These terms and conditions (collectively the “Terms”), together with the Privacy Policy, govern your access and use of the Work Simplr site (the “Site”) and related services (collectively, the “Services”), including any content, functionality, subscriptions, and services offered on or through the Site and the Services. The Work Simplr Site is a marketplace where companies in need of workers (“Companies”) and students looking for work (“Students”) can connect, advertise, and transact. Subject to these Terms of Service, which include the Privacy Policy located here [INSERT LINK], Work Simplr provides the Services to visitors to our website or users of our Services (collectively, a “User”).

By accessing, browsing or using the Services you acknowledge that you have read, understood and agreed to be bound and abide by the Terms.  If you do not agree to these Terms, you should not use or access this Site or the Services.

We may revise these Terms of Use from time to time. The changes will not be retroactive, and the most current version of the Terms of Use, which will always be located on the Site, will govern our relationship with you. We will try to notify you of material revisions; for example, via a service notification posted to the Site or an email to the email associated with your account. Your continued use of the Site constitutes your acceptance of any such revisions. You should periodically visit this page to review the current Terms.

You may use the Site and the Services only for noncommercial, personal use.

We grant you a personal, limited, non-transferable, non-exclusive license to access and use the the Services. We reserve the right, in our sole discretion and without notice to you, to revise the products and services available on the Services and to change, suspend or discontinue any feature of the Services. Your continued use of the the Services will constitute your acceptance of any such changes.

You may view, copy or print pages from the Services solely for personal, non-commercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from the Services without the express, prior, written consent of Work Simplr.

We specifically prohibit any use of the Services, for any of the following purposes:

You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Services. You may not take any action to interfere with, or disrupt, the Services or any other user's use of the Services. You may not frame portions of the Services within another web site.

You must be 18 years old or an emancipated minor, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms, in order to use the Services. In any case, you affirm that you are over the age of 13, as THE SITE AND THE SERVICES ARE NOT INTENDED FOR CHILDREN UNDER 13.

In order to access certain services on the Services, you will be required to register for an account (an “Account”). To be eligible to register for an Account or use the Services, you must be (a) an employee or agent of and authorized to act for a business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity) or (b) an individual 18 years of age or older who can form legally binding contracts and is currently enrolled in an accredited undergraduate or graduate degree program, or “bootcamp”, or (c) have explicit written approval from Work Simplr. To register for an Account, you will be required to provide specific information, such as your name, email address, and other information.

You may also be asked to create a user identification name (“User ID”) and a password, and to submit certain information to complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. Any information that may be used to identify you individually will be maintained by us in accordance with our Privacy Policy, which we strongly recommend that you read.

You, however, are solely responsible for the security of your User ID and password and will be solely liable for any activity that occurs under your User ID and password, whether or not authorized by you. You agree to notify us immediately of any unauthorized access to or use of your User ID or password or any other breach of security by contacting us using the information in the Contact Us [LINK] section below.

You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Services, and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. We reserve the right to revoke any Account or access to Services without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

We have the right to disable any User ID, password, or Account, and/or refuse to provide Services, to anyone, at any time, in our sole discretion, for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

COMPANY ACCOUNT You can register for an Account as a Company, under which you can post projects (“Projects) and reach out to Students.

JOBSEEKER ACCOUNT You can register for an Account as a Student under which you can apply for and accept Projects.

In either case, you acknowledge, agree, and understand that Work Simplr is not a party to the relationship or any dealings between Company and Student. You are solely responsible for assessing whether to enter into an engagement with another User and for verifying any information about another User. A Student is solely responsible for determining which Projects to accept and the time, place, manner, and means of providing any project work, and the Company is solely responsible for determining the suitability of Students for Project (such as any interviews, vetting, background checks, or similar actions). You further acknowledge, agree, and understand that: (i) a Student is not an employee of Work Simplr and is not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance) (ii) Work Simplr is solely a platform, and does not, in any way, supervise, direct, or control any Student or or the services they provide (“Student Services”) and does not dictate the performance, methods, or process Student uses to perform services. Work Simplr will have no input into, or involvement in, and Company is solely responsible for, worker classification of Students and Users agree that Work Simplr has no involvement in and will have no liability arising from or relating to the classification of a Student generally or with regard to a particular Project.

Student acknowledges and agrees that Student is solely responsible (a) for all tax liability associated with payments received from Companies and through Work Simplr, and that Work Simplr will not withhold any taxes from payments to Student; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Student is not covered by or eligible for any insurance from Work Simplr; (c) for determining whether Student is required by applicable law to issue any particular invoices for the Student Services and for issuing any invoices so required; (d) for determining whether Student is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Student Services and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Work Simplr is required by applicable law to withhold any amount of payment to Student, notifying Work Simplr of any such requirement, and indemnifying Work Simplr for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).

You acknowledge and agree that the content, materials, text, images, videos, graphics, trademarks, logos, button icons, music, software and other elements available on the Site and the Services are the property of Work Simplr or our licensors and are protected by United States and international copyright, trademark and/or other intellectual property or proprietary rights and laws. These Terms permit you to use the Site and the Services for your personal, non-commercial use only. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify or create derivative works from any content or materials on the Site or the Services.

Work Simplr and the Work Simplr logo are registered trademarks of Work Simplr, Inc. All other trademarks names, product, services names, designs, and slogan are the property of their respective owners. All content is copyrighted by Work Simplr, Inc. All rights reserved. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Site or the Services. All rights not granted under these Terms are reserved by Work Simplr.

If you submit an unsolicited idea to us via the Site, Services or otherwise, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Work Simplr to utilize your idea, you hereby grant Work Simplr an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you. 

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Work Simplr will collect the fees from Company for Student Services performed by Student in accordance with the Project description on the Site, or as otherwise confirmed by email (the “Fees”). Work Simplr will invoice Company, and Company will pay such invoice ten days from the date of invoice or from the acceptance of a Student to a project, whichever comes first.

All payments will be made electronically via credit card, bank wire, ACH transfer, or PayPal. Late payments will result in an interest charge of one and a half percent (1.5%) per month on overdue amounts. Additionally, Company will pay or reimburse Work Simplr’s costs of collection for overdue amounts (including, without limitation, any attorneys’ fees). Work Simplr reserves the right to withdraw all amounts due on the due date if Company selects ACH or credit card as its payment method. Company agrees to maintain an up to date payment method, and hereby authorizes Work Simplr to charge the Company’s designated payment method for amounts due.

NON-PAYMENT If Company fails to pay the Fees or any other amounts when due, Work Simplr will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Company will be deemed to be in default on the earliest occurrence of any of the following: (a) Company fails to pay the Fees when due, (b) Company fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Company fails to pay an invoice issued to the Company by Work Simplr within the time period agreed or, if none, within 30 days, (d) Company initiates a chargeback with a bank or other financial institution resulting in a charge made by Work Simplr for Fees or such other amount due being reversed to the Company, or (e) Company takes other actions or fails to take any action that results in a negative or past-due balance on the Company’s account.

If Company is in default, Work Simplr may, without notice, temporarily or permanently close Company’s Account and revoke Company’s access to the Services. However, Company will remain responsible for any amounts that accrue on any open Projects.

Work Simplr, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Company or held by Work Simplr for Company, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

NO RETURN OF FUNDS Company acknowledges and agrees that Work Simplr will charge Company’s designated Payment Method for the Fees when payment is due, and that once Work Simplr charges or debits the Company’s designated payment method for any Fees, the charge or debit is non-refundable, except as otherwise required by applicable law.

During the term of this Agreement and for six (6) months thereafter, Company will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding the Student Services hereunder) any Student who Company is introduced to by Work Simplr in connection with this Agreement. Company also agrees that it will not refer such Student directly or indirectly to any related parties or affiliates including without limitation subsidiaries, parent companies, partnerships, holdings or investors related to Company in any form without processing such request through Work Simplr’s client intake processes. Company also agrees that it will not induce any such Student to recruit or refer talent of any kind to Company or third parties nor will Company cooperate with any efforts of such Student to do the same.

Notwithstanding the foregoing, subject to Company’s prior written notice to Work Simplr, and full payment of the Platform Buyout Fee (defined below), Client may, at any time during or after the term of this Agreement, opt to directly engage or employ any Student.

With respect to each Company-Hired Student (defined below), Company will, within three (3) days of hiring or engaging such Student, pay Work Simplr the “Platform Buyout Fee” of five thousand dollars ($US5,000) representing a reasonable estimate of Work Simplr’s expenses incurred to source, recruit, screen, train and replace each Company-Hired Student, and otherwise operate its business with respect to such replacement Student. The Platform Buyout Fee is mutually agreed not to be a penalty or constraint upon the commercial activities or prospective employment of Company or Student, only reasonable compensation for Work Simplr’s lost commercial investment in its Service in originally sourcing Company- Hired Talent.

"Company-Hired Student" means a Student who meets both of the following two criteria: (1) the Student is introduced to Company by Work Simplr and/or the Student provides or agrees to provide Work to Company, and (2) Student is hired as an employee of or otherwise engaged directly or indirectly by Company either (i) during the period of time of such Student’s work for Client under or in connection with this Agreement and twelve (12) months thereafter or (ii) within twelve (12) months of the date such Student is first introduced by Work Simplr to Company if Company elects not to engage such Student under or in connection with this Agreement.

You assume all responsibility and risk with respect to your use of the Site or the Services. THE SITE, THE SERVICES, ALL CONTENT, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THIS SITE OR THE SERVICES OR A “LINKED” SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPECIFICALLY, BUT WITHOUT LIMITATION, Work Simplr DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE OR THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

Work Simplr makes no warranties of any kind regarding any third party sites to which you may be directed or hyperlinked from this Site or the Services. Hyperlinks are included solely for your convenience, and Work Simplr makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non-Work Simplr sites. Work Simplr does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Site or the Services.

You will indemnify, defend, and hold harmless Work Simplr, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of: (a) the use of the Services by you or your agents, including any payment obligations or default incurred through use of the Services; (b) any Project entered into by you or your agents, including, but not limited to, the classification of a Student as an independent contractor; the classification of Work Simplr as an employer or joint employer of Student; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WORK SIMPLR, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR THE SERVICES BE LIABLE TO ANY USER OF THE SITE OR THE SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT OR TORT (NEGLIGENCE), EVEN IF WORK SIMPLR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF WORK SIMPLR, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR THE SERVICES TO YOU FOR ANY DIRECT DAMAGES, EXCEED THE AMOUNT YOU PAID TO WORK SIMPLR IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY. 

The failure of Work Simplr to partially or fully exercise any rights or the waiver of Work Simplr of any breach of these Terms by you shall not prevent a subsequent exercise of such right by Work Simplr or be deemed a waiver by Work Simplr of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Work Simplr under these Terms and any other applicable agreement between you and Work Simplr shall be cumulative, and the exercise of any such right or remedy shall not limit Work Simplr’s right to exercise any other right or remedy.

All matters related to the Site, the Services and these Terms shall be governed and constructed in accordance with the laws of the State of Colorado without regard to conflict of laws provisions.

Any dispute relating in any way to your visit to, or use of, the Site or the Services, to the products you purchase through the Site or the Services (including a subscription), or to your relationship to Work Simplr ("Claims") shall be exclusively submitted to confidential and binding arbitration in Colorado, including based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Colorado. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Work Simplr agree in writing, and the arbitrator shall apply Colorado law consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

We may update the content on the Site and the Services from time to time. In addition, Work Simplr reserves the right to revise these Terms at any time by updating this posting; provided any material modifications will only be applied prospectively. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. We will try to notify you of material revisions; for example, via a service notification posted to the Site or an email to the email associated with your account. However, you are encouraged to review these Terms each time you use the Site or the Services and prior to purchasing any service that is available through this Site or the Services. Your continued use of the Site or the Services after the posting of changes will constitute your acceptance of and agreement with such changes. 

This Site and the Services are operated by Work Simplr Inc. All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to signup@upskls.com