Services Agreement

Last updated: 1st March 2021

 

Thank you for joining CvKnights.com as a Contractor (Knight).

The following terms are applicable for any Services that You agree to deliver to Us.

Terms of Agreement

This Agreement (this “Agreement”) is entered into by and between CvKnights.com Ltd. (“Company,” “we,” “us,” or “our”) and you (“Contractor” or “you” or “your” or “Knight”) (each herein also referred to individually as a “Party,” or collectively as the “Parties”), and governs your use of CvKnights.com.

By acknowledging this Agreement or performing Services (defined below), you are consenting to the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not register as a Knight with the Company or offer or provide Services. You will also be subject to additional terms applicable to the use of some Company services, including the Terms of Service.

By accepting this Agreement or performing Services, you acknowledge and agree to such terms which are hereby expressly incorporated by reference into this Agreement.

1.   Services and Deliverables

You agree that you are an independent contractor seeking to perform career advice services, including, without limitation, translation, review, rewriting, coaching, orientation, advising services, and services related thereto such as quality control (“Services”) and deliver, translation, review, rewriting or similar deliverables, and quality control (“Deliverables”) to other users of CvKnights.com who are seeking translation, review, rewriting, coaching, orientation, advising, or quality control Deliverables (“Customers”) and to the Company. The Services and Deliverables must adhere to the accuracy and quality standards established by Company on behalf of Customers.

2.   Payment

CvKnights.com will pay you for the Services and Deliverables completed for Customers that meet accuracy and quality standards on the terms and according to the pay rates quoted on the CvKnights.com website.

3.   No Violation of Rights or Obligations

Contractor agrees that it will not violate any agreement with or rights of any third party. Contractor further agrees to take reasonable measures to ensure that employees do not violate any such rights and agreements. Contractor agrees that no employees may use or disclose at any time Contractor’s own or any third party’s confidential information or intellectual property as to the Services or otherwise for or on behalf of Company, except as authorized by Company in writing.

4.   Proprietary Information and Confidentiality

Contractor agrees that all Services and Deliverables, and all business, technical, and financial information developed, learned, or obtained by or for or on behalf of Contractor while Contractor provides Services that relate to Company, its business, or its demonstrably anticipated business or that are received by or for Company in confidence constitute “Proprietary Information,” including the identity of and information relating to Customers or employees. Proprietary Information also includes all information received by the Company in confidence from its Customers, suppliers, other third parties, including without limitation their written documents, audio, or video files.

Contractor shall hold in confidence and not disclose, use, or permit to be used any Proprietary Information, except in performing the Services. This provision does not apply to publicly available information.

Upon termination of this Agreement, Contractor will return all Proprietary Information to the Company in whatever form (including all Deliverables). Contractor may keep its personal copies of its compensation records and this Agreement.

Contractor also recognizes and agrees that Contractor has no expectation of privacy as to Company’s telecommunications, networking, or information processing systems (including stored computer files, email messages and voice messages) and that Contractor’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

5.   Contractor Warranties

Contractor hereby represents, warrants, and agrees that:

  1. Contractor is over eighteen (18) years of age or the age of majority in its jurisdiction, whichever is greater; (b) of legal age to form a binding contract; (c) not a person barred from providing the Services under the laws of its country of residence or any other applicable jurisdiction; (d) not located in a country that is subject to a UK Government embargo or designated by the UK as a “terrorist supporting” country; and (e) not listed on any UK list of prohibited or restricted parties.
  2. The information provided by Contractor to the Company upon submitting an application form, including without limitation Contractor’s name, address, email address, country of residence, and LinkedIn profile shall be true, correct, and complete, and Contractor shall update such information in the event of any change thereto;
  3. The Services contemplated and expressed in this Agreement and in any Scope of Work that may be accepted by Contractor under this Agreement do not, and will not, infringe upon any rights of any third party;
  4. Contractor has and will maintain all required business registrations, vocational certifications, and other licenses required to complete the Scope of Work lawfully and consistent with any legal or professional requirements;
  5. Contractor has, in accordance with applicable law, properly classified all workers who will assist in providing Services under this Agreement, if applicable;
  6. Contractor will comply with all applicable laws, rules, and regulations; and;
  7. Contractor has the experience and skills to properly perform the Services and will do so in a manner consistent with any applicable industry and professional standards.

6.   Liability/Indemnification

Contractor shall be responsible for, and shall indemnify, defend, and hold harmless Company, its officers, agents, and employees, of and from any and all claims, demands, causes of action, liabilities, or damages, including legal costs and attorneys’ fees, arising out of any breach by Contractor of any provision of this Agreement (including without limitation Contractor’s confidentiality obligations and representations and warranties set forth herein), breach of applicable law by Contractor, or any acts or omissions of Contractor pursuant to this Agreement and the Assignments.

7.   Avoidance of Conflict of Interest

Contractor represents and warrants that Contractor has no outstanding agreement or obligation that conflicts with this Agreement, or that would preclude Contractor from complying with the Agreement, and further certifies that Contractor will not enter into such conflicting agreement during the term of this Agreement.

8.   Term and Termination

The Agreement starts when Contractor accepts this Agreement and continues until terminated. Company may terminate this Agreement and stop assigning Services to You immediately, with or without notice, with or without cause, for any reason or for no reason. You may terminate this Agreement at any time by notifying Us. You can inform Us of your decision by:

  • By email: info@cvknights.com
  • Sections 4 and 12 to 26 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration.
  1. Company may communicate the obligations contained in this Agreement to any other (or potential) Customer or employer of Contractor.

9.   Independent Contractor Status

Nothing in this Agreement is intended to create or should be construed as creating a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between the Company and Contractor. Throughout the Term and while providing the Services, Contractor is, and shall at all times be and remain, an independent contractor.

Nothing in this Agreement or otherwise shall be construed as identifying Contractor or its representatives as an employee, agent, or legal representative of the Company or any of the Company’s related or affiliated entities for any purpose whatsoever, and Contractor and its representatives shall not hold themselves out as employees of the Company in any capacity.

  1. Contractor agrees that Contractor will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving the Company that is inconsistent with Contractor being an independent Contractor (and not an employee) of the Company. Contractor is engaged in an independently established trade, service, or occupation that is separate and distinct from Company’s business.
  2. Contractor is not authorized to transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, or assign or create any obligation of any kind, express or implied, on behalf of the Company or any of the Company’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty, or representation on behalf of the Company or any of the Company’s related or affiliated entities with respect to any matter, except as expressly authorized in this Agreement or in another writing signed by an authorized officer of the Company. Further, Contractor shall not use Company’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without the prior written approval of the Company.
  3. Contractor must provide all equipment, tools, materials, and labour that may be needed to perform the Services under this Agreement. The Company will not provide any equipment, tools, materials, or labour that may be needed to perform the Services under this Agreement. The Company will, however, provide Contractor with access to the CvKnights.com website for purposes of facilitating (i) Contractor’s review and acceptance of an assignment for Services, (ii) Contractor’s delivery of the Services and Deliverables as specified and as applicable in any accepted assignment, and (iii) Contractor’s access to available support resources and materials if Contractor so chooses.
  4. Contractor is solely responsible for scheduling the timing of Services as set forth in the accepted assignment.
  5. Contractor shall exercise independent judgment and is solely responsible for determining the manner in which Services will be completed and the preparation and additional work necessary to properly perform the Services in a manner consistent with the accepted assignment; however, Contractor agrees to provide the Services in a manner consistent with applicable Customer requirements and specifications, including any deadlines or timeframes set by applicable Customers. The Company will provide no supervision and will have no control over the manner in which the Services are performed or over the timing and location of the performance of the Services.
  6. Contractor may hire employees or engage subcontractors (at his or her sole expense) to assist with providing the Services. Contractor acknowledges that it shall remain solely and exclusively responsible for complying with the terms of this Agreement (including any assignment for Services) and timely provision of the Services to meet Customer’s requirements and specifications. Contractor is solely responsible for employer legal obligations for itself and to its employees and staff, including without limitation wage payment, minimum wage, overtime, expense reimbursement, recordkeeping, paid time off, unpaid time off, legally protected leave, holidays, tax withholding and payment, benefits, worker verification, certifications, licenses, screening, human resource functions, mandatory training, workers’ compensation coverage, and unemployment insurance.
  7. Contractor shall remain responsible for and shall pay all of its operational costs, expenses, and disbursements relating to the operation of Contractor’s business (or the activities of its assistants, employees, and subcontractors) and the provision of the Services or Deliverables under this Agreement.
  8. Nothing in this Agreement is intended to prohibit, discourage, or limit Contractor from engaging in any other business activities that are separate and distinct from the business activities that Contractor provides to the Company under this Agreement, including providing the same or similar services to any of the Company’s competitors. Contractor represents that it has and will continue to make its services available to the public and expressly reserves the right to perform review and rewriting Contractor services for compensation for other third parties and advertise its services as available to others.

10.Due to Contractor’s status as an independent Contractor

Without limiting the generality of the foregoing, due to Contractor’s status as an independent Contractor:

11.Benefits and Contributions.

Contractor is not entitled to, or eligible for, any benefits that the Company, its parents, subsidiaries, affiliates, or other related entities may make available to its employees, such as group health insurance, disability insurance, life insurance, profit-sharing, or any other retirement or employment benefits. Contractor shall, in no event, directly or indirectly, claim entitlement to coverage under any benefit maintained by the Company

12.Taxes and other Withholdings

The Company will not withhold any taxes or other monies from any compensation paid to Contractor under this Agreement, and Contractor will be solely responsible for the payment of all national, and local taxes, income tax withholding requirements, and all other national, and local laws, rules, and regulations with respect to the performance or provision of the Services under this Agreement and with respect to Contractor’s status as an independent Contractor. Contractor agrees to indemnify, defend, and hold the Company harmless from any costs, expenses, penalties, or damages (including attorney’s fees) arising from Contractor’s failure to properly pay such taxes or contributions and/or the Company not withholding or remitting any taxes, contributions, or payments with respect to compensation paid to Contractor.

13.Insurance

Contractor is not covered by or under any insurance that may be purchased or provided by the Company, its parents, subsidiaries, affiliates, or other related entities, including, without limitation, workers’ compensation insurance, commercial general liability insurance, automobile liability insurance, directors’ and officers’ liability insurance, property insurance, product liability insurance, and professional liability insurance. Contractor shall, in no event, directly or indirectly, claim entitlement to coverage under any policy maintained by the Company. Specifically, in the event that Contractor is injured while providing the Services under this Agreement, Contractor acknowledges and understands that Contractor will not be covered by any workers’ compensation insurance coverage that the Company may provide to its employees. Further, in the event that Contractor’s actions cause an injury to a third party while Contractor is performing the Services under this Agreement (including incidental activities relating to the provision of the Services), Contractor acknowledges and understands that Contractor will not be covered by any liability insurance coverage that the Company may have, and that the Company will not defend and/or indemnify Contractor in such circumstances, and specifically denies any such obligation.

Contractor represents that it complies with all applicable laws pertaining to the maintenance of insurance and benefits for its employees and subcontractors, including employers’ liability insurance, workers’ compensation insurance, disability benefits insurance, and health benefits.

14.Assignments

Contractor may choose to accept any assignment made available to the Contractor by email and understands that there is no minimum or maximum number of assignments that may be accepted. Contractor can also choose not to accept any assignments.

Contractor agrees that Company assigns Services to Contractor at its own discretion and that Company may choose to exclude Contractor for certain assignment requests in order to improve the quality of the Services.

This Agreement and the Services offered are personal to Contractor and Contractor shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without written consent from Company. Any attempt to do so shall be void and may result and Contractor not being paid at the end of the Service.

15.Late or Incomplete Delivery of Assignment

For the purpose of this section the following definitions apply:

  • Deadline D1 refers to the agreed date and time between the Contractor and CvKnights for the submission of all Deliverables by the Contractor to CvKnights.com as defined in the Contractor’s assignment. Dates and times refer to the UK time (GMT).
  • Deadline D2 refers to the agreed date and time between the Customer and CvKnights for the return of all Deliverables by CvKnights to the Customer as defined in the Terms of Service. Dates and times refer to the UK time (GMT).
  • Deadline D3 refers to the agreed date and time between the Customer and CvKnights for the return of all Deliverables by CvKnights to the Customer plus one natural day as defined in the Terms of Service. Dates and times refer to the UK time (GMT).
  • Contractor’s Full Submission refers exclusively to any submission made by the Contractor that includes all the Deliverables as agreed in the Assignment.
  • Contractor’s Partial Submission refers to any submission made by the Contractor that does not include all the Deliverables as agreed in the Assignment.
  • Quality Submission refers exclusively to any Full Submission in which all Deliverables adhere to the accuracy and quality standards established by Company on behalf of Customers.
  • Quality Review refers to the period of time required by CvKnights.com to certify that a Contractor’s Full submission is a Quality Submission suitable to be returned to the Customer. The Quality review formally ends when CvKnights notifies by email the Contractor that a Contractor’s Full Submission is suitable to be returned to the Customer.
  • Timely Delivery or Successful Delivery refers exclusively to any submission made by the Contractor which meets all of the following criteria (a) It is a Full Submission, (b) It has been delivered by the Deadline D1, and (c) CvKnights has notified the Contractor by the Deadline D2 that it is a Quality Submission.
  • Late Delivery refers to any submission made by the Contractor that does not meet all the conditions necessary to achieve the status of a Timely or Successful Delivery. Late deliveries shall be classified in different ways depending on their nature. All Late Deliveries will incur a Penalty to be imposed on the Contractor.
  • Incomplete Delivery refers to any Delivery which has not achieved the status of a Timely or Successful Delivery.
  • Undeliverable Service refers to any Incomplete Delivery regarded by CvKnights as unsuitable to be delivered to the Customer for whatever reason and, in particular if CvKnights has had to perform more than two Quality Reviews to achieve the status of Quality Submission.
  • Penalty refers to the financial punishment imposed by CvKnights to the Contractor for not achieving a Timely Review.
  • Business Day refers to any day of the week except any Saturday, any Sunday, or any day which is a UK Bank Holiday.
  • Natural Day refers to any day of the week.

16.Quality Review by CvKnights

CvKnights will assign reasonable resources and working hours to carry out Quality Reviews after each Full Submission made by the Contractor to meet the request of the Customer. Contractor must plan in advance to account for the following circumstances before submitting any Service for Quality Review to CvKnights:

  1. CvKnights will not perform any Quality Review of any Contractor’s Partial Submission under any circumstances. All Partial Submissions will be considered as Incomplete Deliveries by default and must be avoided by Contractors.
  2. Contractor must not expect CvKnights to perform any Quality Review out of reasonable business days working hours in the UK.
  3. Quality review times may vary depending on the demands of the business at any given moment of the year irrespective of the scope of the Service, extent of other previous Quality Review times spent in previous Services, or any other circumstance. Contractor must not expect Quality Reviews to be prioritised by the demands of the Contractor under any circumstance. CvKnights will prioritise Quality Reviews as CvKnights pleases.
  4. Contractor must expect Quality Review times to be up to 24hours for “Only Review” assignments except for Services referred to as “Epic Reviews of Cover Letters (ER1)” which will be up to 12hours.
  5. Contractor must expect Quality Review times to be up to 24hours for “Review and Rewriting” assignments Services referred to as “Epic Rewriting” in all cases.
  6. Contractor must expect Quality Review times to be up to 48hours for “Review and Rewriting” assignments Services referred to as “Normal Rewriting” in all cases.
  • Contractors must not expect Quality Reviews to be performed in less than the amount of time defined in the previous points. This is applicable to both First and Second Quality Reviews irrespective of the scope of the Service, extent of other previous Quality Review times spent in previous Services, the extent of the comments raised in the first Quality Review, or any other circumstance.
  • The number of Quality Reviews required for each assignment will be at least one and up to two. A second Quality Review will only be needed if Contractor does not achieve the minimum required quality standards after the first submission.
  • Contractor will be formally notified by CvKnights of the successfulness or incompleteness of each Full Submission by email after each Quality Review. Such notification will clearly state any comments needed to be addressed by the Contractor to achieve the status of a Quality Submission. Refer to Quality Review times above for each Service type.
  • Similarly, Contractor will be formally notified by CvKnights of the successful or incomplete termination of each Assignment by email after each Quality Review. Such notification will clearly state any comments needed to be addressed in future to improve future Services or Penalties which the Contractor has incurred while delivering the Service.

17.Types of Successful and Late Deliveries

The following table classifies successful and late deliveries by their nature:

Type of Delivery

Subcase

1st Full Submission made by Contractor

1st Quality Review and notification to Contractor by CvKnights

2nd Full Submission made by Contractor

2nd Quality Review and notification to Contractor by CvKnights

Successful Delivery

S.1

by D1

OK by D1

S.2

by D1

OK by D2

S.3

by D1

Not OK by D1

by D1

OK by D2

Late Delivery Type A

A.1

by D1

Not OK by D1

by D2

OK by D2

A.2

by D1

Not OK by D2

by D2

OK by D2

Late Delivery Type B

B.1

by D2

OK by D2

B.2

by D2

Not OK by D2

by D2

OK by D2

Late Delivery Type C

C.1

by D3

OK by D3

Undeliverable Service

U.1

by D3

not OK by D3

U.2

Any 1st Full Submission made later than D3.

U.3

Any submission notified not as a Quality Submission after 2nd Quality Review regardless of moment in time.

U.4

Any other situation not covered in any of the above cases resulting in unsuitable Deliverables.

18.Penalties for Late Deliveries

Penalties for Contractor’s Late Deliveries are intended to share the pain between the Company and the Contractor as much as reasonably possible. The following table classifies Penalties for Contractor’s Late Deliveries by their amount and type:

Type of Late Delivery

Contractor subscribed to a Free Plan, then Contractor’s Margin reduced to:

Contractor subscribed to a Paid Plan, then Contractor’s Margin reduced to:

Discount offered to Customer in compensation for Late Delivery

Late Delivery Type A

40%

50%

None

Late Delivery Type B

20%

30%

None

Late Delivery Type C

10%

20%

Yes

Undeliverable Service

0%

0%

Service Cancelled and Refund issued to Customer

Contractor’s margin reduction will be applied to Contractor irrespective of any other particular circumstances of the Contractor such as the “Knight Category”.

19.Arbitration Agreement and Class Action Waiver

The Company and Contractor mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This Agreement requires the arbitration of any claims that the Company or Contractor may have against the other or against any of their:

  • officers, directors, employees, or agents in their capacity as such or otherwise,
  • direct or indirect parents and subsidiaries, and
  • affiliates, agents, successors or assigns,

each and all of which may enforce this Agreement as direct or third-party beneficiaries.

This arbitration agreement is governed by the UK Law and applies to any and all claims or controversies, past, present or future, arising out of or relating to the Agreement, this arbitration agreement, Contractor’s classification as an independent contractor, Contractor’s provision of services, Contractor’s use of the website, any payments made to Contractor or arising out of or relating to the acceptance or performance of services arranged through the website, the termination of this Agreement, and all other aspects of a Contractor’s relationship (or the termination of its relationship) with the Company, whether arising under national, state or local statutory and/or common law. Contractor and the Company agree that the mutual obligations to arbitrate disputes provide adequate consideration for this arbitration agreement.

If either party initiates arbitration, the initiating party must notify the other party in writing via Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought.

Any demand for arbitration by Contractor must be delivered to the Company at 16A Colnbrook Street, London, SE1 6EZ. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

20.Class and Collective Action Waivers.

The Company and Contractor mutually agree that by entering into this Agreement to arbitrate, both waive their right to have any dispute or claim brought, heard, or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”).

Notwithstanding any other clause contained in this arbitration agreement, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

 The Class Action Waiver will be severable from this Arbitration Agreement in any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim which affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this Agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator

The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the UK law, as is applicable.

The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.

Either The Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of this Agreement and the Contractor Terms of Use and/or after Contractor ceases any assignment and/or relationship with the Company. This arbitration agreement will also continue to apply notwithstanding any change in Contractor’s responsibilities, position, or title, or if Contractor transfers companies. Notwithstanding any contrary language, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Contractor and an authorized representative of the Company.

21.Notices.

All notices and other communications shall be in writing or by email, and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, (ii) with delivery by certified or registered mail, three (3) days after being deposited in the UK Mail, postage prepaid, or (iii) with delivery by email, when sent and receipt has been confirmed, each notice addressed to the contact information provided on the Company website.

22.Limitation of Liability

Company’s aggregate liability to Contractor for claims relating to this agreement, whether in contract or tort, will be limited to the total fees paid for assignments completed by contractor for the most recent six (6) months of the term of this services agreement or £200, whichever is less. Neither party will be liable to the other for any indirect, punitive, special, incidental, or consequential damages in connection with or arising out of this agreement, including loss of business, revenue, profits, use, data, or other economic advantage, however it arises, whether in contract or tort, even if the party has been previously advised of the possibility of such damage.

23.Allocation of Risk

Company and Contractor acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk that these limitations constitute an integral part of this Agreement, and that absent these limitations the parties would not have executed this Agreement. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

24.Miscellaneous

Any breach of Section 4 or 5 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. To the extent that there is a conflict between this Agreement and the Terms of Service, this Agreement shall govern.

25.Successors and Assigns

This Agreement shall be binding upon Contractor and inure to the benefit of the Company and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of the Company are sold or transferred. Contractor shall not be entitled to assign this Agreement or any of Contractor’s rights or obligations hereunder.

26.Severability

If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

27.Waivers

No delay or omission by either party in exercising any right, power or privilege shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or exercising any other right, power, or privilege.

28.Headings

The headings and captions in this Agreement are included solely for convenience of reference and will not control the meaning and interpretation of any provision of this Agreement.

29.No Strict Construction

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

30.Governing Law

This Agreement will in all respects be governed by the laws of the United Kingdom without reference to its principles of conflicts of laws, provided, however, that any Claims made by any Contractor located within the United Kingdom will be governed by the law of England in which the Company resides.

31.Amendment

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

32.Entire Agreement

This Agreement and the Terms of Use contain the entire agreement between the parties concerning the subject matter hereof and as of the Effective Date and supersedes any contract, severance, confidentiality, or invention assignment agreement between the parties hereto, provided, however, that the Company reserves and shall retain all rights and remedies it may have against Contractor with respect to any breach on or before the Effective Date of any prior agreements.

33.Signature

This Agreement may be signed and is enforceable by electronic signature, click box acceptance and facsimile.

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