Terms of Service
Last Updated: November 13, 2019
The website located at www.moonlightwork.com (the “Site”) is a copyrighted work belonging to Moonlight Work Inc. (“Company”, “us”, “our”, “Moonlight”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS OF SERVICE (THIS “AGREEMENT”) IS A CONTRACT BETWEEN YOU (“YOU” OR “USER”) AND MOONLIGHT WORK INC. (MOONLIGHT, “WE,” OR “US”). YOU MUST READ, AGREE TO, AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT IN ORDER TO USE OUR WEBSITE LOCATED AT WWW.MOONLIGHTWORK.COM, ALL AFFILIATED WEBSITES, INCLUDING MOBILE WEBSITES AND APPLICATIONS, OWNED AND OPERATED BY US, OUR PREDECESSORS OR SUCCESSORS IN INTEREST, OR OUR AFFILIATES (COLLECTIVELY, THE “SITE”), ALL SERVICES, APPLICATIONS AND PRODUCTS THAT ARE ACCESSIBLE THROUGH THE SITE AND ALL MOONLIGHT MOBILE APPLICATIONS THAT LINK TO OR REFERENCE THIS AGREEMENT (“SITE SERVICES”) WHETHER PROVIDED BY US OR OUR AFFILIATES.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 10.17) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Moonlight operates a platform linking Contractors to Clients.
Services are offered on Moonlight as a price per hour. Services delivered in these ways on Moonlight are collectively referred to in these terms as “Jobs”. Whether or not a Job is offered and/or accepted is entirely at the discretion of the Contractor/Client. Moonlight has no control over this process. Services are provided by Contractors directly to Clients, who determine the deliverables, price and all other requirements.
On Commencement of a Job, the Client must confirm their requirements upfront in the Moonlight App.
The Contractor must provide regular progress updates and respond within one (1) working day to all messages from the Client, in the Moonlight App.
Contractors must deliver work within the delivery times either defined in their Job Spec, or agreed with the Client upfront in the Moonlight App for Jobs. Contractors’ rankings will be penalised for late delivery.
Contractors must fulfill their Jobs and Clients agree to pay for work delivered. Users will be penalised for cancellations or refunds caused by them, without just reason. Contractors must provide, and be given the opportunity by the Client to provide, at least two further iterations on the work delivered if the Client is not initially satisfied.
Upon delivering work to a client in relation to a Job, the Contractor will raise a request to receive payment. Contractors must not request payment upfront before work has been completed. Clients must pay within the 7 day payment terms.
Requests For Applications
Requests For Applications are offered on Moonlight. Whether or not a “Winning Application” is accepted is entirely at the discretion of the Client. Whether or not a winning Contractor is offered the full job is entirely at the discretion of the Client. Whether or not a participating Contractor accepts the full job is entirely at the discretion of the Contractor. Moonlight has no control over this process. Applications are provided by Contractors directly to Clients, who determine the deliverables and all other requirements. On selection of a “Winning Application”, the the Client must confirm their requirements and offer a Job to the Contractor who submitted the “Winning Application” subject to the terms described in the Request For Applications and Winning Application.
Contractors must provide their Application before the Client chooses to stop accepting submissions.
All payments for work completed must go via Moonlight unless Moonlight has given its express written permission otherwise in relation to a specific payment or invoice; attempts to pay outside of Moonlight will lead to sanctions not limited to immediate account suspension. Users must immediately report to Moonlight any offers to pay outside of Moonlight made by their Client or Contractor.
Once payment has been made, Clients are granted all rights for the delivered work.
For purposes of service messages, notices, offers and news about Moonlight, Users receive alerts on certain pages and emails to the email addresses associated with their accounts. Users can easily unsubscribe from any email notification using an unsubscription link found at the end of any email as well as their Settings page.
2. User accounts
To access the full Moonlight site, Users have to register for an account, provide accurate and complete information, and keep their account information updated. Both Clients and Contractors undergo the same account registration process. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
Each account must be a personal account, but Users may engage as an individual, company or any other legal entity (whether incorporated or unincorporated).
Users cannot register for more than one account.
The information that Users supply in the public profile of their account must comply with Moonlight profile policies.
Moonlight reserve the right to restrict your access, temporarily or indefinitely block your account, stop any Jobs you have in progress, cancel any of your Requests For Applications and/or Applications, warn other Clients and Contractors of your actions or issue you a warning if:
a) you breach the letter or spirit of these terms and conditions or the referenced policies;
b) we are unable to verify or authenticate any information you provide to us;
c) we believe that your actions may cause any loss or liability to our Users or to us
Users are solely responsible for any activity that occurs on their account, unless it is a result of actions beyond their control (such as hacking or if someone steals their password when they have taken reasonable steps to keep it secure). Users may never use another person’s user account or registration information for the Website.
You confirm that you are not economically barred/limited under sanctions rules of any country worldwide. If your circumstances change to be included in such lists, please cease using Moonlight immediately.
3. Job delivery
If an Application was submitted by the Contractor to a Request for Applications, the Contractor’s payment for the Job resulting from the Application is set as a per hour rate using the per hour rate as stated in the Contractor’s Application. Otherwise, the Contractor’s payment for Jobs is set as a per hour rate using the per hour rate as stated on the Contractor’s profile at the time of the Job setup. The Client agrees to pay the Contractor based on the time spent, not on the real or perceived quality of any deliverables provided. The Contractor agrees to use the Moonlight App to track the time they spend working on the Job which gives the Client access to the breakdown of the Contractor’s billable hours.
On acceptance of an Application and on hire request, the Client must place a valid payment method on file and gives authorization to Moonlight to charge it repeatedly per Moonlight’s Terms and Conditions.
Every seven (7) days an invoice will be automatically raised by the system on behalf of the Contractor according to the number of hours tracked by the Contractor during the last seven (7) days and the per hour rate of the Per Hour Contract.
Upon invoice raise:
- The Client can pay the Invoice manually within seven (7) days of the Invoice being raised.
- If not paid manually by the Client within seven (7) days, the invoice will be automatically paid by the system charging one of the payment methods of the Client on file at any time.
3.3.1 Protection for Contractors
In the rare event that a Client refuses payment for legitimate services performed by a Contractor, Moonlight will provide limited payment protection to the Contractor as mentioned below (“Per Hour Payment Protection”). Per Hour Payment Protection will be provided only if all of the following criteria are met:
- Contractor must have used the Moonlight App to track the time.
- Client must have an Account in good standing and at least one valid and authenticated Payment Method, and Client must agree to automatically pay for hours billed by the Contractor.
- Contractor’s Account must be in good standing.
- The number of hours billed must not exceed the weekly limit of hours as defined in the Job.
- Within ten (10) days after invoice raise, if the invoice is rejected the Contractor must submit a Dispute specifically identifying the details of the work that should be paid. Within ten (10) days after invoice raise, if the invoice is not rejected and not paid the Contractor must contact Moonlight Customer Support identifying the details of the work that should be paid.
- Per Hour Payment Protection is available with a maximum rate per hour protected by Moonlight to Contractor the lesser of
- the rate defined in the Per Hour Contract terms;
- the usual per hour rate billed by Contractor on the Site across all Clients; and
- the going rate for the same skills on the Site in Contractor’s area (such determination to be made in Moonlight’s sole discretion).
The maximum amount of coverage under the Per Hour Payment Protection for Contractors for the life of a relationship between the same Client and Contractor is $1,000 or 40 tracked hours via the Moonlight App, whichever is less.
3.3.2 Protection for Clients
Moonlight will adjust the invoice to Client for work that is not clearly related to either the Job requirements or Client instructions in the Moonlight App and within the hours authorized for the week, subject to and conditioned on the following terms:
- Contractor must have used the Moonlight App to track the time.
- Client must have an Account in good standing and at least one valid and authenticated payment method, and Client must agree to automatically pay for hours billed by the Contractor.
- Contractor’s Account must be in good standing.
- The Client rejects the invoice within seven (7) days of the Invoice being raised identifying the times billed that are not clearly related to either the Job requirements or Client instructions in the Moonlight App.
3.4 Requests For Applications
Clients can create a “Request For Applications” by completing the “Open Request For Applications" form in accordance with the instructions provided on Moonlight. Contractors can participate in a Request For Applications by submitting an Application. Requests For Applications are listed in the Moonlight App, and Contractors can submit their entries in accordance with the duration and terms of the Request For Applications as defined by Moonlight.
Contractors may submit one application per Request For Application, and it may be edited after submission. During the submission period, Contractors will be able to view applications submitted for the Request For Applications. All applications must comply with the Request For Applications description.
By participating in a Request For Applications, both Clients and Contractors accept without any provision the Terms and Conditions of the Requests For Applications. Clients may not allow or request Contractors to submit entries to Clients via other means than Moonlight. During and after the submission period, Clients will be able to award the Job by choosing a “Winning Application”. Clients are not obliged to choose a “Winning Application”.
After the submission period, no entries will be allowed to be submitted by Contractors.
The winner of the “Request For Applications” shall be able to accept the final Spec in the form of a Job, per Section 3.1.
All Contractors on Moonlight must strive to deliver a high standard of work, appropriately meeting their Client’s needs.
Specifically, Contractors must ensure that all deliverables are:
a) error free;
b) fully address each of the Client’s defined requirements;
c) are a complete set of deliverables as defined in the Job description, or as agreed in the Moonlight App as part of the requirements for Jobs;
d) and, for Jobs, are of a standard consistent with the level of expertise indicated in the Contractor’s profile and applications.
3.2.1 Client-specific Quality Terms
YOU UNDERSTAND THAT MOONLIGHT DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE.
3.3 Service Contract:
The Client and Contractor decide on the type of Job. They determine the terms and conditions of “Jobs”, including deliverables, any specific requirements, and the price, directly between them. The Client and Contractor create a direct service contract between themselves and Moonlight are not party to that contract (‘the Service Contract’).
Subject to this being varied as part of the Service Contract, ownership in and to any materials and or deliverables arising from a Job and any intellectual property rights therein, will be assigned to the Client upon successful payment to the Contractor. If the Client and Contractor wish to include any special terms of the contract (for example, in relation to the ownership of the work produced, ownership of intellectual property rights or special rights of termination), the Client and Contractor should negotiate and document these terms in the Moonlight App.
Subject to variation in the Service Contract, the terms and conditions of each Job and Request For Applications shall be deemed to incorporate a term that in consideration of the fee paid for the Job or Request For Applications the Contractor thereby assigns to the Client absolutely with full title guarantee the following rights throughout the world:
a) the entire copyright and all other rights in the nature of copyright subsisting in the Job or Request For Applications;
b) any database right subsisting in the Job or Request For Applications; and
c) all other rights in the Job of whatever nature, whether now known or created in the future, to which the Contractor is now, or at any time after the date of Commencement of the Job or Request For Applications may be, entitled by virtue of the laws in force in the United States, the State of California, and in any other part of the world, in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of Commencement of the Job.
You promise that:
a) you are able to pay for the services if you are a Client and perform the services if you are a Contractor;
b) you are not in breach of any applicable laws, rules or regulations or obligations to any other person;
c) you have made and will make all required legal and tax filings. If relevant, you will file all necessary legal documentation relating to your self-employment required by any governmental body, and pay all applicable taxes including without limitation PAYE or other income tax and national insurance;
d) you shall not (and shall not permit) any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, Job, or Application on or through the services Moonlight provide, including without limitation any User Content, that infringes any patent, trademark, trade secret, copyright or other right of any other person or entity or violates any law or contractual duty.
3.3.1 No Joint-Employer Status
Contractor and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Moonlight as a result of this Agreement or any use of the Service, and that Moonlight is not a joint employer for purposes of this Agreement.
3.3.2 Worker Classification.
Contractor and Client assume all liability for proper classification of Contractors as independent contractors or employees based on applicable legal guidelines. Moonlight will provide information regarding classification of Contractors based off information provided by Contractor and Client, but such information should not be solely used for, or relied upon, for the final determination of classification between Client and Contractor. Moonlight makes no representation with respect to such information provided to Client or Contractor regarding Contractor classification.
3.3.3 Contractor And Client Relationship.
This Agreement does not create a partnership or agency relationship between Client and Contractor. Contractor does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Contractor and Client acknowledges that Moonlight does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Moonlight does not set work hours, location of any work pursuant to any contractor relationships. Moonlight will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Moonlight will not set the rate or method of contractor payment, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. Client and Contractor will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a contractor engagement. For engagements classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Contractor. Therefore, a Contractor classified as independent contractor is free at all times to perform any other services pursuant to other engagements with third parties, be employed by or otherwise engage with persons or businesses other than Client, including any competitor of Client.
Moonlight facilitates all Contracts which qualify as 1099 engagements. For all 1099 engagements, Moonlight utilizes Stripe for payment processing, and Stripe will process all payments for contractors pursuant to such engagements. Client will not pay contractors directly. By utilizing Moonlight’s Service for such Contractor Engagements, you are agreeing to all applicable terms and conditions of Stripe, including their terms of service found here (https://stripe.com/us/connect-account/legal), if you do not agree, you should not utilize Moonlight.
3.3.5 Limited Exclusivity For Contractors
For three hundred and sixty-five (365) days after the end of any Job, the Client must only use Moonlight Work, Inc. to engage any contractor formerly provided through Moonlight Work, Inc., the Site and/or Service.
3.3.6 No Subcontracting
Contractors shall not subcontract any of their duties or obligations under the Service Contract.
Payments are made as described in Section 3, for a Job agreed by the Client as successfully completed. The payment terms are seven (7) days.
For 180 days after the end of any Job, the Client must only use Moonlight to engage any contractor formerly provided through Moonlight, the Site and/or Service.
All payments between Client and Contractor for Jobs must be processed through Moonlight as described in Section 3, for (1) work sourced on Moonlight, (2) work sourced through Moonlight’s communication venues, both in-person and online, including but not limited to Slack groups organized by Moonlight, and (3) for any follow on work between the Client and Contractor for a period of 180 days. A Contractor may seek express written permission from Moonlight to allow payment by alternative means for a specific invoice or payment if the Contractor intends to issue proceedings or pursue legal action against the Client.
Payment (or attempt of) outside of Moonlight is a breach of these terms and conditions unless the prior express written consent of Moonlight has been obtained. Such payment (or attempt of) and will lead to temporary and/ or permanent suspension of the Client and/ or Contractor’s account. The Contractor will be liable for any loss of business and legal expenses that Moonlight may incur in recovering it. Moonlight reserve the right to sanction funds held in the Contractor’s Account in order to recover lost fees. Moreover, Moonlight will not mediate any Disputes or be liable to either the Client or Contractor’s loss of business as a result of violation of this clause. Users must report attempts or offers to make payment outside of Moonlight by their Client or Contractor to Moonlight immediately.
Payments by Clients are routinely checked by Moonlight for fraud prevention purposes, before any payments are released to the Contractor. Moonlight aim to process these payments and credit funds to the Contractor’s Moonlight Account within three (3) working days, however Moonlight reserve the right to take up to ten (10) working days.
Moonlight process payments daily and will send the money to the Contractor via their selected payment preference. Once Moonlight has processed payments, they are then subject to timescales imposed by the banking clearing system.
For security reasons, Moonlight reserves the right to request additional information from Clients and Contractors, including original documents, and to verify documents with issuing institutions. Therefore, we reserve the right to request the following proofs of identity:
- a copy of a Government issued ID (Passport, Driver’s License or National ID Card);
- a copy of a recent utility bill showing your name and address (less than 3 months old);
For credit/debit card users (one of the following):
- a copy of the front and back of the card used. For Security Compliance we recommend that you blank out the central 8 digits of the card number digits, and the last three digits from the number on the back;
- Credit or Debit Card Bank Statement of the card used on your Moonlight account (less than 3 months old). For Security Compliance you must blank out the central 8 digits of the card number digits;
If Moonlight has to return funds to the Client due to the Client (contrary to these Terms and Conditions) filing a dispute or requesting a payment be reversed through its credit card provider or bank, then Moonlight will be entitled to recover any such amount from the Contractor’s Moonlight Account (and if insufficient monies are in the Contractor’s Account), credit card or other previously made payment method if available. If Moonlight is unable to recover the amount returned to the Client from the Contractor in full then the Contractor agrees to pay to Moonlight any outstanding sums within 48 hours of Moonlight making a request.
Moonlight uses third-party service providers including Stripe to process payments by Clients and to transfer funds to Contractors. These third-party payment service providers are regulated and authorised to provide payment services in the countries where they operate. Moonlight may share your personal or transactional information with third-party payment service providers when it is necessary to process payments.
5. Leaving Feedback
When the Job is completed and the Contractor has been paid by the Client, both parties are asked to provide both qualitative feedback and a rating for the other party. This rating influences each User’s ranking on Moonlight.
Both parties should complete the feedback honestly. Users must not falsify feedback, manipulate or coerce another User by threatening negative feedback or offer incentives in exchange for feedback. Any attempts of this nature should be reported immediately to Moonlight.
Feedback comments that are reported to us as defamatory, abusive or offensive will be reviewed and may be removed at our discretion.
6. Cancellations and refunds
6.1 Cancellation of a Job
After the Commencement of a Job, the Client or Contractor may request a cancellation:
a) the requestor must notify the other party of the cancellation by placing a message in the Moonlight App.
b) if the Client fails to notify the Contractor in the Moonlight App that they wish to cancel the Job and the Job is subsequently completed, the Client must pay for the service delivered in accordance with these terms and conditions and should not seek to file a dispute or reverse payment with their credit card provider, bank or PayPal.
Once notified of a cancellation:
a) the Contractor should stop working on the Job immediately;
b) the parties should agree in the Moonlight App what payment is necessary for any work completed (or time spent, if it is a per hour Job). The Contractor should request payment in accordance with Section 3 of these terms.
Moonlight encourage our Contractors and Clients to try and resolve any disagreements between themselves. However should that not be possible Moonlight Customer Services can provide Dispute resolution.
A Dispute can be raised:
a) by the Contractor manually after a Client has rejected an invoice;
b) by the Contractor automatically if they decide to reject a Refund Request received from a Client.
To raise a dispute, the Contractor is required to pay a non-refundable fee as per section 8.2
Disputes are available to Contractors that have qualified as trusted members of the Moonlight community.
If the amount disputed is USD $160 or above, Moonlight may reach out to both parties in order to mediate and try and bring the Dispute to resolution.
Moonlight will aim to make a resolution decision on behalf of both parties within seven (7) days. If a mutual resolution has already been agreed between both parties on the workstream, then the dispute will either be cancelled or resolved in line with the mutual agreement.
In the event of having to make a resolution decision, Moonlight will use only the communication in the Moonlight App as sole evidence, and consider:
a) if both parties are acting in good faith and have tried to resolve the issue between themselves before contacting us, including at least a second attempt made between both parties to complete or rectify the Job;
b) if the Job was delivered (or the milestone was met, if the Dispute is for a milestone payment) in accordance with the terms in Section 3;
c) for Disputes concerning the quality of the work delivered: Moonlight will consider whether the Contractor has met general quality standards as defined in Section 3.3. Assessments on quality i) down to perceived taste, or ii) requiring specialist technical or subject matter expertise, will not form part of the resolution decision;
d) if the Client and Contractor have complied with these terms and conditions.
In the event of having to make a resolution decision on behalf of the parties, Moonlight will notify both parties within fourteen (14) days of the Dispute. The disputed funds shall be dealt with in accordance with the resolution decision and these terms and conditions. Our involvement with the Dispute ends once the resolution in relation to the Dispute has been communicated
Users agree and accept that any payments and/or other actions made by Moonlight in accordance with the resolution decision of a Dispute are made in good faith and Users shall have no cause of action against Moonlight (whether in contract, tort or otherwise) in respect of the resolution decision or any such actions or payments made pursuant to it. Users further agree and accept that they have no right to seek to hold Moonlight liable for a Client or Contractor’s alleged actions or failures.
8. Moonlight fees
Some of our Services are offered for a fee, while other Services may be free with optional paid upgrades (“Paid Services”). By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, there may be a one-time fee or recurring fees. For recurring fees, we’ll bill or charge you for in regular intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time by contacting Moonlight’s support team…
Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.
Payment. If your payment fails or Paid Services are otherwise not paid for on time, we may immediately cancel or revoke your access to the Paid Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we may revoke your access to our Services in general.
Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any Taxes). Your Paid Services are renewed for the same interval of time. For example, if you purchase a Moonlight annual plan, you will be charged each year.
Refunds. While you may cancel a Paid Service at any time, refunds are issued in our sole discretion.
Fee Changes. We may change our fees at any time. When applicable, we may give you advance notice of the fee changes. If you don’t agree with the fee changes, you can cancel your Paid Service.
8.1 Developer Fees
Moonlight is free for Developers.
We may make changes to our fees from time to time. These changes will be reflected in updated terms issued by us, which will apply to any transactions which take place after the updated fees come into force.
8.2 Client fees
For clients without a qualifying paid membership plan, Moonlight charges clients a processing fee that is a 15% cut of the hourly rate of the Contractor.
We may make changes to our fees from time to time. These changes will be reflected in updated terms issued by us, which will apply to any transactions which take place after the updated fees come into force.
Moonlight, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Moonlight. Moonlight reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Moonlight determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
As part of your User account, Moonlight may provide you with or allow you to create a “Moonlight Referral Links,” unique website URLs for you to distribute to your friends and family (each a “Referred User”) to become new Moonlight Clients (“Referred Clients) in your country. Moonlight Referral Links may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Moonlight Referral Link. Moonlight reserves the right to deactivate or invalidate any Moonlight Referral Link at any time in Moonlight’s discretion.
From time to time, Moonlight may offer you with incentives to refer your friends and family to become new Users of the Moonlight Platform in your country (the “Referral Program”). These incentives may come in the form of Moonlight Credits, and Moonlight may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Only users with active accounts, a valid payout method, and who are in good standing with Moonlight are eligible to participate in the referral program. Your distribution of Moonlight Referral Links and participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.
10. General terms of website use
10.1 Information about us
www.moonlightwork.com is a site operated by Moonlight Work Inc. (“We”), a Delaware C-Corporation. Our mailing address is 548 Market Street, Suite 33764, San Francisco, CA 94104 USA.
We are solely a marketplace for buyers and sellers to interact. We do not search for, select, or introduce buyers and sellers to each other.
10.2 Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
If you are under the age of 18, you may not use the services on our website. We reserve the right to refuse to offer the services to any person or entity and change eligibility criteria at any time. Where these terms or use of the services is prohibited or conflicts with any applicable law, rule or regulation, the right to access the services is revoked.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
10.3 Using our site
Without limiting its ability to seek alternative remedies, Moonlight may restrict any user’s ability to use the website, deactivate or terminate their account, forfeit or withhold funds, in its absolute discretion, if we have reason to believe or suspicion that the user’s dealings with Moonlight constitute fraudulent activity, wrongdoings or related to money laundering. Users acknowledge that if their use of the website is in breach of any local or national laws with respect to fraud or money laundering, any payments made may be liable to forfeiture or may be frozen by Moonlight. To the extent permitted by law, Moonlight shall not be liable to that user for any such payments, nor shall it incur any liability to any user where it is required to give information or documentation relating to that user to any relevant regulatory authority in such cases.
Moonlight reserves the right to withhold payments payable to, any person, group of persons or legal entities acting in concert or as a syndicate to defraud the company, pending the outcome of a subsequent investigation by the proper authorities
To the extent permitted by law, Moonlight shall be entitled to withhold and forfeit monies in user’s accounts in the event of fraudulent or money laundering acts by the user. The user agrees to indemnify Moonlight, its directors, employees, shareholders, consultants and advisors for all losses and damages suffered by it as a result of fraud, or reasonable belief that there is fraud and/or a money laundering activity. The withholding and forfeiture, and claims for losses and damages will extend to all users who are involved and/or which the Company believes to be involved in such fraud and wrongdoings.
“Wrongdoings” and/or “fraud” shall include but not be limited to attempts to circumvent these terms and conditions, hacking, unauthorized use of the account access information, account or third party accounts, attempts to circumvent or bypass any security mechanisms available on the website or Moonlight’s systems or networks, wrongfully, deliberately or knowingly transfer funds from a third party’s account or funds not lawfully owned, any act or omission through use of the website of Moonlight services cause any harm to the company or to any third party, false personal information, fund transfers in any actions and/or omissions which the company reasonably deems to be a fraudulent and/or wrongdoings.
In the event that Moonlight will suspect fraud or fraudulent activity on the user’s part or any of the user’s payments are charged back, Moonlight will have the right to withhold any pay-out due to the user and if necessary, to lawfully collect any payments in remaining balances.
10.4 Acceptable use
When using our site, you shall not:
- take any action that imposes an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
- interfere with the proper working of the services we provide or any activities conducted on the services;
- attempt to bypass or circumvent any measures we may use to prevent or restrict access to the services;
- run any form of auto-responder or ‘spam’ on the services;
- use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the site;
- harvest or scrape any Content from the services; or
- otherwise take any action in violation of our guidelines and policies.
It is also not allowed to:
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the services, except to the limited extent applicable laws specifically prohibit such restriction;
modify, translate, or otherwise create derivative works of any part of the services;* or: copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
You shall abide by all applicable local, national and international laws and regulations.
10.5 Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
We grant to each user a license to use content solely for purposes of using Moonlight in accordance with these terms.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
10.6 Reliance on information posted
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
10.7 Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
10.8 Our liability
We try to keep Moonlight running at all times, but we cannot guarantee to do so. We cannot guarantee continuous, uninterrupted or secure access to the Website as it may be interfered with by factors outside of our control.
We also try to make sure that all the information that we place on Moonlight is accurate, but we cannot guarantee this either.
We use techniques that aim to verify the accuracy of the information provided by our Users, however user verification on the internet is difficult. Moonlight cannot and does not confirm, and is not responsible for ensuring, the accuracy or truthfulness of Users’ purported identities or the validity of the information which they provide to us or post on Moonlight.
We do not control any information provided by Buyers and Sellers that is placed on the Website. We take reasonable steps to monitor information which is posted on the Website, including but not limited to any Application, Job posting or Workstream and may require the removal of any information which breaches our policies.
To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
- whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
10.9 Information about you and your visits to our site
10.10 Transactions concluded through our site
Contracts for the supply of goods, services or information formed through our site or as a result of visits made by you are governed by our terms and conditions of supply
10.11 Uploading material (“User Content”) to our site
You shall not (and shall not permit) any third party to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, Job, or Application on or through the services we provide, including without limitation any User Content, that:
- infringes any patent, trademark, trade secret, copyright or other right of any other person or entity or violates any law or contractual duty
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive,fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity,* or is otherwise inappropriate as determined by us in our sole discretion;
constitutes unauthorised or unsolicited advertising, junk or bulk e-mail (“spamming”);
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorised access to any system, data, password or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone’s identification documents or sensitive financial information.
- You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.
You grant to us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use your User Content in any way and whether on Moonlight or otherwise for the purposes of i) running the service and ii) marketing our (and our successors’ and assigns’) services and/or business in any media formats and through any media channels (including, without limitation, third party websites and feeds).
You also grant to each User a non-exclusive, perpetual license to access your User Content through Moonlight and/or in the course of an Application or a Job.
You represent and warrant that you have the rights to grant such licenses without infringement or violation of any third party rights. We have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
The grant of licences above do not confer on upon us any rights of ownership to your User Content. We do not own any intellectual property rights or have any rights in any work, materials or deliverables developed and created by you under a Job.
We reserve the right, but do not have any obligation, to remove, edit, modify or block any Content in our sole discretion, at any time, without notice to you and for any reason or for no reason at all.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
10.12 Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
We will report any breaches to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
10.13 Links from our site
10.14 Reporting violations
If you have any concerns about material which appears on our site, please report it to us by emailing email@example.com.
10.15. DMCA Notices
We take copyright infringement very seriously, and we have registered a Registered Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Moonlight by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written 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; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Moonlight (attention: Legal), 548 Market Street Suite 33764, San Francisco, CA 94104 USA; e-mail: firstname.lastname@example.org.
10.16 Limitations On Liability
Moonlight is not liable for (1) any content posted by Clients or Contractors on our Site or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Client and Contractor; (3) any review of content posted on our Site or Service; (4) any damages that result through the use of our Service; (5) any negative or critical comments that may be posted by Client, Contractor, or other third party through the Service; or (6) any of the Third Party Service(s) you may be provided pursuant to your use of the Service.
We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Site, although we reserve the right to do so, and to take any other action, in Moonlight’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL MOONLIGHT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT MOONLIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL MOONLIGHT BE LIABLE TO A CONTRACTOR, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) THE JOB FEE PAID BY THE A CLIENT, OR (2) $100, AS A RESULT OF THE CONTRACTOR USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL MOONLIGHT BE LIABLE TO A CLIENT FOR MORE THAN THE JOB FEES PAID BY THE CLIENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH CLIENT FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY CLIENT TO A CONTRACTOR.
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
10.16.1 Further Limitations
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.
10.17 Dispute Resolution
Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
a. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
b. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 427 N Tatnall St. Suite 33764, Wilmington, DE 19801, USA, Wilmington, Delaware 19801. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
c. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
e. Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
g. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
h. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
i. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
j. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
k. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
l. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
m. Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
p. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New Castle County, Delaware, for such purpose.
10.18 Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
10.19 Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Moonlight shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
You may not sell, transfer, or assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where Moonlight requires that you provide an e-mail address, you are responsible for providing Moonlight with your most current e-mail address. In the event that the last e-mail address you provided to Moonlight is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Moonlight’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Moonlight at the following address: Moonlight Work, Inc., 548 Market Street, Suite 33764, San Francisco, CA 94104 USA, ATTN: Legal. Such notice shall be deemed given when received by Moonlight by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
10.24 Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
10.25 Electronic Communications
The communications between you and Moonlight use electronic means, whether you visit the Site or the Service or send Moonlight e-mails, or whether Moonlight posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Moonlight in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Moonlight provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
10.26 California Users And Residents
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Moonlight must be addressed to our agent for notice and sent via certified mail to: Moonlight Work, Inc., 548 Market Street Suite 33764, San Francisco, CA 94104 USA. Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY MOONLIGHT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Moonlight may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
11.1 Confidential Information
Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) Login Credentials; and (2) any information or materials relating to the Service. Your Confidential Information does not include Your Content.
A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.
The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; © is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
11.4 Continuing Obligations
You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Contractors or Clients in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Contractors; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers, or contractor opportunities which you become aware of through our Site or Service.
12. Privacy Statement
You agree to defend and indemnify Moonlight from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relation to (a) Your Content (b) Your use of the Service © Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) your violation of law or your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Moonlight Parties are employers or related employers of any Contractor, contractor employed, or retained by a Client. You may not settle or compromise any Infringement Claim without our prior written consent.
In addition, Client and Contractor agree to indemnify, hold harmless and defend Moonlight from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Contractor’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Contractor, or from damage or destruction of any work or properties, attributable to or resulting from Contractor’s engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Contractor was misclassified, any claim that Moonlight was an employer or joint employer of Contractor, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits required by law.
13. Governing Law
Each party will comply with all laws applicable to the actions contemplated in this Agreement, including all local, state, and federal regulations and export control laws. Subject to local laws requiring application of another law(s), this Agreement shall be governed by and interpreted in accordance with the laws of the United States, specifically the state of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.
14. Related Policies
The following policies are part of these terms and conditions and should be read carefully:
15. Entire Terms
These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
16. Copyright/Trademark Information
Copyright © 2018 Moonlight Work Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
In these terms and conditions:
‘Client’ means a person buying services from a Contractor on Moonlight;
‘Commencement of the Job’ means either the submission of a Request For Applications by the Client or acceptance of an Application for a Job by the Client in the Moonlight App;
‘Content’ means such things as data, text, photographs, videos, audio clips, written posts and comments, graphics, User content and interactive features generated, provided, or otherwise made accessible on or through Moonlight;
‘Job’ is a piece of work that commences with the acceptance of an Application by a Client or the acceptance of a Job request by a Client. This work is agreed either after the Client has posted a request on Moonlight or in direct communication between a Client and a Contractor in the Moonlight App. A Job can also be agreed as a follow on piece of work after an Job Spec purchase;
‘Guest’ means an unregistered user of Moonlight;
‘Request For Applications’ means a Job posted by a Client via the “Post Request For Applications” form for which Contractors are able to submit private entries. The “Winning Application” is awarded by the Client with the Contractor receiving the Job. Any follow-on work described in the Request For Applications post form can be agreed as a separate Job by Client and Contractor of the awarded application after the Request For Applications has been awarded;
‘Website Design Request For Applications’ is a website focused Request For Applications where Clients request (and Contractors submit) a single page of a website design. Website Design Requests For Applications apply only for the single requested page of the Request For Applications and not for the whole website as described in the Request For Applications post form;
‘Per Hour Contract’ is a piece of work that commences with a Client placing a valid payment method on file that can be charged repeatedly by Moonlight and the acceptance of a Per Hour Application by the Client or the acceptance of a Hire request by the Contractor
‘Dispute’ means a dispute raised in relation to a rejected Invoice or a rejected Refund Request;
‘Invoice’ means a bill for a completed Job which is raised by the Contractor in the Moonlight App or in the Moonlight payments dashboard;
‘Job’ means a piece of work that a Contractor and Client agree via Moonlight is to be provided by the Contractor to the Client. Job refers to work either agreed when the Client purchases an Job Spec™, or when an Application by a Contractor is accepted by the Client for a Job;.
‘Moonlight’ means the website with the domain name www.moonlightwork.com or Moonlight Work Inc. as the context so requires;
‘Moonlight Account’ means the online electronic account which holds your money that is available to you to either withdraw at anytime or use as currency to pay for Jobs on the site;
‘Application’ means an offer made by a Contractor to a Client to provide a Job and which must contain a fee quotation;
‘Contractor’ means a person selling services to a Client via Moonlight;
‘User’ means any registered person who uses Moonlight;
‘User Content’ means all Content uploaded, submitted, distributed, or posted to the services by Users, including without limitation, Applications and communication via the Moonlight App. User Content does not include any materials or deliverables, or intellectual property therein arising from a Job, which shall be assigned to the Client on successful payment for the Job. User Content is the sole responsibility of the person who originated it;
‘Moonlight App’ is where all the communication between Client and Contractor is conducted in private. Via the Moonlight App, the parties can exchange information including attachments, send an Application or raise an Invoice, make payments, request a refund or raise a Dispute in relation to a Job.