration shall be the same as the provincial or territorial law governing this Agreement (i.e., the Province of Ontario). The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

A party to this Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.

Governing Law

Except as expressly provided otherwise, this Agreement and your use of the Whonu Platform will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret this Agreement and is not intended to create any substantive right to non-residents of Ontario to assert claims under Ontario law whether by statute, common law, or otherwise.

Residents of the United Kingdom.

Telephone Communications and Agreement to be Contacted

Worker Classification and Withholdings

Whonu does not employ Freelancers. Whonu is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a User’s use of the Whonu Platform. The Freelancer assumes full and sole responsibility for all required and applicable income tax and National Insurance Contributions withholdings as to the Freelancer and all persons engaged by the Freelancer in the performance of the Project Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to Whonu or that Whonu takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;
Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Whonu Platform or any Whonu promotional campaigns;
Use, and permit to be used, such User’s Media, Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Whonu Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such User’s name and identity in connection with the Whonu Platform or any Whonu promotional campaigns.

Whonu and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Background Checks

You will promptly disclose to Whonu in writing if you have any potentially relevant unspent convictions or cautions (other than minor fixed penalty parking or speeding offenses), that arise during your use of the Whonu Platform.

Contract between Clients and Freelancers

Clients, and not Whonu, supervise, scope, direct, control, or monitor a Freelancer’s work and the Projects performed, and may waive any such direction or instruction during the performance of the Project. Client’s Agent may authorize any applicable waiver of the Client’s scoping, direction, or instruction of the Freelancer’s work or performance of the Project by signing in the Client’s stead. Client agrees that such direction and/or waiver is valid against Client and Client’s Agent, and Client shall be responsible and liable for all such direction and/or waiver as if made by Client him or herself.

No Liability

Regardless of any other provision in this Agreement, nothing in these Terms of Service excludes or limits liability for: (i) death or personal injury caused by Whonu’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that, by law, may not be limited or excluded.

No Rights of Third Parties

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights). No terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement, provided, however, that a Client’s Agent may act in the name of and on behalf of his/her Client.

Invoicing Obligations for Freelancers

As a Freelancer rendering services in the U.K., you may have the obligation under the Commercial Code and the Tax Code to issue invoices or receipts to your Clients. Any invoices or receipts have to comply with specific requirements. Whonu is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Whonu will not issue invoices or receipts on your behalf.

A Freelancer rendering services in the U.K. may be required to issue invoices to its Clients. The Freelancer shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT consequences deriving from that. More generally, the Freelancer shall be responsible for filing his/her VAT returns and paying VAT relating to the Projects performed by the Freelancer for the benefit of the Client.

Whonu shall not be held responsible for any breach of the Freelancer’s tax obligations, it being specified that Whonu shall not be held jointly and severally liable for VAT, interest on overdue VAT, or for any penalties or fines that would be owed by the Freelancer.

Governing Law

This Agreement and your use of the Whonu Platform shall be governed by English law, and any dispute regarding this Agreement or the use of the Whonu Platform will only be dealt with by the English courts. Nothing shall prevent Whonu from bringing proceedings to protect our intellectual property rights before any competent court.

Residents of France.

Telephone Communications and Agreement to be Contacted

Worker Classification and Withholdings

Whonu does not employ Freelancers. Whonu is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, social security, or other payroll withholding tax in connection with a Freelancer’s use of the Whonu Platform. The Freelancer assumes full and sole responsibility for all required and applicable income tax and contributions to Social Security as to the Freelancer and all persons engaged by the Freelancer in the performance of the Project Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Whonu for the duration of the intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) content, such as any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Whonu (collectively, “Media”) in exchange for use of the Whonu Platform, in any media now known or not currently known in order to market, operate, and improve upon the Whonu Platform, including but not limited to the right to the following, to the extent permissible by law in the country where the Project is performed:

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content, in any format and through any distribution channels;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) in any format and through any distribution channels;
Use, and permit to be used, such User’s Media or User Generated Content in the advertising, marketing, and/or publicizing of the Whonu Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such User’s name, and identity in connection with the Whonu Platform or any Whonu promotional campaigns.

Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Whonu shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.

Disclaimer of Warranties/No Liability

Regardless of any other provision in this Agreement excluding or limiting Whonu’s liability, nothing in these Terms of Service excludes or limits Whonu’s warranties and liability for: (i) death or personal injury caused by Whonu; (ii) in case of Whonu’s gross negligence or willful misconduct; (iii) any other liability or warranty that, by law, may not be limited or excluded by Whonu.

Background Checks

Invoicing Obligations for Freelancers

As a Freelancer rendering services in France, you may have the obligation under the French Commercial Code and the French Tax Code to issue invoices or receipts to your Clients. Any invoices or receipts have to comply with specific requirements. Whonu is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Whonu will not issue invoices or receipts on your behalf.

Freelancers remain at all times fully liable regarding (i) their invoicing obligations, in particular as regards the content of the invoice(s) and its mandatory details and (ii) the VAT consequences deriving from that. More generally, Freelancers remain in charge of filing their VAT returns and paying VAT relating to the Projects performed by them for the benefit of the Clients.

Governing Law and Jurisdiction

This Agreement and your use of the Whonu Platform shall be governed by French law. If you have a Dispute that is not resolved pursuant to the provisions of Section 19, you may use any alternative dispute resolution method, such as mediation (by applying for a mediator via https://capebpdl.mediateurconsommation.fr/ and/or by accessing the European online dispute resolution at the following address: https://ec.europa.edu/odr, for assistance in reaching an amicable resolution independently and impartially. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding this Agreement or any subject related to the Whonu Platform before a competent French court.

Legal notices

The Whonu websites and mobile apps are owned and operated by Sweden, LLC., a New York corporation. Director of the Publication Contact: Whonu

Residents of Germany.

Telephone Communications and Agreement to be Contacted

Worker Classification and Withholdings

Whonu does not employ Freelancers. Whonu is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a User’s use of the Whonu Platform. The Freelancer assumes full and sole responsibility for all required and applicable income tax and contributions to Social Security as to the Freelancer and all persons engaged by the Freelancer in the performance of the Project Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content, in any format and through any distribution channels;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) in any format and through any distribution channels;
Use, and permit to be used, such User’s Media or User Generated Content in the advertising, marketing, and/or publicizing of the Whonu Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such User’s name, and identity in connection with the Whonu Platform or any Whonu promotional campaigns.

Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Whonu shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.

Legal Recourse

Users in Germany are free to file a claim related to this Agreement in a German court at any time and do not have to notify Whonu of any disputes prior to filing such claims.

Cancellation Fee

Notwithstanding anything to the contrary in Section 4 above, a Client who proves that damages (especially lost profit) have either not occurred or are substantially less than the cancellation fee may have their cancellation fee adjusted accordingly.

Changes to this Agreement

Notwithstanding anything to the contrary in Section 24 above, Whonu will notify you of material changes to this Agreement by email within a reasonable time. Changes will be deemed approved if the User does not terminate this Agreement in accordance with Section 8 within a reasonable time after notification of the changes.

Warranties and liability

Notwithstanding anything to the contrary in Section 17 above, Whonu is only liable for breach caused by willful misconduct or gross negligence of its cardinal, material contractual obligations. In the event of initial impossibility, Whonu may only be liable if it was aware of the impediment to performance prior to entering this Agreement, was unwilling due to gross negligence to remedy that impediment, and a cardinal obligation was breached as a result of that initial impossibility.

Invoicing Obligations for Freelancers

As a Freelancer rendering services in Germany, you may have the obligation under the German Commercial Code and the German Tax Code to issue invoices or receipts to your Clients. Any invoices or receipts have to comply with specific requirements. Whonu is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Whonu will not issue invoices or receipts on your behalf.

A Freelancer rendering services in Germany may be required to issue invoices to its Clients. The Freelancer shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT consequences deriving from that. More generally, the Freelancer shall be responsible for filing his/her VAT returns and paying VAT relating to the Projects performed by the Freelancer for the benefit of the Client.

Governing law and jurisdiction

If you are a consumer with habitual residence in Germany, this Agreement and your use of the Whonu Platform shall be governed by the laws of the Federal Republic of Germany, without regard to choice of law principles.

We prefer to discuss your concerns directly with you. Please contact Whonu directly if you have any questions or problems.

Legal notices

The Whonu platform is owned and operated by Sweden, LLC. a New York corporation.

Residents of Spain

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Whonu Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Whonu and Affiliates, or from independent contractors (including Freelancers) in order to (a) perform and improve upon the Whonu Platform, (b) facilitate the carrying out of Projects through the Whonu Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming Projects, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Projects and/or in follow up to any push notifications delivered through our mobile application. Whonu will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Whonu by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing Whonu and specifying you want to opt-out of texts. You may opt-out of receiving calls from Whonu by stating that you no longer wish to receive calls during any call with us, or by emailing Whonu and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

You will be informed in each telephone call to or from Whonu if the call will be monitored and/or recorded by Whonu, and you will be informed about the processing of your voice as personal data in accordance with the applicable law.

Commercial relationship between Whonu and the Freelancer

Whonu does not employ Freelancers, they are professionals that have a commercial relationship with Whonu, not an employment one. Therefore, Whonu is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, Social Security contributions, employer’s liability, PAYE or any withholding tax in connection to any Freelancer. The Freelancer assumes full and sole responsibility for all required and applicable income tax and Social Security contributions as to the Freelancer and all persons engaged by the Freelancer in the performance of the Project Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Whonu for the duration of the intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) content, such as any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Whonu (collectively, “Media”) in exchange for use of the Whonu Platform, in any media now known or not currently known in order to market, operate, and improve upon the Whonu Platform, including but not limited to the right to the following, to the extent permissible by law in the country where the Project is performed:

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content, in any format and through any distribution channels;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) in any format and through any distribution channels;
Use, and permit to be used, such User’s Media or User Generated Content in the advertising, marketing, and/or publicizing of the Whonu Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such User’s name, and identity in connection with the Whonu Platform or any Whonu promotional campaigns.

Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Whonu shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.

User Background Checks

Users will not be subject to criminal background checks unless there is any European Union regulation or Spanish law that allows the processing of personal data for carrying out such criminal checks.

Disclaimer of Warranties/No Liability

Links to Third-Party Websites

By granting Whonu access to any Third-Party Accounts, and when you consent to do so, you understand that (i) Whonu may access, make available and store (to the extent permitted by law) your public profile that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Whonu Platform via your Whonu account, and (ii) Whonu may submit to and receive additional information from your Third-Party Account to the extent specified when you link your account with the Third-Party Account.

Changes to this Agreement and the Whonu Platform

Invoicing Obligations for Whonu

As a Freelancer rendering services in Spain, you may have the obligation under the Spanish Commercial Code and the Spanish Tax Code to issue invoices or receipts to your Clients. Any invoices or receipts have to comply with specific requirements. Whonu is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Whonu will not issue invoices or receipts on your behalf.

The Freelancer shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT consequences deriving from that. More generally, the Freelancer shall be responsible for filing his/her VAT returns and paying VAT relating to the Projects performed by the Freelancer for the benefit of the Client.

Whonu shall not be held responsible for any breach of the Freelancer’s tax obligations, it being specified that Whonu shall not be held jointly and severally liable for VAT, interest on overdue VAT or for any penalties or fines that would be owed by the Freelancer.

Governing Law and Jurisdiction

This Agreement and your use of the Whonu Platform shall be governed by Spanish law, and any dispute regarding this Agreement or the use of the Whonu Platform will be dealt with by the Spanish courts.

If you have a Dispute that is not resolved pursuant to the provisions of Section 19, you may use any alternative dispute resolution method, such as mediation. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding this Agreement or any subject related to the Whonu Platform before a competent Spanish court.

Whonu Legal Notice

Sweden, LLC. is a company registered in New York (United States).

Acknowledgement and Consent

I hereby acknowledge that I have read and understand the foregoing terms of service, as well as the privacy policy and happiness pledge, and agree that my use of the whonu platform is an acknowledgment of my agreement to be bound by the terms and conditions of this agreement.

Whonu Global Terms of Service

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