Contractor Terms and Conditions
These Contractor Terms of Service were last updated on August 2020.
These Terms of Service hereby incorporate the terms of the documents listed below and any other agreements or documents that may be posted on the Service from time to time, including in each case, all future amendments and modifications thereto. These Terms of Service and the agreements set forth below together form, and are deemed, the “Agreement”. Any terms not otherwise defined in these Terms of Service shall be as set forth in the Agreement.
IMPORTANT NOTICE: THIS AGREEMENT PROVIDES THAT ALMOST ALL DISPUTES BETWEEN YOU AND US ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING INTO THIS AGREEMENT, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, OR TO BE PART OF A CLASS ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.
If you do not agree to all of the terms of the Agreement, you must not provide services, use or access any parts of the Service.
If you choose to perform the translation services (“Deliverables”) as requested by the Acudocx User, who may be referred to as the customer, from time to time (the “Services”), you will be subject to and you must read, understand and comply with these Terms of Service and the Agreement in whole. We ask that you please read the Agreement carefully to ensure you are comfortable with all of its terms and conditions.
Subject to the terms below and in the Agreement, we grant you a personal, non-exclusive, limited, non-transferable, freely revocable license to use the Acudocx Intellectual Property Rights, including access to the Service, to perform Services solely for purposes of the Service and as permitted by the features of the Service. Acudocx reserves all rights not expressly granted herein in the Service and the Acudocx Content. You may not, and you may not permit others to, (a) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Service; (b) modify, distribute, or create derivative works of the Service; (c) copy, distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Service; (d) use the Service for any purpose that is unlawful or prohibited by this Agreement; (e) use the Service in any manner that could damage, disable, overburden, or impair any Acudocx server, or network(s) connect to any Acudocx server, or interfere with any other party’s use and enjoyment of any Acudocx services; (f) attempt to gain unauthorised access to any Services, accounts, systems or networks connected to any Acudocx server or any of the Services, through hacking, password mining or any other means. We reserve the right to terminate this Licence and close your account at any time at will, at any time for any reason or no reason, with or without notice to you. The Licence will also be terminated if you fail to comply with any term or condition of this Agreement. Upon termination by either party, you agree to destroy any software provided to you as part of the Licence.
You will need to establish an online account with Acudocx. An Acudocx online account gives you access to the Acudocx Intellectual Property Rights and tools and functionality that we may establish and maintain from time to time and in our sole discretion which you may use per the instructions to perform the Services. We may maintain different types of accounts for different types of Users. If you open an Acudocx account on behalf of a company, organisation, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorised representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Acudocx with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
As the only consideration payable with regard to the Services or this Agreement, the customer for whom you have performed the Services will pay you the fees less any fees payable to Acudocx. The net fee payable to you for the provision of Services will be displayed to you on Acudocx’s websites or platforms when you select Services to undertake, by accepting to undertake the performance of Services you agree to the net fee being the only consideration payable to you for completion of the Services, pursuant to the terms and conditions under these Terms of Service (which includes for clarity’s sake the Contractor Session Rules and Guidelines). Unless otherwise specifically agreed upon by Acudocx in writing (and notwithstanding any other provision of the Agreement), all activity relating to Services will be performed by and only by you or by employees of you and only those such employees who have been approved in writing in advance by Acudocx. You agree that you will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorised by Acudocx in writing hereafter, use or disclose at any time your own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Acudocx.
You hereby agree that all Deliverables, and all other business, technical and financial information (including, without limitation, the Service and any of its features, processes and systems and any Intellectual Property Rights relating thereto, Acudocx Content, the identity of and information relating to Users, User Content, or employees) developed, learned, accessed or obtained by you, for you or on your behalf during the period that you are to be providing the Services that relate to Acudocx or the business or demonstrably anticipated business of Acudocx or in connection with the Services or that are received by or for Acudocx in confidence, constitute “Proprietary Information.” Proprietary Information also includes information received in confidence by Acudocx from its customers, Users and suppliers or other third parties. You hereby agree to hold in confidence and not disclose or, except in performing the Services, use or permit to be used any Proprietary Information. However, you shall not be obliged under this paragraph with respect to information you can clearly document is or becomes readily publicly available without restriction through no fault of yourself. Upon termination or as otherwise requested by Acudocx or the User for whom you provided Services, you will promptly provide to Acudocx or such User all items and copies containing or embodying Proprietary Information (including without limitation all Deliverables), except that you may keep your personal copies of your compensation records and the Agreement. You also recognise and agree that you have no expectation of privacy with respect to Acudocx’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that your activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
You ensure that: (i) the Services will be performed in a professional, competent and timely manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation you may have to others; (ii) all work under the Agreement shall be your original work and none of the Services nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any Intellectual Property Right or other right of any person or entity (including, without limitation, you); (iii) you have the full right to allow it to provide Acudocx with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give you the rights to do the foregoing and otherwise fully perform the Agreement); (iv) you shall comply with all applicable laws and Acudocx safety rules in the course of performing the Services; and (v) if your work requires a license, you have obtained that license and the license is in full force and effect; (vi) you will make every attempt to safeguard your data and other files during the installation or updating of any software. You will not hold Acudocx liable for any damage arising from data loss or any other losses that result from the updating or upgrading of software. Your work will be regularly reviewed to ensure that it meets Acudocx’s quality standards. Repeatedly producing work that does meet Acudocx’s standards will restrict or entirely prevent you from claiming work.
You hereby represent and warrant that you have no outstanding agreement or obligation that is in conflict with any of the provisions of the Agreement, or that would preclude you from fully complying with the provisions hereof, and further certify that you will not enter into such conflicting agreement during the term of this Agreement.
This Agreement will commence on the date that you first register with the Service and accept the terms of the Agreement and shall continue until terminated, as set forth below. You agree that Acudocx, at its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use, or if Acudocx believes the quality of your Deliverables does not meet an acceptable standard, or if Acudocx believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of or access to the Service and may be referred to appropriate law enforcement authorities. Acudocx may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Acudocx may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Acudocx will not be liable to you or any third-party for any termination of your access to the Service. Acudocx may communicate the obligations contained in the Agreement to any of your other (or potential) clients or employers.
You are an independent contractor and you are NOT an employee, agent, partner or joint venturers of Acudocx and you shall not bind nor attempt to bind Acudocx to any contract or agreement. You shall not hold yourself out as an agent of Acudocx at any time or on any medium. You shall perform services diligently so that any goals set by the User or customer or Acudocx are attained and needed results are obtained for the ultimate user of the project. You shall be solely responsible for determining the method, mode, manner and hours in which the Services is performed under the Agreement. Payment to you is on a job basis only (as set out in the Contractor Session Rules & Guidelines – see Schedule 1) and is not a reflection of time worked. Any preparation, setup and research which you choose to undertake as part of your method of delivering quality output is at your cost. No payment or reimbursement is made for your expenses. All tools, materials and computer equipment are owned outright by you. Costs relating to tools, materials, property and services used to deliver the Services, including but not limited to software licenses, insurances, rent and internet connectivity will be borne by you. You acknowledge and agree that it is entirely within your control as to whether you realise a profit or incur a loss under this Agreement. You acknowledge and agree that, generally, the more jobs which you deliver to the satisfaction of contract specifications, the greater chance you will have of making a profit. You acknowledge and warrant that, while performing all services and work under this Agreement, you operate independently of Acudocx’s day to day business operations and shall not be eligible to participate in any of Acudocx’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Acudocx shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to you. You shall comply at your own expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, the Fair Labour Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. You are responsible for keeping your own insurances, including but not limited to public liability, professional indemnity and workers compensation insurance. You are permitted to work for any number of persons or entities at the same time as fulfilling these Terms of Service, including members of the general public. Acudocx has no right to discharge you without incurring liability for work that measures up to contract specifications. As the Contractor you must complete agreed upon projects to Acudocx’s satisfaction and you acknowledge and agree that you are liable for any failure to complete them satisfactorily. You will ensure that your employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of your obligations under any provision of the Agreement for Acudocx’s benefit, and you will be responsible for any noncompliance by them. You hereby agree to indemnify Acudocx and hold Acudocx harmless from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on behalf of you.
You may choose to accept any translation jobs made available via the Service and you hereby understand that there is no minimum or maximum number of jobs that may be accepted. You can also choose not to accept any jobs. This Agreement and the Services contemplated hereunder are personal to you and you shall have the right or ability to assign, transfer or subcontract any rights or obligations under the Agreement without the prior written consent of Acudocx.
a. Queensland Commercial Arbitration Act. Any dispute arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration conducted in the State of Queensland in accordance with the Commercial Arbitration Act. The award rendered by the arbitrators shall be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof.
b. Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. Acudocx and you each agree to use its best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Acudocx support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. To commence this procedure, you hereby agree to contact Acudocx’s support department at firstname.lastname@example.org, or Acudocx may contact you using the last available information it has for you.
c. Binding Arbitration. If Acudocx and you do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then both Acudocx and you hereby agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from: (1) your consulting relationship with Acudocx, (2) the termination of your contractor relationship with the Acudocx, (3) the performance or breach of the Agreement, (4) any other aspect of the Agreement, including the classification of you as an independent contractor, or (5) without limiting the foregoing, any city, county, state or federal wage-hour law, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims. The arbitration will be conducted in the State of Queensland, unless you and Acudocx agree otherwise. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
d. Exclusions. The Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of the Agreement are expressly excluded from Section 11. The claims not covered by this Arbitration Provision are claims that are not arbitrable by law.
e. Filing Fee. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Acudocx will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Acudocx will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than AUD$80,000. Both Acudocx and you hereby agree that the arbitrator shall have the power to award any remedies available under applicable law, and that the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. Both Acudocx and you hereby understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. Acudocx and you each further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Whether or not you are a resident of the Australia, arbitration shall be initiated and conducted in the State of Queensland, unless you and Acudocx agree otherwise, and you and Acudocx agree to submit to the personal jurisdiction of any federal or state court the State of Queensland in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
f. Class Action Waiver. Both Acudocx and you hereby further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and both Acudocx and you each expressly waive its respective right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND ACUDOCX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class or representative basis, then this Section 11 shall be deemed null and void in their entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.
g. 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of Section 11 by sending written notice of your decision to opt out to online support with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date on or after 6 February 2018 that you agree to any version of this Agreement that contains this version of Section 11. If you do not opt out, you shall be bound to arbitrate disputes in accordance with the terms of this Section 11. You have the right to consult with counsel of your choice concerning this Section 11. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 11. If you opt out of Section 11, Acudocx also will not be bound by it in its disputes with you.
h. Changes to this Section. Acudocx will provide (60) days’ notice of any changes to this section. Changes will become effective on the sixtieth (60th) day and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 11, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
Section 11 (Arbitration and Class Action Waiver) shall be limited as follows:
a. Administrative Agencies. Claims may be brought before an administrative agency, but only to the extent law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfil the party’s obligation to exhaust administrative remedies before making a claim in arbitration.
b. Intellectual Property Claims. Notwithstanding either Acudocx’s or your decision to resolve all disputes through arbitration, either Acudocx or you may bring an action in state or federal court or in the Australian Patent Office (WIPO) to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
c. Small Claims Court. Notwithstanding the Acudocx’s or your decision to resolve all disputes through arbitration, either such party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Acudocx has no control over such sites and resources and Acudocx is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Acudocx will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Acudocx is not liable for any loss or claim that you may have against any such third party.
You agree to release, indemnify and hold Acudocx and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of this Agreement, any other party’s access and use of the Service with your unique username, password, or other appropriate security code, or your violation of any rights of another. If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACUDOCX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ACUDOCX MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY DOCUMENTS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ACUDOCX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ACUDOCX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE OR ANY COMPONENTS OF THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL ACUDOCX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNTS PAID OR PAYABLE BY ACUDOCX IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY
PORTION OF THE SERVICE OR WITH THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OR ACCESS TO THE SERVICE. IN ALL CASES, YOU HEREBY AGREE THAT THE ABOVE EXCLUSION OF WARRANTIES AND LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Under no circumstances will Acudocx be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Acudocx assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service; (iii) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party.
You agree that: (i) the Service shall be deemed solely based in Queensland; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Queensland, either specific or general, in jurisdictions other than Queensland. This Agreement shall be governed by the internal substantive laws of the State of Queensland, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in State of Queensland for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
Acudocx may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Acudocx in our sole discretion. Acudocx reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Acudocx is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Acudocx may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future terms of the Agreement, do not use or access (or continue to access) the Service.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Acudocx’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Notwithstanding anything to the contrary, You and Acudocx each agree that, Sections 5 through 24 will survive any termination or expiration of the Agreement or your relationship with Acudocx.
You agree that you are solely responsible for your interactions with any other user in connection with the Service, including but not limited to any customer, and Acudocx will have no liability or responsibility with respect thereto. Acudocx reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.