Section 1: Introduction
1.1 Overview
Welcome to Proprompter, a dynamic digital marketplace located at Proprompter.com, designed to connect talented freelancers with clients seeking specialized services. Our platform facilitates a broad spectrum of professional interactions, ranging from short-term tasks to long-term projects, across various fields and industries.
1.2 Purpose
The primary purpose of Proprompter is to provide a user-friendly, efficient, and secure environment where freelancers can offer their skills and services, and clients can find and engage the expertise they require for their projects. We strive to foster a community built on trust, professionalism, and mutual respect.
1.3 Definitions
- “Platform” refers to the Proprompter website, located at Proprompter.com, and any associated services, tools, or applications.
- “User”, “You”, or “Your” refers to any individual or entity that registers an account and uses the services offered by Proprompter, including both freelancers and clients.
- “Freelancer” refers to a registered user who offers and delivers services through the Platform.
- “Client” refers to a registered user who seeks and purchases services from Freelancers via the Platform.
- “Services” encompasses all tasks, work, projects, or other services that are offered, contracted, and delivered by Freelancers to Clients through the Platform.
1.4 Acceptance of Terms
By accessing or using the Proprompter platform, you agree to comply with and be bound by these Terms of Use, effective as of November 17, 2023. These terms govern your access to and use of the Proprompter platform and services, and constitute a binding legal agreement between you and Proprompter. If you do not agree to these terms, you must not access or use the platform.
1.5 Jurisdiction and Governing Law
The Terms of Use are governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law principles. Any disputes arising under or related to these Terms will be resolved in the state or federal courts located in California, and you consent to the exclusive jurisdiction of such courts.
Section 2: Acceptance of Terms
2.1 Agreement to Terms
By accessing, browsing, or using the Proprompter platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you are using the platform on behalf of an organization or entity, you are agreeing to these Terms on behalf of that organization or entity, and you represent and warrant that you have the authority to bind that organization or entity to these Terms.
2.2 Eligibility
To access or use Proprompter, you must have the legal capacity to enter into a binding contract. This typically requires that you are at least 18 years of age. If you are under 18, you may use Proprompter only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. By using Proprompter, you represent and warrant that you meet these eligibility requirements.
2.3 Compliance with Laws
Your access to and use of Proprompter must be in compliance with all applicable federal, state, local, and international laws and regulations. By using the platform, you agree not to violate any such laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements.
2.4 Modification of Terms
Proprompter reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our platform after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Proprompter.
2.5 Electronic Communications
By using Proprompter, you consent to receiving electronic communications from us. These may include notices about your account, information concerning or related to our service, such as feature changes, and updates to our Terms of Use, Privacy Policy, or other legal agreements.
Section 3: User Accounts
3.1 Account Creation and Registration
To access and use certain features of the Proprompter platform, you must create an account. When registering for an account, you agree to:
- Provide accurate, complete, and up-to-date information.
- Maintain the confidentiality of your account information, including your password.
- Promptly update your account information if any changes occur.
Failure to comply with these requirements may result in the suspension or termination of your account.
3.2 Responsibility for Account Activities
You are solely responsible for all activities that occur under your account, whether or not you have authorized such activities. This responsibility includes maintaining the security and confidentiality of your account credentials. Proprompter is not liable for any loss or damage arising from your failure to comply with this obligation.
In the event of unauthorized use of your account or any other security breach, you must immediately notify Proprompter. We will work with you to address the issue, but we will not be liable for any loss or damage resulting from unauthorized access to your account.
3.3 Account Security
We take reasonable measures to protect the security of your account, but we cannot guarantee absolute security. Your account security is also dependent on your efforts to protect your account credentials and personal information.
3.4 Prohibited Use of Accounts
Your account on Proprompter is for your personal or business use only. You may not impersonate someone else, create an account for anyone other than yourself (without permission), or use another user’s account without their permission.
3.5 Account Termination and Suspension
Proprompter reserves the right to suspend or terminate your account at any time, without notice or liability, for any reason, including but not limited to breach of these Terms of Use, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, or if we suspect that you have engaged in fraudulent or illegal activities.
Upon any termination or suspension, your right to access and use the Proprompter platform will immediately cease, and we may delete or deactivate your account and all related information and files in your account.
Section 4: Use of the Platform
4.1 Scope of Service
Proprompter provides an online marketplace that enables registered users (“Freelancers”) to offer and deliver their services (“Services”) to other registered users seeking such services (“Clients”). The Platform facilitates these interactions by providing tools for communication, project management, and payment processing.
4.2 Acceptable Use
You agree to use the Proprompter platform only for lawful purposes and in a manner consistent with the intended purpose of the platform. Prohibited activities include, but are not limited to:
- Engaging in illegal or fraudulent activities.
- Infringing on the intellectual property rights of others.
- Posting or transmitting harmful or obscene material.
- Attempting to gain unauthorized access to other user accounts.
- Interfering with or disrupting the platform’s functionality.
4.3 User Content
You are responsible for any content you create, upload, post, or otherwise make available on the platform (“User Content”). You warrant that you have the right to use and share such content and that it does not violate any laws or rights of third parties, including copyright and privacy rights.
Proprompter does not claim ownership of User Content but requires a license to use such content to the extent necessary to operate and provide the platform’s services.
4.4 Intellectual Property Rights
Unless otherwise agreed upon in writing, the intellectual property rights in any work product created by a Freelancer as part of the Services provided to a Client shall belong to the Client upon the Freelancer receiving full payment for the relevant service.
4.5 Platform Modifications and Availability
Proprompter reserves the right at any time to modify or discontinue, temporarily or permanently, the platform (or any part thereof) with or without notice. You agree that Proprompter shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the service.
4.6 Third-Party Links and Services
The platform may contain links to third-party websites or services that are not owned or controlled by Proprompter. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Proprompter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.
Section 5: Fees, Payments, and Financial Terms
5.1 Fee Structure
Proprompter charges fees for the use of its platform and services. The specific fee structure, including any commissions, service fees, or transaction fees, will be clearly outlined on the platform and may be updated from time to time. It is your responsibility to stay informed about the current fee structure.
5.2 Payment Processing
Proprompter uses third-party payment processing services to handle financial transactions on the platform. By using these services, you agree to be bound by their respective terms of service and privacy policies.
5.3 Freelancer Payments
Upon completion of a service, Clients are required to make payment as per the agreed terms. Payments will be processed and, after deducting applicable fees, disbursed to the Freelancer’s account on the platform. Freelancers are responsible for withdrawing or transferring their earnings from their Proprompter account in accordance with the platform’s procedures.
5.4 Client Obligations
Clients are responsible for paying for the services they contract on the platform. This includes providing necessary payment information and ensuring sufficient funds for payment processing. Failure to make timely payments may result in suspension of services and access to the platform.
5.5 Refunds and Cancellations
Refund and cancellation policies will be explicitly stated on the platform. Both Freelancers and Clients must adhere to these policies. Disputes regarding refunds and cancellations will be resolved in accordance with the platform’s dispute resolution procedures.
5.6 Taxes
Users are responsible for determining and paying any taxes associated with the services they provide or purchase through Proprompter. The platform does not withhold taxes on behalf of users and it is the users’ responsibility to comply with all tax regulations and reporting obligations.
5.7 Dispute Resolution for Payments
In the event of a dispute related to payment for services rendered, Proprompter offers a dispute resolution process. This process is designed to ensure fairness and transparency to both parties involved. Users agree to participate in good faith in this process when necessary.
Section 6: Relationship of Parties
6.1 Independent Contractor Status
Users of the Proprompter platform, specifically Freelancers, are independent contractors and not employees, agents, joint venturers, or partners of Proprompter. Nothing in these Terms of Use shall be interpreted or construed as creating or establishing the relationship of employer and employee between Proprompter and either the Users or the Freelancers.
6.2 No Agency
Freelancers acknowledge and agree that they are acting exclusively on their own behalf and for their own benefit, and not on behalf of or for the benefit of Proprompter. Proprompter does not control, and has no right to control, the professional activities of the Freelancers.
6.3 Tax Responsibilities
As independent contractors, Freelancers are solely responsible for determining their own tax obligations and for paying all federal, state, and local taxes, levies, fees, and any other charges related to their earnings from the Proprompter platform. Proprompter does not provide tax advice and does not withhold or manage taxes on behalf of any User or Freelancer.
6.4 Clients’ Role
Clients engage Freelancers at their own discretion. The role of Proprompter is limited to facilitating the availability of the platform and services. Proprompter does not supervise, direct, or control a Freelancer’s work or Services performed in any manner. Clients are responsible for defining the terms of work, negotiating contracts, and managing, directing, and paying for the Freelancer’s services.
6.5 Liability and Indemnification
Users agree to indemnify and hold harmless Proprompter, its affiliates, and its respective officers, directors, agents, and employees from any claim or demand made by any third party due to or arising out of the Users’ use of the platform, breach of these Terms of Use, or violation of any law or the rights of a third party.
Section 7: Confidentiality
7.1 Confidential Information
Confidential Information refers to any data or information, oral or written, treated as confidential that a user of Proprompter (either a Freelancer or a Client) learns or obtains in connection with the use of the platform or in the course of providing or receiving services. This includes, but is not limited to, business and marketing plans, technology and technical information, business processes, and client data.
7.2 Obligation of Confidentiality
Users of Proprompter agree to:
- Maintain the confidentiality of all Confidential Information.
- Not disclose such Confidential Information to any third party without the prior written consent of the party that owns the Confidential Information.
- Use the Confidential Information solely for the purpose of fulfilling their obligations or exercising their rights under the agreement facilitated by the Proprompter platform.
7.3 Exclusions from Confidential Information
The obligations and restrictions set forth in this section do not apply to information that:
- Is or becomes publicly known through no fault of the receiving party.
- Is already known by the receiving party at the time of disclosure.
- Is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
- Is lawfully received from a third party not subject to a duty of confidentiality.
7.4 Return or Destruction of Confidential Information
Upon the termination of the services or at the request of the disclosing party, the receiving party shall return or destroy (as directed by the disclosing party) all copies of the Confidential Information, except as required to comply with any applicable legal or accounting recordkeeping requirement.
7.5 Breach of Confidentiality
Any unauthorized use or disclosure of Confidential Information is a breach of these Terms of Use and may result in legal action, in addition to the immediate termination of the User’s account. Users agree to notify Proprompter immediately if they become aware of any such breach.
Section 8: Dispute Resolution
8.1 Scope of Dispute Resolution
The dispute resolution process outlined in this section applies to any disagreements or disputes that arise between users (Freelancers and Clients) in relation to the services facilitated by the Proprompter platform.
8.2 Initial Resolution Efforts
Users are encouraged to resolve any disputes among themselves in the first instance. Proprompter provides tools and features on the platform that facilitate communication and negotiation to assist in this process.
8.3 Involvement of Proprompter
If users are unable to resolve a dispute independently, they may request assistance from Proprompter. Upon receiving such a request, Proprompter may, at its discretion, provide mediation services to facilitate a resolution. The decision to provide such mediation services shall be at Proprompter’s sole discretion.
8.4 Formal Dispute Resolution
In cases where disputes cannot be resolved through the initial efforts or mediation:
- Users agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association according to rules and regulations for mediation in California.
- The arbitration shall take place online, and the decision of the arbitrator shall be final and binding upon the parties.
- The prevailing party in any arbitration or legal proceedings shall be entitled to recover its legal fees and costs.
8.5 Exceptions to Arbitration
Disputes relating to intellectual property rights, or where injunctive relief is sought, are not subject to arbitration and may be adjudicated in the state or federal courts located in California.
8.6 No Class Actions
Users agree that any disputes will be resolved on an individual basis, and not in a class, consolidated, or representative action. If for any reason a dispute proceeds in court rather than in arbitration, the users waive any right to a jury trial.
Section 9: Termination and Suspension of Accounts
9.1 Right to Terminate or Suspend
Proprompter reserves the right, at its sole discretion, to temporarily suspend or permanently terminate your account and access to the platform for any reason, including but not limited to:
- Breach of these Terms of Use.
- Conduct that Proprompter believes is harmful to other users of the platform or the business of Proprompter or third parties.
- Prolonged inactivity of the account.
9.2 Notice of Termination or Suspension
Except as otherwise required by law, Proprompter will endeavor to provide you with notice of any suspension or termination of your account. However, Proprompter reserves the right to terminate or suspend your account without notice, as required by law or in circumstances where notice would be impractical or unnecessary.
9.3 Effect of Termination or Suspension
Upon suspension or termination of your account:
- You lose access to and will be unable to use the platform.
- Any outstanding or pending transactions will be canceled.
- Your profile and any content you have posted may be deleted.
9.4 User’s Right to Terminate
You have the right to terminate your account at any time by following the account termination process provided on the Proprompter platform. Termination of your account will not affect your obligation to complete any transactions that were initiated prior to termination, nor will it relieve you of any outstanding payment obligations.
9.5 Survival
Termination or suspension of your account does not affect your or Proprompter’s rights and obligations that have accrued up to the time of termination or suspension. Sections of these Terms of Use that, either explicitly or by their nature, must remain in effect even after termination of the Terms of Use, shall survive termination.
Section 10: Modifications to Terms of Use
10.1 Right to Modify Terms
Proprompter reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use at any time. It is your responsibility to check these Terms of Use periodically for changes.
10.2 Notice of Modifications
Whenever significant changes are made to the Terms of Use, we will make reasonable efforts to notify you through the platform or via email. Such notifications will include a summary of the main changes and the effective date of the updated terms.
10.3 Acceptance of Revised Terms
Your continued use of the Proprompter platform following the posting of changes will mean that you accept and agree to the changes. As such, frequent review of the Terms of Use and any updates is strongly recommended.
10.4 Effective Date of Changes
Any changes to these Terms of Use will be effective immediately upon posting for new users of the platform. For existing users, changes will become effective 30 days after posting, unless stated otherwise.
10.5 Historical Versions
Previous versions of these Terms of Use will be archived and made available upon request. Users may contact Proprompter’s support to access historical versions.
Section 11: Limitation of Liability and Disclaimer of Warranties
11.1 Disclaimer of Warranties
Proprompter provides its platform and services on an “as is” and “as available” basis without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Proprompter does not warrant that the platform will be uninterrupted, error-free, or completely secure.
11.2 Limitation of Liability
To the fullest extent permitted by applicable law, Proprompter, its affiliates, officers, directors, employees, agents, suppliers, or licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:
- Your access to or use of or inability to access or use the platform.
- Any conduct or content of any third party on the platform.
- Unauthorized access, use, or alteration of your transmissions or content.
- Any content obtained from the platform.
11.3 Cap on Liability
In no event will Proprompter’s total liability arising out of or in connection with these Terms or from the use of or inability to use the platform or services exceed the amounts you have paid to Proprompter for use of the platform or services or one hundred dollars ($100), if you have not had any payment obligations to Proprompter, as applicable.
11.4 Jurisdictional Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
11.5 Basis of the Bargain
The limitations of liability set forth in this section shall apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and regardless of whether damages were foreseeable. These limitations of liability are fundamental elements of the basis of the bargain between Proprompter and you.
Section 12: Indemnification
12.1 User’s Agreement to Indemnify
You agree to indemnify, defend, and hold harmless Proprompter, its affiliates, officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the platform from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the platform using your account.
12.2 Scope of Indemnification
This indemnification obligation covers claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:
- Your use of and access to the Proprompter platform, including any data or content transmitted or received by you.
- Your violation of any term of these Terms of Use, including without limitation, your breach of any of the representations and warranties above.
- Your violation of any third-party right, including without limitation any right of privacy, publicity rights, or Intellectual Property Rights.
- Your violation of any applicable law, rule, or regulation.
- Any other party’s access and use of the platform with your unique username, password, or other appropriate security code.
12.3 Defense and Control of Claims
Proprompter reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Proprompter, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Proprompter. Proprompter will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Section 13: General Provisions
13.1 Governing Law
These Terms of Use and your use of the Proprompter platform are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
13.2 Jurisdiction
You agree that any legal action or proceeding between you and Proprompter related to these Terms of Use shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California, USA.
13.3 Severability
If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while maintaining the spirit of the provision as closely as possible, and the remaining provisions of these Terms of Use shall continue in full force and effect.
13.4 No Waiver
The failure of Proprompter to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by Proprompter.
13.5 Assignment
You may not assign your rights or obligations under these Terms of Use without the prior written consent of Proprompter. Proprompter may assign its rights and obligations under these Terms of Use in its sole discretion.
13.6 Entire Agreement
These Terms of Use constitute the entire agreement between you and Proprompter concerning the subject matter herein and supersedes all prior and contemporaneous communications and proposals, whether electronic, oral, or written, between the user and Proprompter.
13.7 Notices
Any notices or other communications provided by Proprompter under these Terms of Use, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
13.8 Headings
The headings in these Terms of Use are for convenience only and have no legal or contractual effect.
If you have questions regarding the terms of use as stated herein, please contact us.