Proville Terms of Service
OVERVIEW AND DEFINITIONS
Proville.net is an online service marketplace that enables buyers of professional services (“Service buyer or service receiver”) to search for, enter into and manage transactions with providers of professional services (“Professional service providers” and, collectively with Service buyer or service receiver, “Registered Users”). The Website contains features that enable Professional service providers and Service buyer or service receiver to do, among other things, the following:
Service buyer or service receiver: Create profiles, post projects, search for Professional service providers, communicate with Professional service providers, negotiate with Professional service providers, award projects to Professional service providers, manage projects, leave feedback for Professional service providers, and pay Professional service providers.
Service providers (or Professionals): Create profiles, advertise capabilities, submit quotes, negotiate with Service buyer or service receivers, obtain project awards, invoice, obtain feedback from Service buyer or service receivers, and receive payment from Service buyer or service receiver.
We also provide Registered Users with certain services described in, and subject to, these Terms of Service (as further defined below, the “Services”). We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted in advance on the Website. Capitalized terms used in these Terms of Service have the following meanings:
“Account” means the account created by the Website upon registration.
“Assumed Payment Liabilities” shall mean that portion of a Professional service provider’s total service charges for a Project which Proville.net agrees to assume in consideration of the Service Charges.
“Dispute Resolution Service” means the service described in Section 6.
“Service receiver’s Acceptance of Services” shall mean: (i) with respect to an Invoice, a transfer of funds by service receivers to Proville.net in respect of such Invoice or (ii) with respect to the Securepay, the earlier to occur of the following: (a) Service buyer or service receiver and the Professional service provider agree as to the rightful recipient of the funds or (b) Service buyer or service receiver and Professional service provider have concluded the process comprising the Dispute Resolution Service.
“Proville Billing and Payment Services” means, collectively, the Proville Invoice Service and the Securepay Service.
“Proville Invoice Service” means the service described in Section 5(A).
“Securepay Service” means the service described in Section 5(B).
“Service Charges” means, as applicable, the Project Fee, Service buyer or service receiver Payment Processing Fee, the Professional service provider Transfer Method Fee and the Dispute Resolution Service Fee.
“Services” means, collectively, the Proville Billing and Payment Service, the Dispute Resolution Service.
“Website” means the World Wide Web site operated by Proville.net at http://www.Proville.net.
A. Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. Proville.net reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
B. Registration. To become a Registered User and to access Services you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.
C. Accounts and Profiles.
General. Once you have registered with the Website as a Registered User, the Website will create your Account with Proville.net and associate it with an account number. You may create a profile under your Account, in accordance with Section 2(D).
Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Proville.net to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
D. Membership. Proville.net provides Registered Users several different membership options. The availability of these membership options is dependent upon (i) the Registered User’s status as Service buyer or service receiver or a Professional service provider (ii) the selections made during registration, (iii) any subsequent upgrades or downgrades of membership options after registration.
Service buyers or service receiver. All Service buyer or service receiver have the membership benefits described here. Note, membership benefits may change from time to time at the sole discretion of Proville.net and upon reasonable notice posted in advance on the Website.
Professional service providers. Professional service providers can choose from different membership options. The options and differences between these options are listed here.
Each membership option includes a certain number of “bids.” As described on the Website, a Professional service provider uses bids to submit quotes for projects. If a Professional service provider requires additional bids in a given month, the Professional service provider has the option to buy additional bids as described here. We reserve the right to introduce membership fees, upon reasonable notice posted in advance on the Website.
A. Service buyer or service receiver and Professional service provider.
1. Project Agreement. The engagement, contracting and management of a project are between a Service buyer or service receiver and a Professional service provider. Upon acceptance of a quote, the Service buyer or service receiver agrees to purchase, and the Professional service provider agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Service buyer or service receiver and Professional service provider including the Project Bid, Project Description, and other terms and conditions as communicated between Service buyer or service receiver and Professional service provider on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Proville.net (collectively, the “Project Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void. Service buyer or service receiver is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Professional service provider is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Service buyer or service receiver and Professional service provider each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.
2. Independence. Service buyer or service receiver and Professional service provider each acknowledges and agrees that their relationship is that of independent contractors. The Professional service provider shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Service buyer or service receiver-employee relationship between Professional service provider and Service buyer or service receiver or between Proville.net and any Service buyer or service receiver or Professional service provider.
B. Registered Users and Proville.net
i. General. Proville.net is not a party to the dealing, contracting and fulfillment of any Project between a Service buyer or service receiver and a Professional service provider. Proville.net has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Professional service providers to perform services, the ability of Service buyer or service receiver to pay for services, or that a Service buyer or service receiver or Professional service provider can or will actually complete a Project. Proville.net is not responsible for and will not control the manner in which a Professional service provider operates and is not involved in the hiring, firing, discipline or working conditions of the Professional service provider. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Service buyer or service receiver and a Professional service provider. Proville.net will not provide any Professional service provider with any materials or tools to complete any Project. Service buyer or service receiver and Professional service providers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
ii. Third-Party Beneficiary of Project Agreement. Service buyer or service receiver and Professional service provider each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement. Service buyer or service receiver and Professional service provider therefore appoint Proville.net as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Proville.net by these Terms of Service. Service buyer or service receivers and Professional service providers further agree that Proville.net has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Proville.net in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
iii. Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Proville.net, except and solely to the extent expressly stated.
iv. Taxes. Registered Users are responsible for payment and reporting of any taxes. Proville.net is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes, unless otherwise agreed to by both parties pursuant to the terms of any provision of tax services provided to you by Proville.net. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Proville.net receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy (local, state or federal), Proville.net will deem such receipt a breach of this section and will suspend your Account until Proville.net received an Internal Revenue Service Release.
3. PROVILLE.NET FEES
I. Membership Fee. Professional service providers are not required to pay membership fee.
II. Services Fees. Proville.net deducts one or more of the following fees, as applicable, from payments made by Service buyer or service receivers to Professional service providers using the Proville Billing and Payment Services:
i. Project Fee. Proville.net charges all Professional service providers a Project Fee. The fee is based on a Professional service provider’s membership type and is deducted from the total amount paid by a Service buyer or service receiver for a Project as described (url link)
ii. Service buyer or service receiver Payment Handling Fee. When a Service buyer or service receiver pays a Professional service provider, a Payment Handling Fee (2.5%) will be added to the invoice total.
iii. Professional service provider Transfer Method Fee. If, upon a Professional service provider’s request, funds are to be disbursed via check or a wire transfer, a Professional service provider Transfer Method Fee will be charged to the Professional service provider as described here. Transfers made through use of automated clearinghouse, Paypal and other card payment methods will incur no such fee.
iv. Dispute Resolution Service Fee. For use of Dispute Resolution Services, irrespective of the nature of resolution and any resulting disbursements, Proville.net charges a Dispute Resolution Service Fee, which will be communicated and agreed upon by a Service buyer or service receiver to Proville.net for the applicable project to which such payment relates.
v. Service buyer or service receiver Withdrawal Fee. When the Service buyer or service receiver withdraws funds from their cash account there is a withdrawal fee (5%). This fee will be subtracted from the amount withdrawn.
C. We reserve the right to change, service fees, processing fees or any other fee that may be charged by Proville.net at any time, at the sole discretion of Proville.net and upon reasonable notice posted in advance on the Website.
PROVILLE BILLING AND PAYMENT SERVICES
A. Proville Invoice Service. The Proville Invoice Service enables Professional service providers to issue invoices and enables Service buyer or service receivers to make payments for services.
1. General. When a Professional service provider completes a Project for a Service buyer or service receiver, the Professional service provider will complete the electronic invoice form (the “Invoice”) and submit it to Proville.net via the Website. A Professional service provider must complete and submit an Invoice to Proville.net for each and every Project. The Professional service provider will provide Proville.net with a list of items, including, but not limited to, hours worked, payment required and description of Project(s), to be included on the Invoice (“Invoice Details”). Such Invoice Details will not be final until and unless such Professional service provider has confirmed the accuracy of the Invoice Details or waived the right to review the Invoice Details. If a Professional waives his, her or its right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by Proville.net.
PROVILLE.NET ENCOURAGES ALL PROFESSIONAL SERVICE PROVIDERS TO REVIEW INVOICE DETAILS. Proville.net will submit the Invoice to the Service buyer or service receiver and the Service buyer or service receiver shall submit the payment specified in the Invoice (“Payment”) to Proville.net. When a Service buyer or service receiver makes a payment through the Proville Invoice Service, Proville.net deducts the appropriate Service Charges due Proville.net as described on the Website and delivers the remainder of the Payment to the Professional service provider.
2. Invoice Disputes. If a Service buyer or service receiver reasonably disputes any Invoice, the Service buyer or service receiver will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by a Service buyer or service receiver will not be payable to a Professional service provider until such dispute is resolved. Proville.net’s obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon: (a) Proville.net’s receipt of Payment from the applicable Service buyer or service receiver and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment.
B. Securepay Service. The Securepay Service enables Service buyer or service receivers to transfer certain payment responsibilities to Proville.net.
1. General. At a Service buyer or service receiver’s request, upon payment to Proville.net by Service buyer or service receiver for services to be rendered by a Professional service provider, Proville.net will assume responsibility for the payment for such Professional service provider’s services (less applicable Service Charge). Proville.net agrees not to pay Professional service providers for services until after the occurrence of a Service buyer or service receiver’s Acceptance of Services. You acknowledge that such funds will belong to Proville.net immediately upon such funds being transferred to Proville.net by you. However, Proville.net agrees to refund such funds to Service buyer or service receiver in the event that (a) a Professional service provider acknowledges that services have not been completed or (b) Service buyer or service receiver and Professional service provider have concluded the process comprising the Dispute Resolution Service with a result indicating that Service buyer or service receiver is the rightful recipient of such funds. Proville.net agrees to keep both Service buyer or service receiver and Professional service provider informed as to the status of the Assumed Payment Liability and if, for any reason, a party requests Dispute Resolution Service regarding such status, will notify both parties that the matter will be addressed through the Dispute Resolution Service.
2. Securepay Disputes. If a Service buyer or service receiver or Professional service provider reasonably disputes the quality or completion of services provided by such Professional service provider, then both Service buyer or service receiver and Professional service provider agree that Proville.net shall have no payment obligations to any party related to relevant fees until such dispute is resolved in accordance with Section 6 below. Proville.net’s obligation to pay any Payment (less applicable Service Charge) is expressly conditioned upon resolution of all outstanding disputes with respect to such Payment.
C. Funds Transfer.
1. General. To receive funds due to you, you must request such funds and indicate your selection of the funds transfer methods available on the Website. Any such requests shall be subject to the conditions and restrictions contained on the Website and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if Proville.net determines in its sole discretion that a Registered User has violated the conditions and restrictions of the Website or Terms of Service, Proville.net has the right to refuse to process such request.
2. Hold on Transfers. Proville.net reserves the right, at its sole discretion, to place a hold on requested transfers if Proville.net suspects monies may be subject to charge back, bank reversal, failure to clear or fraud. Proville.net will release a hold as soon as practical.
D. Legal Relationship.
1. Proville.net is not your agent with respect to any funds that have been transferred to Proville.net for any Assumed Payment Liabilities.
2. Each Professional service provider must properly discharge and credit Service buyer or service receivers for all payments that Proville.net makes to such Professional service provider in respect of services provided to such Service buyer or service receivers.
3. Proville.net acts as a payment provider by creating, hosting, maintaining, and providing the Proville Billing and Payment Services to you via the Internet. Proville.net does not have any control over the services invoiced or paid for with the Proville Billing and Payment Services. Additionally, Proville.net does not control whether a Service buyer or service receiver or Professional service provider will actually complete the underlying transaction. Proville.net is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a Professional service provider as a result of an awarded Project. Nothing in these Terms of Service will be deemed to constitute Proville.net as your agent with respect to any service purchased and sold by Registered Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.
4. By using the Proville Billing and Payment Services, you expressly acknowledge that (a) Proville.net is not acting as a trustee or a fiduciary of Service buyer or service receivers or Professional service providers and that the Proville Billing and Payment Services are provided to Registered Users administratively; (b) Proville.net is not a “financial institution” as defined under the Bank Secrecy Act (BSA) and the Proville Billing and Payment Services are payment services rather than a banking services; (c) PROVILLE.NET IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH PROVILLE.NET ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.
E. Miscellaneous Payment Terms.
1. Authorized Payments are Final. Your use of the Proville Billing and Payment Services constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When a Service buyer or service receiver’s Acceptance of Services has occurred, (i) Proville.net shall have no further liability to any party with respect to Payment for such services, (ii) Service buyer or service receiver acknowledges that Proville.net has provided a complete service in respect of the payment made by Service buyer or service receiver for the Assumed Payment Liability or Invoice, as applicable and (iii) Service buyer or service receiver hereby releases Proville.net from any and all liability with respect to such Payment.
2. Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs. Proville.net reserves the right to seek reimbursement from you, and you will reimburse Proville.net, if Proville.net discovers a fraudulent transaction, erroneous or duplicate transaction, or if Proville.net receives a charge back or reversal from any Service buyer or service receiver’s credit card company, bank, or PayPal for any reason. You agree to and acknowledge Proville.net’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Proville.net in an effort to investigate fraud. You agree that Proville.net has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Account.
3. Currency. The Billing and Payment Services operate in US Dollars (except, our Nigerian based operations as outlined below), and therefore Proville.net is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Proville.net responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.
ii. For our Nigeria operations, the Billing and Payment Services operate in NGN(Nigerian Naira) and therefore Proville.net is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than NGN(Nigerian Naira), nor is Proville.net responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account.
4. Exclusivity and Non-Circumvention. Service buyer or service receivers agree to use the Proville Billing and Payment Services to make all payments to Professional service providers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Proville Billing and Payment Services or any associated fees. As a Professional service provider, you agree to use Proville Billing and Payment Services to receive all payments from Service buyer or service receivers identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent the Proville Billing and Payment Services or any associated fees.
5. Notification. As a Service buyer or service receiver, you agree to notify Proville.net immediately if your Professional service provider solicits payment from you outside the Website. As a Professional service provider, you agree to notify Proville.net immediately if your Service buyer or service receiver seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Proville Billing and Payment Services, please submit a confidential report to Proville.net by phone at +234-906-000-6541-2 or email@example.com.
6. Agreement to Pay. If, for any reason, Proville.net does not receive payment for any amounts that you have authorized to be paid through your use of the Proville Billing and Payment Services, you agree to pay such amount immediately upon demand by Proville.net. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Proville.net in collecting from you the authorized but unpaid amount. In such case, Proville.net may, at its option, stop processing any further payments made by you and apply any amounts then held by Proville.net on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Proville Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
A. Eligibility. Proville.net offers the Dispute Resolution Service to those Registered Users that have requested Proville.net to assume all or a portion of the payment liability for services and who are engaged in a dispute over a Project that is (i) pursuant to a project posting by a Service buyer or service receiver through the Website, (ii) pursuant to a bid for by a Professional service provider through the Website for such job posting and (iii) pursuant to an acceptance through the Website by the Service buyer or service receiver for such bid. Service buyer or service receiver and Professional service provider agree and acknowledge that, with respect to Assumed Payment Liabilities, any and all disputes relating to the underlying fees shall be governed by the terms of this Section 6.
1. Negotiation. In any dispute between Registered Users relating to a Project that is eligible for Dispute Resolution Service, you agree to negotiate such dispute in good faith. If the result of such negotiation is acceptable to both parties in a dispute, you agree to indicate your approval of such negotiation through the Website and Proville.net will disburse funds in accordance with the results of such negotiation. If you are dissatisfied with the progress, you agree to submit your dispute to binding arbitration as further set forth below.
2. Arbitration. In any dispute between a Service buyer or service receiver and a Professional service provider which cannot be resolved through negotiation, you expressly agree to and acknowledge that Proville.net or a third party chosen by Proville.net will arbitrate the dispute in accordance with these Terms of Service and the Website.
(a) You acknowledge and agree that Proville.net will construe any Project Agreement based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obligated to consider the following: (i) the Project Agreement, (ii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project itself and (iv) any information or communication that the Service buyer or service receiver and the Professional service provider agree should be considered.(b) Proville.net shall render its decision within 5 - 10 business days of escalation. During this time, you are encouraged to continue to negotiate an amicable settlement with the Professional service provider with which you are engaged in a dispute.(c) You agree that the decision of Proville.net, acting as an arbitrator, shall be final, binding, and not subject to appeal. Accordingly, within a reasonable time after we have rendered a decision, we will transfer funds in accordance with the arbitrator’s decision. (d) In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Project that is the subject matter of the dispute. In such case, you agree to return any physical copies of such Project in your possession and destroy any electronic copies that you have.
C. Communication. You agree and acknowledge that (a) Proville.net will use the e-mail address corresponding with your Account registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (b) you are solely responsible for the receipt of any notification or communication sent by Proville.net using the e-mail address corresponding with your Account registered at the time a dispute arises.
D. Acknowledgements. You agree and acknowledge that (a) Proville.net is not providing legal services to you, (b) Proville.net will not advise you regarding any legal matters and (c) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Proville.net for any such counsel. You agree to indemnify and hold harmless Proville.net and any of our affiliates against any damages or liability you may suffer as a result of using the Dispute Resolution Service. If you do not agree to use this Dispute Resolution Service under these terms, you should not request Proville.net to assume the Assumed Payment Liabilities.
At the request of a Service buyer or service receiver, Proville.net shall issue each individual Professional service provider whom has been engaged through the Website a summary on Engagement Form reflecting Payments (less fees) paid to each Professional service provider. You hereby acknowledge that, although Proville.net may provide the Engagement Form to Service buyer or service receivers, the Service buyer or service receiver’s Project Agreement to obtain services and make payments is an agreement between a Service buyer or service receivers and a Professional service provider.
TERM; TERMINATION AND SUSPENSION
A. These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Proville.net as provided for under the terms of this section.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (a) Proville.net shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (b) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Proville.net for any service and to any Professional service provider for any services.
C. Any termination of an Account will automatically lead to the termination of all related profiles.
D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Project, and refuse to provide any or all services to you if: (1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Proville.net or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
F. Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the Proville Billing and Payment Services or otherwise reduce fees owed Proville.net under these Terms of Service, you must pay Proville.net for all fees owed to Proville.net and reimburse Proville.net for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
G. When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts and proposals.
PRIVACY AND CONFIDENTIALITY.
A. Proville.net Content. Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Proville.net IP Policy. It is your responsibility to review the Proville.net IP Policy, which is incorporated by reference, and we suggest that you review the IP Policy and print a copy for yourself. The IP Policy is posted on the Website and may be updated from time to time.
B. Registered User Content.
1. You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, “Multimedia Content”), (b) any posting or listing made in any public message area, through any email feature or through Proville.net’s feedback feature (collectively, “Non-Multimedia Content”) and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies (“Personal Content”). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.
2. You hereby assign to Proville.net your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Proville.net products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.
3. Your information must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.
4. We do not endorse any information posted by Registered Users and we are not liable for any such information posted on the Website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the Website which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.
C. Removal of Content for which Copyright Infringement Is Claimed.
REPRESENTATIONS, DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
A. Registered User Representations and Warranties. All Registered Users represent, warrant, and agree:
1. not to grant access to an Account only to users authorized to act on behalf of the Registered User and only in accordance with these Terms of Service.
2. to be fully responsible and liable for any action of any user who uses your Account.
3. not to use your Account, username, or password of another Registered User that you are not expressly authorized to use.
4. not to allow any third party who is not authorized to do so to use your Account at any time.
5. not to use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs, robots or denial-of-service attacks, intended to damage or interfere with the operation of the Website or any transaction being conducted through the Website.
6. not to intercept or expropriate any system, data or personal information from the Website.
7. not to take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure, including but not limited to “spam” or other such unsolicited mass emailing techniques.
8. that it has the right and authority to enter into the Terms of Service and to transact business hereunder.
9. that they are using the Website solely for the purpose of entering into a bona fide business transaction with other Registered Users.
10. that they will not use the Website or its services to defraud or mislead any person or entity, including without limitation Proville.net or any Register User.
11. that they will not use the Website to violate any law or regulation of the Federal Republic of Nigeria or any international law or treaty of proville’s operations.
12. that they will not use the Website in connection with any “prohibited transaction” as defined under the law or regulation of the Federal Republic of Nigeria or any local or international law or treaty of proville’s operations.
B. Warranty Disclaimer. The Services Provided By Proville.net Or Our Third-party Service Providers Are Provided “as Is,” As Available, And Without Any Warranties Or Conditions (express Or Implied, Including The Implied Warranties Of Merchantability, Accuracy, Fitness For A Particular Purpose, Title And Non-infringement, Arising By Statute Or Otherwise In Law Or From A Course Of Dealing Or Usage Or Trade). We Make No Representations Or Warranties, Of Any Kind, Either Express Or Implied, As To The Quality, Identity Or Reliability Of Any Third Party, Or As To The Accuracy Of The Postings Made On The Website By Any Third Party. Some States And Jurisdictions Do Not Allow For All The Foregoing Limitations On Implied Warranties, So To That Extent, If Any, Some Or All Of The Above Limitations May Not Apply To You.
C. Limitation of Liability. In No Event Shall We Or Our Third-party Service Providers Be Liable To You Or Any Other Registered User For Any Special, Indirect, Consequential, Incidental Or Punitive Damages Pursuant To This Agreement, Including But Not Limited To, Loss Of Profits, Loss Of Business Opportunities Or Loss Of Goodwill, Even If Advised Of The Possibility Of Such Damages. Notwithstanding Any Other Provision Of This Agreement, In No Event Will Our Liability To You For Any Action Or Claim Related To The Website Services Provided Under These Terms Of Service, Whether Based On Contract, Tort, Negligence Or Any Other Theory Of Liability, Exceed The Greater Of: (a) $100 Or (b) The Aggregate Amount Of Monies Actually Collected By Us From You For The Services To Which The Liability Relates During The Six (6) Month Period Immediately Preceding The Determination Of Such Liability. Some States And Jurisdictions Do Not Allow For All The Foregoing Exclusions And Limitations Of Incidental Or Consequential Damages, So To That Extent, If Any, Some Or All Of These Limitations And Exclusions May Not Apply To You.
D. General Release. If you have a dispute with another Registered User, you release Proville.net (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
E. Indemnity. You agree to defend, hold harmless and indemnify Proville.net from and against any and all losses, costs, expenses, damages or other liabilities incurred by Proville.net from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Proville.net: (1) in connection with your use of the Services including any payment obligations incurred through use of the Proville Billing and Payment Services; or (2) resulting from: (a) your use of the Website (b) your decision to supply credit information via the Website, including personal financial information; (c) your decision to submit postings and accept offers from other Registered Users; (d) any breach of contract or other claims made by Registered Users with which you conducted business through the Website; (e) your breach of any provision of these Terms of Service; (f) any liability arising from the tax treatment of payments or any portion thereof; (g) any negligent or intentional wrongdoing by any Registered User; (h) any act or omission of yours with respect to the payment of fees to any Professional service provider; (i) your dispute of or failure to pay any Invoice or any other Payment; or (j) your obligations to a Professional service provider. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
G. Links. The Website may contain links to third-party web sites not under the control or operation of Proville.net. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
H. Data. You are responsible for creation, storage, and backup of your business records. These Terms of Service and any registration for or subsequent use of this Website will not be construed as creating any responsibility on Proville.net’s part to store, backup, retain, or grant access to any information or data for any period.
MISCELLANEOUS TERMS AND CONDITIONS
A. Compliance with Law. You are responsible for compliance with applicable U.S. state, U.S. federal and international laws, regulation and treaties, keeping in mind that access to the contents of this Website may not be legal for or by certain persons or in certain countries.
B. Modification and Waiver. Proville.net will not be considered to have modified or waived any of our rights or remedies under these Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Proville.net. No delay or omission by Proville.net in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
C. Severability. If any part of these Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect.
D. Assignment or Transfer. You will not transfer, assign or delegate your rights or obligations (including your Account) under these Terms of Service to anyone without the express written permission of Proville.net, and any attempt to do so will be null and void. Proville.net may assign these Terms of Service in its sole discretion.
E. Force Majeure. Except for the payment of fees to Proville.net, neither of the parties to these Terms of Service shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
F. Notice. All notices required or permitted to be given under these Terms of Service, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.
If to Proville.net:
If to Registered User:
To the address associated with Registered User’s access or login information.
H. Headings and Labels. The boldface paragraph headings in these Terms of Service are included for ease of reference only and have no binding effect.
I. Integration. These Terms of Service and all documents referenced in these Terms of Service (including the policies listed and available by hyperlink) comprise the entire agreement between you and Proville.net with respect to the use of this Website and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Website that link to or are linked from the Website.
J. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination of these Terms of Service for any reason.
|Job Type||Commission||Range(in $)|
|Fixed Price||10%||0 - 999|
|Fixed Price||10%||1000 - 1999|
|Fixed Price||10%||2000 - 2999|
|Fixed Price||10%||3000 - 100000000|