Terms of Service

General

The website […] (the Website) is an official website of Corpless UAB, a private limited liability company duly established and existing under the laws of the Republic of Lithuania, legal entity code: 306335624, having registered address at V. Nagevičiaus str. 3, Vilnius, Lithuania (Corpless).

The Website is enabled by Corpless as a platform where individual professionals (the Professional(s)) use the Website to provide professional remote services (the Service(s)) through the Website and where customers (the Customer(s)) use the Website to receive such services.

The use of the Website is governed by these terms of use (the Terms of Use). The Website can be used by Professionals and Customers who sign up and register themselves as a member to the Website (the Member(s)). Customers who use the Website without signing up and registration shall be considered as a Member for the purposes of this Terms of Use.

Any Professional or Customer, who signs up and registers himself or herself as a Member to the Website, or Customer, who uses the Website without signing up and registration, agree and acknowledge that these Terms of Use shall be applicable for any use of the Website and he or she has read, understood and accepted to be legally bound with the content of this Terms of Use. If the Member does not agree, he or she shall not use this Website.

Purpose and Subject

These Terms of Use intend to define the terms of use for the Website and the rights and obligations of the Members and Corpless during, and with respect to the use of the Website.

Agreements

If a Member is a Professional, then such Member hereby acknowledges that separate Cooperation Terms and Conditions will be applicable to the Professional. If a Member is a Customer, then such Member acknowledges that a separate Services Contract will be executed with the Professional.

These Terms of Use only cover the use of the Website as well as terms and obligations applicable to the Website membership. In case of a discrepancy or a conflict between this Terms of Use and the Cooperation Terms and Conditions or the Service Contract, then the Cooperation Terms and Conditions or the Service Contract, as the case may be, shall prevail.

Ownership of the Website

These Terms of Use apply to the Website and all associated sites linked to the Website and Corpless subsidiaries and affiliates. The Website is the property of Corpless. The Website, and each of its components, is the copyrighted property of Corpless and may not be used without prior written consent of Corpless. None of the content or data found on the Website may be reproduced, republished, distributed, sold, transferred, or modified without the express written permission of Corpless.

All information available on the Website including content of a graphic nature, are the property of Corpless, unless such content is marked or generally acknowledged to be the property of a third party. No Member may copy, duplicate, print or circulate the information of the Website without prior written consent of Corpless. If such information is allowed for use, this has to be stated explicitly on the third-party website.

User Account

To become a member, the person must be at least 18 years old. When signing up and creating an account with Corpless, the Member represents and warrants that the information provided by the Member is accurate and complete. The e-mail address provided by the Member during the registration shall be taken as the basis and used in all correspondence in respect of the membership.

The Member, accepts and undertakes that he or she shall only share personal data belonging to him or her and he or she shall not unlawfully save, publish, distribute or use personal data belonging to other people.

Before signing up and creating an account, the Member is informed about the collection and use of his or her personal data and his or her explicit consent is obtained in cases where it is deemed to be necessary within the applicable data protection law. For further information on how we use your personal data, please see our Privacy Policy.

In case of a change to any information provided by the Member at the time of registration, Member shall be obliged to notify this change to Corpless without any delay.

The Members shall be solely responsible for the activity that occurs under their accounts. The Members shall exercise caution when accessing their accounts from a public or shared computer so that others are not able to view or record their passwords or other personal information. The Members shall notify Corpless immediately of any unauthorized access to their accounts or use of their usernames or passwords or any other breach of security. Even if a Member notifies Corpless, the Member shall still be totally responsible for all activities that occur under its account, and the transaction that is executed by using such Member’s username and password shall be deemed to have been personally executed by the Member. Corpless shall in no event be directly or indirectly liable for any present or future losses that Members or third parties may sustain on account of the Member’s failure or negligence in ensuring the security of system access tools, their safekeeping, denial of access to third parties or their use.

Members agree and undertake that under circumstances where Corpless is obliged to make a disclosure to governmental authorities pursuant to the applicable mandatory legislation, it shall be authorized to disclose confidential, private and business data of Members to governmental authorities upon a duly made request by them and therefore Members shall be in no event entitled to assert any claim or indemnity against Corpless under any name whatsoever.

Corpless may accept or reject the membership application following its evaluation without the need to explain. Corpless shall not be under any obligation due to any misrepresentation by the Member.

Acceptable Use Policy

When using the Website, it is prohibited to:

• Attempting to gain access to another user's account on the Website;
• Impersonating other real people on the Website;
• Using vulgar language or imagery that may cause offence to other Members;
• Posting illegal or copyrighted material of any kind to the Website without a written permission of Corpless;
• Using known exploits, bugs, or features to cause others harm or in any way disrupt the online services;
• Attempting to operate a business or provide a free service that Corpless morally or ethically objects to;
• Use the Website, among others, for (i) product purchase and sale, (ii) activities that require physical presence or drop shipping, (iii) regular salary payments as an ongoing concern, (iv) providing fictitious services, (v) any illegal purpose or any purpose that might would constitute a criminal offense, (vi) providing services which could only be provided under a valid license, (vii) profit distribution;
• Committing any reverse engineering or attempt to find or acquire the source code of the Website nor shall he or she violate the security of any computer network or crack security encryption codes;
• use the Website in any ways that could overload, disrupt, damage, disable or deteriorate the equipment and networks used for the provision of the Services, the Services itself, or use the Services in any ways that could result in the transmission, distribution or upload of software or material that contains harmful content, such as viruses, spyware or other harmful software, material or information of any kind;
• use the Services in order to upload, post, e-mail or otherwise process or transmit any information in violation of applicable laws (including, but not limited to, information that may be considered as inciting racial hatred, child pornography, defamatory, offensive, seditious, unlawfully depicting violence and/or infringing copyright or any other intellectual property laws or legal acts, or violating legal acts governing personal data protection).

In case of any attempt or exercise of the following or similar behaviors, Corpless shall have the right to suspend, deactivate, block, terminate or delete the access and account of the Member without a notice and refund or compensation.

The Member shall be responsible for any fees and damages resulting from civil or criminal litigation arising from a violation of this Terms of Use caused by their use of the Website. Corpless is hereby authorized to, at any time and from time to time, without any notice to the Member and to the fullest extent permitted by law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and at any time owing by Corpless to or for the credit or the account of the Member against any and all obligations of the Member either now or hereafter existing under the Terms of use and the freelancer agreement or customer agreement executed with the respective Member, irrespective of whether or not Corpless shall have made any demand hereunder or thereunder and although such obligations may be contingent or unmatured.

Intellectual Property

Corpless is the sole proprietor of all intellectual property rights pertaining to the Website and any content therein. Nothing contained on the Website should be construed as granting any license or right to use any of the intellectual property rights without the written permission of Corpless.

The full or partial reproduction, exploitation, distribution, modification, assignment or public communication of the contents and any other act that has not been expressly authorized by Corpless of the exploitation rights is prohibited.

Other Programs and Campaigns

The Website may, from time to time, include links to external or internal sites, which may include links to special offers, programs and campaigns such as referral program, campaign deals, partnership programs. If a Member is interested in, or invited to participate in such offers, programs or campaigns, then the Member is requested to visit relevant parts of the Website on such offers, programs and campaigns. In such a case, further communication will be held with such Member.

Disclaimer

Corpless does not promise the Website or any content, service or feature of the Website is error-free or uninterrupted or that any defects will be corrected, or that the Member’s use of the Website will provide any specific results. The Website and its content are delivered on an “as-is” and “as-available” basis. All information provided on the Website is subject to change without notice. Corpless does not ensure that any files or other data the Member downloads from the Website is free of viruses or contamination or destructive features.

Corpless is not responsible, in any case, for damages of any kind derived from, by way of example:

• Errors or omissions in the content. Corpless does not guarantee that the contents will be permanently updated, or that they are free of any type of error.
• Lack of availability of the website. Corpless is not responsible for the possible damages or losses generated in the user as a result of failures or disconnections in the telecommunications networks that involve the suspension, cancellation or interruption of the website service, since the operation of these networks depends on third parties.
• Presence of viruses or malicious or harmful programs in the contents that may alter computer systems, electronic documents or user data, despite having adopted all the necessary technological measures to prevent it. It is your responsibility, in any case, to be provided with adequate tools to protect you against harmful computer programs.

Corpless disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. Corpless disclaims any all liability for the acts, omissions and conduct of any third parties in connection with or related to Member’s use of Website. The Member shall undertake total responsibility for his or her use of the Website. Member’s sole remedy against Corpless for dissatisfaction with the Website or any contents is to stop using the Website or any such content. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Corpless does not assume any liability for damages or losses resulting from visiting the Website, including the use of information made available on the Website. Corpless is also not liable for the content of hyperlinks to websites of third parties.

Limitation of Liability

Except where prohibited by law, in no event shall Corpless be liable to the Member for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Corpless has been advised of the possibility of such damages.

There may be interruptions on the Website due to technical malfunctions such as any fault, negligence, deletion, corruption, and delay in communication or a failure of communication network or Internet or infrastructural failures irrespective of whether it is attributable to the Website. Corpless may not be held liable for any problems that the Member endures during interruptions for access to site and communication due to them.

If the personal data of the Member is accessed by unauthorized persons due to the Member’s fault (such as the Member’s sharing of his or her information with other people, not leaving the Website without logging out etc.), the Member accepts and undertakes that Corpless shall not be liable and he or she shall be responsible for any damages which may be incurred by Corpless in this regard.

If, notwithstanding the other provisions of this Terms of Use, Corpless is found to be liable to you for any damage or loss which arises out of or is in any way connected with Member’s use of the Website or any content, Corpless liability shall in no event exceed EUR 100 (one hundred Euros).

Indemnity

The Member hereby agrees to indemnify and hold Corpless, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Corpless by any third party due to or arising out of or in connection with Member’s use of the Website.

Modifications

Corpless reserves the right to do any of the following, at any time, without notice; (1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (2) to modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Corpless shall have the right to modify the nature, content and availability of the Service(s) offered over the Website. The Member agrees and undertakes that he or she may not assert any claim or compensation from Corpless under any name whatsoever on account of his or her present or future direct or indirect losses because of such changes or cancellations.

Corpless may remove any content that is against the Website’s operation, general rules and general ethical rules and that is in no event acceptable to Corpless at any time and in any manner at its sole discretion and may terminate the membership of the Member who posts that content without any further notice.

Corpless may at all times amend the Terms of Use without the need for any further notice. The new revision of this Terms of Use upon such amendments will take effect immediately. Members shall be obliged to constantly keep track of the Website and Website updates. Notwithstanding the foregoing, if a Member continues to use the Website following the changes to it, he or she shall, in any event, be deemed to have accepted the new version of this Terms of Use.

Term and Termination

The Member agrees that he or she understands that accepting the Terms of Use and providing or receiving any Service as per the freelancer agreement, or customer agreement, respectively, are two separate engagements that are independent of each other. Therefore, even if provision of the Service terminates, the Member shall remain bound with this Terms of Use until requirements hereof are met and fulfilled.

This Term of Use shall remain in force as long as the Member maintains his or her membership at the Website and shall continue to be effective and operative between the Member and Corpless. Where the membership is suspended for an indefinite time or the Member puts an end to his or her membership at his or her discretion, this Terms of Use shall be deemed to have been terminated.

Corpless reserves the right at any time and from time to time, to disable or terminate Member’s account, any username, password, or other identifier, in its sole discretion for any or no reason, including any violation of any provision of this Terms of Use.

Upon any such termination, all the provisions of this Terms of Use shall continue to survive except for any provisions that grant access to the Member to the Website.

The Member agrees that Corpless shall have no liability for any termination or suspension of Member’s access to the Website or Member’s account, or deletion of information contained within such account.

Governing Law and Dispute Resolution

This Terms of Use is governed by, and shall be construed and enforced in accordance with, the laws of Republic of Lithuania, without giving effect to any conflict of laws rules. Any legal suit, action or proceeding arising out of or relating to this Terms of Use shall be instituted in a court of competent jurisdiction located in the Harju County of the Republic of Lithuania. The Member and Corpless irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Member hereby waives any objection based on forum non convenient and waives any objection to venue of any action instituted hereunder. Except as may be required by law or to enforce an order or award, the Member or any of his or her representatives may disclose the existence, content, or results of any negotiation or litigation proceeding without the prior written consent of Corpless.