myMRPlace

User Agreement

This is a USER AGREEMENT hereinafter ("Agreement") entered

BY AND BETWEEN

"myMRPlace", with their office address at- Survey No 44/2/1, The West Wing, B 602, Mumbai Bangalore Highway, Near Sus Bridge, Opp. Pashankar Auto, Baner, Pune 411045.

AND

the undersigned hereinafter the "Service Provider", Client, Buyer or any other myMRPlace website User.

Whereas, "myMRPlace", is a company involved in Market Research Projects.

Whereas, "Service Provider" is any individual/company/organization/ institute with an expertise in the market research in the required field and required domain in a required jurisdiction as per "myMRPlace's" Client requirement.

Whereas, "Client"/ "Buyer" is any individual/company/organization/ institute who approaches myMRPlace with a requirement for specific Services.

Whereas, the purpose of this "Agreement" is to establish the terms and conditions for engaging Service Providers to fulfill the requirement of Clients/Buyers for specific services using the "myMRPlace" platform, and extends to Users of the website.

Whereas, "myMRPlace", "Service Providers" and "Client/Buyer" are referred to as "Party", individually and jointly referred to as “Parties”.

Whereas, any words used hereinafter like "you", "yours", or "User" shall refer to the "Service Provider", "Client" its representatives/ agency/ sub-contractors or individuals associated and affiliated with respective parties and site "Users" and; the words "we", "ours", "us" refers to "myMRPlace", its affiliates/ associates/ staff personnel.

This Agreement includes and hereby incorporates by reference the following important agreements as they may be in effect and modified from time to time: General Service contract terms, Fixed Price Escrow Instructions, NDA, and others as incorporated from time to time if any.

Therefore, in consideration of the mutual promises and covenants contained in this "Agreement", "myMRPlace", "Service Provider" and "Client/Buyer" or any "User" hereto enter into this "Agreement" as on the effective date as per the following terms and conditions:

IT IS MUTUALLY UNDERSTOOD AND AGREED THAT:

ENGAGEMENT OF SERVICES:

The "Service Provider" agrees to perform services for "myMRPlace" as follows: "myMRPlace" shall select "Service Provider" to perform services based upon the requirements received by "myMRPlace" from "myMRPlace's" Clients based upon "Service Provider's" personal portfolio as shared or provided to "myMRPlace".
The "Service Provider" agrees to perform the services in a purely contractual and professional manner.
"myMRPlace" shall not provide "Service Provider" with training or any equipment, labor, tools, or materials related to any Services.
"myMRPlace" shall not provide the premises at which "Service Provider" will perform the work. "Service Providers" are free to use subcontractors or employees to perform Services and may delegate work on fixed-price contracts for "Service Provider’s" subcontractor(s) or employee(s).
If a "Service Provider" uses subcontractors or employees, "Service Provider" further agrees and acknowledges that this paragraph along with the entire Agreement applies to MyMRPlace’s relationship, if any, with "Service Provider’s" subcontractors and employees as well and, "Service Provider" is solely responsible for "Service Provider’s" subcontractors and employees.
"Service Provider", acknowledges, understands, and agrees that myMRPlace will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between "Service Provider" and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions.

REGISTRATION

REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), or by clicking "Accept"/"Agree" the Terms of Service when prompted on the Site the "Service Provider"/User agrees to abide by this Agreement and the other Terms of Service. Site services includes reaching out by Email to new users to make them aware about the new projects. Replying to those emails and coming back to us with quotation will abide by usual site terms and conditions.
myMRPlace reserves the right to decline a registration to join myMRPlace or to add an Account type as a "Service Provider", for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
If an account is created as an employee or agent on behalf of a company, the "Service Provider" represents and warrants that he/she is authorized to enter into binding contracts, including the Terms of Service, on behalf of you and your company.

ACCOUNT ELIGIBILITY

myMRPlace offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) are a legal entity or, an individual 18 years of age or older who can form legally binding contracts.

ACCOUNT PROFILE

To register for an Account to join the Site, the "Service Provider"/Client/Buyer/User must complete a User profile (“Profile”), which the "Service Provider"/ Client/Buyer/User consents to be shown to other Users and, unless the "Service Provider"/ Client /Buyer /User changes the privacy settings, to public the "Service Provider"/User agrees to provide true, accurate, and complete information on the Profile and all registration and other forms accessed on the Site or provide to "myMrPlace" and to update your information to maintain its truthfulness, accuracy, and completeness.
Service Provider/ Client /Buyer /Users agree not to provide any false or misleading information about the identity or location, business, skills, or the services you provide and to correct any such information that is or becomes false or misleading.

ACCOUNT PERMISSIONS

The "Service provider" Client /Buyer /Users agrees not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, myMRPlace may close any or all related Accounts.
You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
You can register for an Account or add an Account type to use the Site and Site Services as a Service Provider (a “Service Provider”).
"myMRPlace" proposes to provide yet another type of Service Provider Account for Organisations i.e “Organisation Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account who shall be given different permissions to act on behalf of the Agency (each, an “Agency Member”).
Pertaining to clause 2.4.4, you acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

IDENTITY AND LOCATION VERIFICATION

When the "Service Provider" Client /Buyer /Users registers for an Account and from time to time thereafter, the Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on myMRPlace. You authorize myMRPlace, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law.

USERNAMES AND PASSWORDS

When the "Service Provider"/Client/ Buyer/ User registers for an Account, the "Service Provider"/ Client/ Buyer/ User will be asked to choose a username and password for the Account. The "Service Provider"/ Client/ Buyer/ User is entirely responsible for safeguarding and maintaining the confidentiality of the username and password and agree not to share the username or password with any person who is not authorized to use your Account.
The "Service Provider"/ Client/ Buyer/ User authorizes myMRPlace to assume that any person using the Site with the "Service Provider's"/Client's/ Buyer's/ User's username and password, either is the "Service Provider"/ Client/ Buyer/ User or is authorized to act for the "Service Provider"/ Client/ Buyer/ User. The "Service Provider"/ Client/ Buyer/ User agrees to notify myMRPlace immediately if the "Service Provider"/ Client/ Buyer/ User suspects or becomes aware of any unauthorized use of the Account or any unauthorized access to the password for any Account. The "Service Provider"/ Client/ Buyer/ User further agrees not to use the Account or log in with the username and password of another User of the Site if (a) the "Service Provider"/ Client/ Buyer/ User is not authorized to use either or (b) the use would violate the Terms of Service.
"myMRPlace" has created a ‘Super Admin’ functionality wherein "myMRPlace" can access any "Service Provider"/ Client/ Buyer/ User account and take user actions if need be. The functionality is created with user convenience in mind and "myMRPlace" might need to use this functionality time to time and take user actions. "myMRPlace" will not take any actions on financial decision such as awarding the projects or transferring the funds but other than that "myMRPlace" will be using the functionality time to time for user convenience.

RELATIONSHIP

RELATIONSHIP WITH MyMRPlace

MyMRPlace merely makes the Site and Site Services available to enable Service Providers and Clients to find and transact directly with each other. Through the Site and Site Services, Service Providers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Service Providers that may offer the services they seek; at all times, however, Users of the website in general are responsible for evaluating and determining the suitability of any Project, Client or Service Provider on their own. If Service Provider and Client decide to enter into a Service Contract, the Service Contract is directly between the Service Provider and Client and MyMRPlace is not a party to that Service Contract.
You acknowledge, agree, and understand that MyMRPlace is not a party to the relationship or any dealings between Client and Service Provider. Without limitation, Service Provider and Client are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Service Provider Services, or (e) paying for Service Contracts or Service Provider Services.
The Service Provider and Client further acknowledge, agree, and understand that they are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information. myMRPlace does not make any representations about or guarantee the truth or accuracy of any Service Provider’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Service Providers or Clients; and does not vet or otherwise perform background checks on Service Providers or Clients.
The Service Provider and Client acknowledge, agree, and understand that myMRPlace does not, in any way, supervise, direct, control, or evaluate Service Providers or their work and is not responsible for any Project, Project terms or Work Product. myMRPlace makes no representations about and does not guarantee, and you agree not to hold myMRPlace responsible for, the quality, safety, or legality of Service Provider Services; the qualifications, background, or identities of Users; the ability of Service Providers to deliver Service Provider Services; the ability of Clients to pay for Service Provider Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Service Provider to actually complete a transaction.
The Service Provider and Client also acknowledge, agree, and understand that Service Providers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Service Provider Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.
The Service Provider and Client further acknowledge, agree, and understand that: (i) you are not an employee of myMRPlace, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) myMRPlace will not have any liability or obligations under or related to Service Contracts and/or Service Provider Services for any acts or omissions by you or other Users; (iii) myMRPlace does not, in any way, supervise, direct, or control any Service Provider or Service Provider Services; does not impose quality standards or a deadline for completion of any Service Provider Services; and does not dictate the performance, methods or process Service Provider uses to perform services; (iv) Service Provider is free to determine when to perform Service Provider Services, including the days worked and time periods of work, and myMRPlace does not set or have any control over Service Provider’s pricing, work hours, work schedules, or work location; (v) myMRPlace on the request of "Service Provider" with additional fees charged, can provide guidance in determining the nature and amount of any compensation that may be charged by the Service Provider to the Client for a Project Proposal Quotation; (v) Service Provider will be paid at such times and amounts as agreed with a Client in a given Service Contract, and myMRPlace does not, in any way, provide or guarantee Service Provider a regular salary or any minimum, regular payment; (vi) myMRPlace 3.16does not provide Service Providers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) myMRPlace does not provide the premises at which Service Providers will perform the work. Service Providers are free to use subcontractors or employees to perform Service Provider Services and may delegate work on fixed-price contracts for Service Provider’s subcontractor(s) or employee(s). If a Service Provider uses subcontractors or employees, Service Provider further agrees and acknowledges that this paragraph applies to myMRPlace’s relationship, if any, with Service Provider’s subcontractors and employees as well and Service Provider is solely responsible for Service Provider’s subcontractors and employees. Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) myMRPlace is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of myMRPlace, and myMRPlace does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) it does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) myMRPlace does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) it does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) it does not provide the premises at which the Agency or Agency Members will perform the work; and (z) it makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfil any other obligations to Agency Members, and myMRPlace disclaims any and all liability relating thereto. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so. However, Service Providers/Agency or Organisation should not get in touch with clients introduced by myMRPlace without express consent of myMRPlace. The same applies to clients.

TAXES AND BENEFITS

Service Provider acknowledges and agrees that Service Provider is solely responsible (a) for all tax liability associated with payments received from Service Provider’s Clients and through myMRPlace, and that myMRPlace will not withhold any taxes from payments to Service Provider; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Service Provider is not covered 4.1by or eligible for any insurance from myMRPlace; (c) for determining whether Service Provider is required by applicable law to issue any particular invoices for the Service Provider Fees and for issuing any invoices so required; (d) for determining whether Service Provider 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 Service Provider Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; (e) if outside of India, for determining if myMRPlace is required by applicable law to withhold any amount of the Service Provider Fees and for notifying myMRPlace of any such requirement and indemnifying myMRPlace for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest); and (f) If myMRPlace provides facility to specify tax while giving a project bid to Service Provider, it is Service Provider’s sole responsibility to determine the appropriate tax. Similarly, Client agrees to pay the amount specified by Service Provider and cannot hold any taxes such as withholding tax etc without obtaining Service Provider consent. The Client is responsible to bear all the tax liabilities resulting in their own country.
In the event of an audit of myMRPlace, Service Provider agrees to promptly cooperate with myMRPlace and provide copies of Service Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Service Provider is engaging in an independent business as represented to myMRPlace.

MARKETPLACE FEEDBACK AND USER CONTENT

The Client and Service Provider hereby acknowledge and agree that they publish and request myMRPlace to publish on their behalf information on the Site, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Service Providers or Clients voluntarily submit to myMRPlace and does not constitute and will not be construed as an introduction, endorsement, or recommendation by myMRPlace; myMRPlace provides such information solely for the convenience of all Users of myMRPlace Platform.
The Client and Service Provider acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that myMRPlace post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. The Client and Service Provider acknowledge and agree that feedback results for you, wherever referenced, and other User Content highlighted by myMRPlace on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users.
The Client and Service Provider further acknowledge and agree that myMRPlace will make Composite Information available to other Users, including composite or compiled feedback. myMRPlace provides its feedback system as a means through which Users can share their opinions of other Users publicly, and myMRPlace does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the 5.3business advertised in the Profile and not to any individual person.
The Client and Service Provider agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. "myMRPlace" makes reasonable effort to ensure the accuracy of user content however "myMRPlace" cannot be held liable for any user content accuracy.
The Client and Service Provider are solely responsible for the User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. myMRPlace is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, myMRPlace reserves the right (but is under no obligation) to remove posted feedback or information that, in the service provider’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of myMRPlace.
The Client and Service Provider acknowledge and agree that you will notify myMRPlace of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, myMRPlace may rely on the accuracy of such information.

CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND SERVICE PROVIDER

SERVICE CONTRACTS

If a Client and Service Provider decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Service Provider. Client and Service Provider have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. The Client and Service Provider acknowledge, agree, and understand that myMRPlace is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between myMRPlace and any Service Provider or a partnership or joint venture between myMRPlace and any User.
The Clients and Service Providers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand myMRPlace’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. Both Client and Service Provider should keep myMRPlace administration informed about any such agreement and abide to share the copies of the contract if any.
The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. myMRPlace does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. myMRPlace expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

DISPUTES AMONG USERS

The Client and Service Provider agree to abide by the dispute process for disputes arising between them by the process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that myMRPlace will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
If Service Provider or Client intends to obtain an order from any arbitrator or any court that might direct myMRPlace, myMRPlace Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting myMRPlace or myMRPlace Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
"myMRPlace" should not be made a party to any legal dispute between the Client and the Service Provider. If Service Provider or any User decides to make "myMRPlace" a party to any such disputes then, "myMRPlace" will charge all the necessary legal fees(without any limit) to the party that brings "myMRPlace" into the dispute process. This shall be applicable in any Jurisdiction whatsoever.

CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND SERVICE PROVIDER

"myMRPlace" shall deduct its compensation from the payment given by Client if project is commissioned through the process on myMRPlace website. If the payment is done directly from Client to "Service Provider", the "Service Provider" agrees to pay full amount of myMRPlace compensation fee in a single transaction regardless of the percentage of project value that the "Service Provider" has received from Client.
MyMRPlace will levy an additional 50 to 100 USD bank transfer charges to the "Service Provider" whenever a wire transfer process is involved outside myMRPlace website. When paying through myMRPlace website the Client agrees on paying the transfer charges as well as Escrow fees as applicable. Details of payment processing charges will be provided on myMRPlace website as well as Transpact.com
"Service Provider" and Client shall pay myMRPlace a Service Fee for the use of the Site. myMRPlace charges service fees to "Service Providers", for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by "Service Provider". When a Client pays a "Service Provider" for a Project or when funds related to a Project are otherwise released to a "Service Provider" account as required by the applicable Escrow Instructions the service provider will credit the "Service Provider" Escrow Account for the full amount paid or released. "Service Provider" hereby irrevocably authorizes and instructs "myMRPlace" to deduct the Service Fee from the "Service Provider" Escrow Account.
"Service Provider" will be paid at such times and amounts as agreed in the present Agreement or as in a given Service Contract with a Client, and MyMRPlace does not, in any way, provide or guarantee "Service Provider" a regular salary or any minimum, regular payment;
If the "Service Provider" is an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through "myMRPlace".
The "Service Provider" shall pay myMRPlace, a) Project Based Transaction fee if they quote through myMRPlace portal or b) send Quotation through any of myMRPlace team members.

OBLIGATIONS OF PARTIES.

OBLIGATIONS OF "SERVICE PROVIDER"

"Service Provider" shall not copy, forward, or rely the information provided by "myMrPlace", or "myMrPlace's" Clients for the purpose of "Request For Quotation"; or otherwise delegate its obligations under this Agreement without "myMrPlace's" prior written consent.
"Service Provider" shall not connect to any "myMRPlace's" Clients outside the "myMRPlace" platform even after being engaged in any current/ongoing service or for any future services without the express consent of "myMRPlace".
"Service Provider" shall not provide their own names/ company names/ email address/ phone number or any other contact information while posting their quotes/ project or communicating with "myMrPlace's" Client anytime during the RFQ.
When requested, the "Service Provider" must timely provide myMRPlace with complete information about yourself and the "Service Provider's" business.
"Service Providers agrees not to contact Clients directly without express consent of myMRPlace for all/any project quotation related matters and therefore agree not attempting to bypass myMRPlace for current as well as any future projects with Client introduced by myMRPlace.
"Service Provider" may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the "Service Provider" Membership Agreement whenever myMRPlace comes up with the subscription based model for Service Providers.
"Service Provider" may pay myMRPlace a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to myMRPlace in consideration of costs incurred and administration of disbursements via the disbursement method requested by "Service Provider" and varies by disbursement method. The Disbursement Fee for each disbursement method shall be as decided and revised by myMRPlace from time to time.
Additional activation, maintenance, and account fees may be charged by the disbursement method requested by "Service Provider".
The "Service Provider" acknowledges and agrees that a substantial portion of the compensation myMRPlace receives for making the Site available to you is collected through the Service Fee(as defined). myMRPlace only receives this Service Fee when a Client and a "Service Provider" pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party.
If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other Users. Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. The Opt-out fees shall be paid by Client/"Service Provider" to myMRPlace directly.
By way of illustration and not in limitation of the foregoing, you agree not to:- a) Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site. b) Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site. c) Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users/Clients of "myMRPlace", d) Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site. e) You agree to notify MyMRPlace immediately if a person suggests to you making or receiving payments outside of the Site in violation of Opt-Out as in following Section 9.
If the "Service Provider" is aware of a breach or potential breach of this non-circumvention agreement, the "Service Provider" is to submit a confidential report to MyMRPlace by sending an email message to: [email protected].
If the "Service Provider" refuses to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

BLIGATIONS OF "CLIENTS"

The Clients shall not reach out to Service Provider/agency directly without express consent of myMRPlace. Doing so will be considered as breach of the agreement and myMRPlace is free to resort to legal options if need be.
The Client is to timely pay the Service Provider and myMRPlace as per terms under this Agreement and/or the Service contract if any.

RIGHTS/DUTIES OF myMRPlace

myMRPlace is to facilitate the transaction between Client and Service Provider by assisting to elect appropriate Service Provider by floating tenders in order to provide appropriate services to the Client.
myMRPlace shall make an effort to help solve any disputes or issues amicably that arise between Service Provider and Client.
myMRPlace has the right to withhold contact information of; Service Provider to the Client and, Client to the Service Provider whenever they deem necessary.

RIGHTS/DUTIES OF CLIENT

The Client is obliged to do the stipulated payment to myMRPlace and Service Provider on commencement of the project.
The Client is obliged to update and keep informed myMRPlace the status of the ongoing projects.
The Client is obliged to give accurate and correct inputs for the execution of the project.
The Client has the right to review the work of Service Provider intermittently before completion.

RIGHTS/DUTIES OF SERVICE PROVIDER

The Service Provider is obliged to provide highest quality services to the Client as agreed.
The Service Provider is obliged to arrange experienced and skilled manpower at their own expense and effort to provide excellent project management.
The Service Provider if outsourcing his work is liable for the completion, confidentiality, and timely completion of the work.
The Service Provider while outsourcing or recruiting manpower for work shall have the right to moderate, transcribe, translate and interview.

OPTING OUT

The Parties to the Agreement may opt-out of the obligation in Section 8 with respect to each myMRPlace Relationship only if the Client or prospective Client or "Service Provider" pays myMRPlace an opt-out fee for each such relationship (the “Opt-Out Fee”).
The Opt-Out Fee is computed as follows, where;
(a) Optout Fee which is a minimum of $1,000 USD and up to $50,000 USD for each myMRPlace Relationship, You agree that the Optout Fee is 10% of the loss of earnings over a twenty four (24) month period, which is calculated by taking the highest value of assignment on myMRPlace by other similar category Clients and multiply the fees by 8 times. The Optout fee is calculated by myMRPlace at its sole discretion and we may decide to lower or higher the fees case by case.
(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject "Service Provider" until the date the Opt-Out Fee is paid, and;
(c) the greater of: (i) 25% of the anticipated annualized salary or wages for one year if the Client offers "Service Provider" employment directly; or (ii) all Service Fees that would be earned by myMRPlace from the myMRPlace relationship during the Non-Circumvention Period, computed based on the annualized amount earned by "Service Provider" from Client during the most recent normalized 8-week period, or during such shorter period as data is available to myMRPlace; (iii) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then myMRPlace and you agree that fee shall be $.10000 of only one of (ii) or (iii) can be ascertained, then myMRPlace and the "Service Provider" agree that amount shall be used if it is greater than $ 1000.
To pay the Opt-Out Fee, the Parties must request instructions by sending an email message to [email protected].
If myMRPlace determines, in its sole discretion, that any party has violated Section 5, myMRPlace or its Affiliates may, to the maximum extent permitted by law and, a) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, b) close your Account and revoke your authorization to use the Site and Site Services, and/or c) charge you for all losses and costs (including any and all time of MyMRPlace’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

INDEPENDENT "CONTRACTOR" RELATIONSHIP.

The "Service Provider"/Client/ Buyer/ User and "myMrPlace" understand, acknowledge, and agree that "Service Provider's"/ Client's/ Buyer's/ User's relationship with "myMrPlace" will be that of an independent "Contractor" and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship.

INTELLECTUAL PROPERTY RIGHTS.

"Service Provider" represents that any inventions or copyrighted works relating to "myMrPlace's" actual or anticipated business or research and development which "Service Provider" has conceived, developed, made, or reduced to practice at the time of signing this Agreement, have been disclosed in writing to "myMrPlace". Even if these inventions and copyrighted works are not assigned to "myMrPlace" but if the "Service Provider" uses such inventions or copyrighted works in the Project assigned to him by the Client, "Service Provider" grants to "myMrPlace" a royalty-free, worldwide, perpetual, irrevocable, non-exclusive license, with the right to sublicense, to reproduce, distribute, modify, publicly perform and publicly display such inventions and copyrighted works in "myMrPlace's" products based on the Project.

TRADE SECRETS

"Service Provider" represents that their performance of all of the terms of this Agreement do not and, shall not breach any agreement regarding confidential proprietary information, knowledge or data of any Client/ third parties whose information is provided to the "Service Provider by "myMrPlace" or "myMrPlace's" Client in order to fulfil the required services by "myMrPlace" or "myMrPlace's" Client.
"Service Provider" shall not disclose themselves, or induce "myMrPlace" to use, any confidential or proprietary information belonging to "myMrPlace" or "myMrPlace's" Client to any other third party.
Incase there a need to disclose such data for fulfilment of services as per this Agreement then it shall not be done unless such use or disclosure is authorized in writing by "myMrPlace" or "myMrPlace's" Client.
"Service Provider" shall be held solely responsible for any information furnished by "myMrPlace" or "myMrPlace's" Client for the purpose of seeking quotes for a particular service required.

CONFIDENTIAL INFORMATION.

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of "myMrPlace" or their Client which would reasonably be considered to be proprietary to "myMrPlace" or their Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of "myMrPlace" or in the Client industry of "myMRPlace" and where the release of that Confidential Information could reasonably be expected to cause harm to "myMrPlace" or their Client.
The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by "myMrPlace" or their Client. This obligation will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by "myMrPlace" or their Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.
"Service Provider" agrees during the term of this Agreement and thereafter to take all steps reasonably necessary to hold in trust and confidence the information which he knows or has reason to know is considered confidential by "myMrPlace".
"Service Provider" agrees to use the Confidential Information solely to perform his services. Confidential Information includes, but is not limited to, technical and business information relating to "myMrPlace's" inventions or products, research and development, manufacturing and engineering processes, and future business plans.
"Service Provider's" obligations with respect to the Confidential Information also extend to any third party's proprietary or confidential information disclosed to "Service Provider" in the course of providing services to "myMrPlace".
This obligation shall not extend to any information which becomes generally known to the public without breach of this Agreement. This obligation shall survive the termination of this Agreement.

NO CONFLICT OF INTEREST.

"Service Provider" agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation, inconsistent or incompatible with "Service Provider's" obligations or the scope of services rendered for "MyMrPlace" under this Agreement.

GENERAL TERMS OF SERVICE.

The "Client" agrees to engage the Service Provider on the terms and conditions set out in this Agreement or in the Service Contract between them if any. "myMRPlace" shall however not be a party to any other such contract apart from the present Agreement.
The "Service provider while agreeing to the terms and conditions set out in this Agreement or in the Service Contract if any between him and the "Client" fulfils the necessary qualification and expertise to provide the services as agreed to the Client.
"Service Provider" represents and warrants that the work performed shall be in accordance with the specifications of the Client and adhere to the norms of services as agreed under this Agreement or any Service Contract that, if exists, between the Client and the Service Provider.
"Service Provider" is free to determine when and if to perform "Service Provider" Services, including the days worked and time periods of work, and MyMRPlace does not set or have any control over "Service Provider’s" work hours, work schedules, or work locations.
myMRPlace on request/demand shall provide its opinion in determining the nature and amount of any compensation that may be charged by or paid to "Service Provider" for a Project during the Request For Quotation by a Client.
The Client shall pay the entire amount or the first instalment(if agreed breakup) of compensation as agreed upon immediately before commencement of the Project.
In the event this Agreement is terminated by the Client prior to the completion but where the services have been partially performed, the Service Provider shall be entitled to pro rata payment of compensation to the date of Termination, provided; there has been no breach of Agreement on the part of the Service Provider, and no contradictory Service Contract exist between the Client and the Service Provider.
Time is the essence for the service contract terms, no extension or variation of the Agreement in any form will operate as a waiver of this sub clause for the completion of project by the Service Provider.

INDEMNIFICATION.

"Service Provider" agrees to defend, indemnify, and hold harmless "myMrPlace", "myMrPlace's" affiliates, and their respective officers, directors, sub-licensees, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a "Service Provider" as an independent contractor; the classification of myMRPlace as an employer or joint employer of "Service Provider"; 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, wilful 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. For purposes of this Section 16, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password, (g) the breach of the warranties as under the Agreement.
"myMrPlace" shall provide notice to parties promptly of any such claim, suit, or proceeding and shall assist parties at their own expense, in defending any such claim, suit or proceeding.

LIMITATION OF LIABILITY.

myMRPlace is not liable, and parties agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:- i) your use of or your inability to use our Site or Site Services; ii) delays or disruptions in our Site or Site Services; iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; v) damage to your hardware device from the use of the Site or Site Services; vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; vii) a suspension or other action taken with respect to your Account; viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), ix) Composite Information, or metrics found on, used on, or made available through the Site; and x) your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service ADDITIONALLY, IN NO EVENT WILL myMRPlace, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF MYMRPLACE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED ANY FEES RETAINED BY MYMRPLACE WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR "SERVICE PROVIDER" DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

TERMINATION AND NON-INTERFERENCE WITH BUSINESS.

Termination by "myMrPlace". "myMrPlace" may terminate this Agreement for material breach at any time upon fifteen (15) days prior written notice to Parties. "myMrPlace" also may terminate this Agreement immediately in its sole discretion upon any Party's material breach of clauses as under Section 13 of this Agreement and/or upon any acts of gross misconduct by Parties directly affecting this Agreement or the independent party relationship.
Termination by "Service Provider". "Service Provider" may terminate this Agreement for material breach at any time upon fifteen (15) days prior written notice to "MyMrPlace".
Non-interference with Business. During and for a period of two (2) years immediately following termination of this Agreement by either "Service Provider", the "Service Provider" agrees not to solicit or induce any employee or other independent "Service Provider" to terminate or breach an employment, contractual or other relationship with "myMrPlace".
The "Service Provider acknowledges and agrees that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows:- IF myMRPlace DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, myMRPlace HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT myMRPlace WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

TERM, TERMINATION AND EFFECT OF TERMINATION

The term of this Agreement (the “Term”) will begin on the date of this Agreement/ signing for an account on myMRPlace website/ accepting and agreeing terms and conditions for usage of myMRPlace website and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

PAYMENT TERMS AND ESCROW SERVICES.

Escrow Services - MyMRPlace Escrow provides escrow services to all Users to deliver, hold, and/or receive payment for a Project, and to pay fees to MyMRPlace (“Escrow Services”) via www.transpact.com. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes. Hereinafter Escrow services provided by myMRPlace via transpact.com shall be referred to as ‘myMRPlace Escrow’.
Payment Agreements And Escrow Instructions

myMRPlace Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that myMRPlace Escrow acts merely as an Internet escrow agent. myMRPlace Escrow has fully delivered the Escrow Services to you if myMRPlace Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. myMRPlace Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct myMRPlace Escrow to release or make a payment of funds from an Escrow Account associated with you, myMRPlace Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, myMRPlace Escrow may release or pay funds from an Escrow Account as required by applicable law.

Escrow Accounts

"Service Provider" Appointment Of myMRPlace Escrow And Subsidiaries As Agent- If you are a "Service Provider" and you request payment from a Escrow Account, you hereby appoint myMRPlace Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your "Service Provider" Escrow Account as applicable. Because myMRPlace Escrow is "Service Provider’s" agent, "Service Provider" must, and hereby does, fully discharge and credit "Service Provider"’s Client for all payments and releases that myMRPlace Escrow receives on "Service Provider’s" behalf from or on behalf of such Client.

Title To Funds
myMRPlace, myMRPlace Escrow and our Affiliates are not banks. myMRPlace Escrow deposits and maintains all Escrow Account funds in an escrow account at a bank approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of myMRPlace and each of our Affiliates. myMRPlace Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose.

Interest as per the terms of www.transpact.com
myMRPlace aims to provide a reasonable interest based on the international payment norms from time to time to the Service Provider/Client. This interest rate will be governed by pricing at www.transpact.com and the pricing can be found here: https://www.transpact.com/Interest.aspx

Escrow Agent Duties

Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied.
Escrow Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions.
Escrow Agent will be under no duty to inquire about or investigate any agreement or communication between Client and "Service Provider", even if posted to the Site.
Escrow Agent has the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or "Service Provider" in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties.
Escrow Agent has no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. Escrow Agent has no duty to solicit any payments or releases that may be due to or from any Escrow Account. Escrow Agent may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, Escrow Agent will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If Escrow Agents are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, Escrow Agents shall be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until being directed otherwise in writing by Client and "Service Provider" or by a final order or judgment of an arbitrator or court of competent jurisdiction.

Escrow Agent Right
Escrow Agent have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and "Service Provider" related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether Escrow Agent are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which myMRPlace Escrow may be merged or converted or with which myMRPlace Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of myMRPlace Escrow may be transferred will succeed to all the rights and obligations of myMRPlace Escrow as Escrow holder and Escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.

Disbursements To "Service Provider.

Under the relevant Escrow Instructions, myMRPlace Escrow disburses funds that are available and payable to a "Service Provider" upon "Service Provider’s" request. A "Service Provider" can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule.
The "Service Provider" Fees become available to "Service Providers" following the expiration of the five-day (5) security period after the funds are released. The security period begins after Client accepts and approves work submitted by "Service Provider".
Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, myMRPlace Escrow may refuse to process or may hold the disbursement of the "Service Provider" Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, myMRPlace Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the "Service Provider" Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as "Service Provider’s" tax information, government- issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the "Service Provider" Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the "Service Provider" Fees is no longer necessary, myMRPlace Escrow will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a "Service Provider", despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing myMRPlace Escrow to (and myMRPlace Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

Client Payments On Service Contracts

Upon using Escrow Services the Client becomes obligated to fund Escrow immediately upon sending a Contract offer for the full amount, (or for the first milestone, if milestones are used or upon activating any additional milestone).
Client acknowledges and agrees that failure to decline or dispute request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Service Provider Fees for a Contract/Project on the Site, Client automatically and irrevocably authorizes and instructs myMRPlace Escrow to charge Client’s Payment Method for the Service Provider Fees.

DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between the "Service Provider"/ Client/Buyer/ any other User and myMRPlace or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively and accordingly unless, the Parties opt out as provided in Section 9. The "Service Provider"/ Client/ Buyer/ any other User, and myMRPlace and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, the "Service Provider" relationship with MyMRPlace (including without limitation any claimed employment with MyMRPlace or one of our Affiliates or successors), the termination of the "Service Provider's" relationship with MyMRPlace, or the Site Services (each, a “Claim”) in accordance with “Arbitration Provision" under the laws of India. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from myMRPlace or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims.

SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION.

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after the relationship with myMRPlace ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. The Arbitration Process will be carried out by a Single Arbitrator or a Panel of Arbitrators. The selection of Arbitrator(s) shall be as mutually agreed by the parties to the dispute. The jurisdiction for all disputes shall be Thane, Maharashtra.

NON-DISCLOSURE

The Parties to this Agreement are under strict liability for Non-Disclosure of all and every Information/"Confidential Information" provided or available on the platform of myMRPlace except for its use to provide the required services to the Client under the assigned Project by the Service Provider. This liability continues to stay even after completion of the assigned project; or termination of, a) Service Contract between Client and Service Provider if any, or b) termination of the present Agreement.
“Confidential Information” means any and all proprietary information or material (in oral, written, graphic or any other form) concerning each party hereto, including without limitation: (a) ideas and concepts for existing and new products, processes and services; (b) specifications for products, equipment and processes, whether technical or financial; (c) manufacturing and performance specifications and procedures; (d) engineering drawings and graphs and software (including source and object code), hardware configuration, computer programs and algorithms; (e) technical, research and engineering data; (f) materials and material specifications; (g) laboratory studies and benchmark tests; (h) manuals, including service manuals and operation manuals; (i) quality assurance and acceptance policies, procedures and specifications; (j) evaluation and/or validation studies; (k) pending patent applications; (l) all other know-how, methodology, procedures, techniques and trade secrets related to research, engineering, development and manufacturing; and (m) business information, marketing and development plans, forecasts, research, development agreements and customer and vendor information.
Notwithstanding anything herein to the contrary, neither Party shall have any liability to the other with regard to any Confidential Information of the other which the recipient can prove: (a) was known to the Recipient without restriction at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality on the third party; (d) is independently developed by the Recipient without reference to any of Discloser’s Confidential Information, which Recipient can demonstrate by its written records; (e) is disclosed pursuant to court order or otherwise under operation of law, rule or regulation, provided that Recipient provides prompt notice of such requirement to the Discloser to enable the Discloser to seek a protective order or otherwise prevent or restrict such disclosure; or (f) is disclosed by the Recipient with the Discloser’s prior written approval.
Confidential Information of the Discloser shall be used solely for the purpose of evaluating potential business relationship(s) between the Parties, in connection with the submission for RFQ by the Parties or relating to any Service Contracts to be jointly executed by the Parties. Recipient agrees to prevent the unauthorized disclosure or use of Discloser’s Confidential Information by using the same degree of care (but no less than a reasonable degree of care) as Recipient uses to protect its own Confidential Information. Further, Recipient agrees to limit access to Discloser’s Confidential Information to Recipient’s employees, financial advisors, legal counsel and consultants who (a) have a need to know such information and (b) have confidentiality obligations to Recipient comparable in scope and substance to this Agreement, or who sign an acknowledgement that they agree to be bound by this Agreement.
Recipient shall not, without written authorization from Discloser, or "myMRPlace" otherwise disclose to others any of Discloser’s Confidential Information. Each Party agrees to notify the other in writing of any actual or suspected misuse or unauthorized disclosure of Confidential Information of the Discloser which may come to Recipient’s attention.
The disclosure of Confidential Information by Discloser to Recipient pursuant to this Agreement shall not result in any obligation on the part of either Party to enter into any future agreement relating to such Confidential Information or to undertake any obligation not set forth in a written agreement signed by the Parties hereto. Neither the execution and delivery of this Agreement nor the delivery of any Confidential Information hereunder shall be construed as granting by implication, estoppels or otherwise any right in or license under any present or future invention, trade secret, technology, trademark, copyright or patent, now or hereinafter or controlled by either Party hereto. Further, neither Party has any obligation under this Agreement to purchase any product or service or other item from the other Party or to deal with the other Party in any field or to offer the sale of products using or incorporating any Confidential Information disclosed pursuant to this Agreement. The Parties do not intend any agency, partnership or joint venture relationship be created between them by this Agreement.
Any breach to the Sub-Clauses as under Clause 23 shall give myMRPlace the rights to take legal action against any party without further notice. Any such breach shall also provide myMRPlace the exclusive rights to suspend/freeze/closure of account of the party causing the breach temporarily or permanently for further use until the dispute is resolved.
Any dispute arising due to breach of the said clauses as under Clause 23, shall be governed by and construed in accordance with the laws of India. Any dispute under this Clause shall be subject to laws of India and exclusive jurisdiction and venue of the Courts of Thane, Maharashtra, and the parties hereby consent to the personal and exclusive jurisdiction and venue of these Courts.

GENERAL PROVISIONS.

This Agreement will be governed by and construed in accordance with the Indian laws as applied to agreements entered into and to be performed entirely within jurisdiction of that state. This Agreement, including all Exhibits (if any) to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral or any other internal policies that the "Service Provider's"/ Client's company/organization if any might have in place.
No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
"Service Provider"/ Client/ Buyer may not assign its rights or obligations arising under this Agreement without "myMRPlace's" prior written consent. "myMRPlace" may assign its rights and obligations under this Agreement. This Agreement will be for the benefit of "MyMrPlace's" successors and assigns, and will be binding on "Service Provider's"/Client's/ Buyer's/ any other User's heirs, legal representatives and permitted assignees.
All notices, requests and other communications required to be given under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. Any such notice will be considered to have been given when received, or if mailed, five (5) business days after it was mailed, as evidenced by the postmark.
The mailing address for notice to "myMRPlace" will be the address as on the official website of "myMRPlace". And that of the "Service Provider" shall be the one which registered with "MyMrPlace" during website login. Either party may change its mailing address by notice as provided by this Section. The following provisions shall survive termination of this Agreement namely Section 18.
This Agreement is effective as on the effective date or the date of creating an account or using any other services of "myMrPlace" through their website.

ENTIRE AGREEMENT

MODIFICATIONS AND WAIVER

ENTIRE AGREEMENT

SEVERABILITY

FORCE MAJEURE

PREVAILING LANGUAGE AND LOCATION

CONSENT TO USE ELECTRONIC RECORDS

DEFINITIONS

Annexure A-

Standard Nondisclosure Agreement Between myMRPlace's Client and Service Provider.

This agreement is entered into as of the “Effective Date” by and between myMRPlace's Client (“Client”) and the Service Provider indicated below (“Service Provider”).

Client and Service Provider recognize that there is a need to disclose to the Service Provider certain Confidential Information of Client to be used by the Service Provider only for the purpose of engaging in a myMRPlace project and to protect such Confidential Information from unauthorized use or disclosure.

In consideration of the disclosure of such information by CLIENT, the Service Provider agrees as follows:

1. This Agreement will apply to all confidential and proprietary information disclosed by Client to the Service Provider (hereinafter referred to as “Confidential Information”).

2. Notwithstanding the foregoing, Confidential Information does not include (i) information that was already known to the public at the time of its disclosure to the Service Provider, (ii) information that CLIENT can establish by appropriate documentation was already known to the Service Provider prior to the disclosure hereunder, or (iii) information that is subsequently disclosed to the Service Provider by a third party who obtained the same by lawful means and who is not under any restriction imposed by CLIENT regarding disclosure or use of such information.

3. The Service Provider agrees that the Confidential Information is confidential and proprietary information of CLIENT (or its clients or other business associates). The Service Provider agrees (i) to hold all of the Confidential Information in strict confidence, (ii) not to disclose any of such Confidential Information to any third party, and (iii) not to use any of such Confidential Information for any purpose except for the myMRPlace Project. the Service Provider may disclose the Confidential Information to its responsible employees who have a bona fide need to know, but only to the extent reasonably necessary to carry out the myMRPlace Project. The Service Provider agrees to instruct all such employees not to disclose any Confidential Information to third parties or to use, or allow third parties to use, any such Confidential Information without first obtaining CLIENT written consent.

4. The Service Provider hereby acknowledges that all Confidential Information is owned solely by CLIENT (or its clients or other business associates, as the case may be) and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Service Provider agrees that CLIENT will have the right to seek an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law and equity for such a breach.

5. Upon the written request of CLIENT, the Service Provider will return to CLIENT all materials or other tangible items representing Confidential Information and all copies thereof, and will confirm the Service Provider ’s compliance with its obligations under this Paragraph 5 in writing.

6. The Service Provider recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or any commitment by either party to enter into any further agreement with respect to the myMRPlace Project or otherwise.

7. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. No amendment or supplement to this Agreement will be effective unless made in writing and signed by both parties. No waiver by either party of any provision of this Agreement shall be effective unless made in writing and signed by the party granting the waiver. The Service Provider may not assign this Agreement without CLIENT prior written approval.

8. If any provision of this Agreement shall be found by a court to be unenforceable, invalid, illegal it shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect, and parties will substitute a new enforceable provision of like intent and effect.

9. Time to time, clients may disclose the information in order to receive the quote from various research agencies. The information might contain details about new initiatives, business issues or any other information necessary to be provided to Service Provider in order to receive the bid. The clients cannot hold myMRPlace or its Service Provider responsible for disclosure of such information. And such information is out of scope from this NDA.

10. This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute under this Agreement shall be subject to laws of India and exclusive jurisdiction and venue of the Courts of Thane, Maharashtra, and the parties hereby consent to the personal and exclusive jurisdiction and venue of these Courts.

11. The recipient party acknowledges that the Confidential Information is of great value to disclosing party, and if misused would cause the disclosing party irreparable loss and damage. Accordingly, disclosing party may seek to enforce the provisions of this Agreement with respect to its Confidential Information using equitable remedies, including injunctions and restraining orders, which may be sought without giving the recipient party an opportunity to defend itself.

12. This Agreement constitutes the sole and entire agreement between the parties with respect to Confidential Information, it supersedes any and all prior or contemporaneous oral and written agreements, communications etc regarding Confidential Information, and may not be amended except in writing and duly executed by representative parties. This Agreement may not be assigned or transferred by either party without the written consent of the other party.

IN WITNESS WHEREOF, the Service Provider agrees to abide by this agreement by virtue of clicking on Agree/Accept on Terms and Conditions or entering myMRPlace website, and/or creating an account on myMRPlace website and agrees by virtue of selecting this agreement to be associated with the myMRPlace Project.