The following Terms of Service, which include the Privacy Policy, and any guideline, policy or content displayed on the Website, are a legally binding contractual agreement between you (“User, “you,” “your”) and Web soft, Inc. d/b/a Uway, Inc (“Uway, Inc,” “we,” “us”) (hereinafter collectively referred to as the “Terms of Service”).  By visiting or using the services available from the domain and sub-domains of www.Uway, Inc (the “Website”), you agree to be legally bound by these Terms of Service. We reserve the right to revise these Terms of Service and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted. Please note: The company name is referred as Uway inc because it is our registered legal corporation name.

OVERVIEW AND DEFINITIONS

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Uway, Inc is an online marketplace that enables buyers of professional services (“ Students user”) to search for, enter into and manage transactions with providers of professional services (“ Students freelancers” and, collectively with  Students user, “Registered Users”).  The Website contains features that enable Students freelancers and Students user to do, among other things, the following:

 Student’s user: Create profiles, post projects, search for Students freelancers, communicate with Students freelancers, negotiate with Students freelancers, award projects to Students freelancers, manage projects, leave feedback for Students freelancers, and pay Students freelancers.

Student freelancers: Create profiles, advertise capabilities, submit quotes, negotiate with Students user, obtain project awards, invoice, obtain feedback from Students user, and receive payment from Students user.

We also provide Registered Users with certain services described in, and subject to, these Terms of Service (as further defined below, the “Services”). We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted in advance on the Website. Capitalized terms used in these Terms of Service have the following meanings:

“Account” means the account created by the Website upon registration.

“Assumed Payment Liabilities” shall mean that portion of a Students freelancer’s total service charges for a Project which Uway, Inc agrees to assume in consideration of the Service Charges.

“Students user’s Acceptance of Services” shall mean: (i) with respect to an Invoice, a transfer of funds by Students user to Uway, Inc in respect of such Invoice or (ii) with respect to the Safe Pay Service, the earlier to occur of the following: (a) Students user and the Students freelancer agree as to the rightful recipient of the funds or (b) Students user and Students freelancer have concluded the process comprising the Dispute Resolution Service.

 

“Website” means the World Wide Web site operated by Uway, Inc. at http://www.Uwayinc.com or any replacement URL.

 

 

REGISTRATION

 

A. Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to: (1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website; (2) be financially responsible for your use of the Website and the purchase or delivery of services; and (3) perform your obligations as specified by any Project Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service. Uway, Inc reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.

B. Registration. To become a Registered User and to access Services you must register for an Account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness.

C.  Accounts and Profiles.

General. Once you have registered with the Website as a Registered User, the Website will create your Account with Uway, Inc. and associate it with an account number.

Username and Password. During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Website. You authorize Uway, Inc to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.

 

RELATIONSHIPS

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A.   Students user and Students freelancer.

1. Project Agreement. The engagement, contracting and management of a project are between Students user and a Students freelancer. Upon acceptance of a quote, the  Students user agrees to purchase, and the  Students freelancer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between  Students user and  Students freelancer including the Project Bid, Project Description, and other terms and conditions as communicated between  Students user and  Students freelancer on the Website or otherwise, (b) these Terms of Service, and (c) any other content uploaded to the Website by Uway, Inc (collectively, the “Project Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Project Agreement in conflict with these Terms of Service is void.  Student’s user is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner.  Student’s freelancer is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner.  Student’s user and Students freelancer each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.

2. Independence.  Student’s user and Students freelancer each acknowledges and agrees that their relationship is that of independent contractors. The Students freelancer shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Students user-employee relationship between Students freelancer and Students user or between Uway, Inc and any Students user or Students freelancer.

B. Registered Users and Uway, Inc

1. General. Uway, Inc is not a party to the dealing, contracting and fulfillment of any Project between Students user and a Students freelancer. Uway, Inc has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Students freelancers to perform services, the ability of Students user to pay for services, or that an Students user or Students freelancer can or will actually complete a Project. Uway, Inc is not responsible for and will not control the manner in which a Students freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Students freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between Students user and a Students freelancer. Uway, Inc will not provide any Students freelancer with any materials or tools to complete any Project.  Student’s user and Students freelancers must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.

2. Third-Party Beneficiary of Project Agreement.  Students user and Students freelancer each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Project Agreement.  Student’s user and Students freelancer therefore appoint Uway, Inc as a third-party beneficiary of their Project Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Uway, Inc by these Terms of Service.  Students user and  Students freelancers further agree that Uway, Inc has the right to take such actions with respect to the Project Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Uway, Inc in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.

3. Agency. These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Uway, Inc, except and solely to the extent expressly stated.

 

INTELLECTUAL PROPERTY. 

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A. Uway, Inc Content. Your use of the Website and the services provided therein and thereby is governed by the terms of these Terms of Service and the Uway, Inc PP Policy. It is your responsibility to review the Uway, Inc Policy, which is incorporated by reference, and we suggest that you review the IP Policy and print a copy for yourself. The IP Policy is posted on the Website and may be updated from time to time.

B. Registered User Content.

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1. You are solely responsible for information posted on our Website, including but not limited to (a) any audio, video or photographic content (collectively, “Multimedia Content”), (b) any posting or listing made in any public message area, through any email feature or through Uway, Inc’s feedback feature (collectively, “”>Non-Multimedia Content”) and (c) any other content of a personal nature including but not limited to your resume, biography, work history and work product produced for another Registered User including Companies (“Personal Content”). You retain ownership of all Multimedia Content and Personal Content, subject to the licenses granted herein.

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2. You hereby assign to Uway, Inc your rights in any Non-Multimedia Content. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to the Multimedia Content and to use such Multimedia Content for the purpose of advertising and publicizing Uway, Inc products and services and you grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to use the Personal Content for the purpose of providing Services.

3. Your information must not: (a) infringe any third party’s rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography.

4. We do not endorse any information posted by Registered Users and we are not liable for any such information posted on the Website, including but not limited to any information posted about you. We reserve the right to take any action, in our sole discretion, with respect to information posted on the Website which we believe is inappropriate, including but not limited to termination of your Account. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system.

 

THIRD-PARTY INTELLECTUAL PROPERTY

Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of Uway, Inc. Uway, Inc neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Uway, Inc’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

 

COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Uway, Inc is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA.

 

PERMITTED SITE USES

Uway, Inc offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. Uway, Inc makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through escrow, and receive and provide  Students freelancer Services. In addition, certain Visitor Site Services, such as the Uway, Inc Blog and Hiring Headquarters, provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

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PROHIBITED SITE USES

You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

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 EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on the Site or when using the Site Services:

• Seeking, offering, promoting, or endorsing and services, content, or activities that:

  • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;

  • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;

  • would violate (a) Uway, Inc’s Terms of Service, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;

  • regard the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead readers for financial or other gain;

  • regard or promote in any way any escort services, prostitution, or sexual acts; or

  • are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law;

Fraudulent or misleading uses or content, including:

• Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Uway, Inc App, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;

• Misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;

• Using a profile photo that misrepresents your identity or represents you as someone else;

• Impersonating any person or entity, including, but not limited to, an Uway, Inc representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

• Falsely stating or implying a relationship with another User, including an Agency continuing to use a  Students freelancer’s profile or information after the  Students freelancer no longer works with the Agency;

• Falsely attributing statements to any Uway, Inc representative, forum leader, guide or host;

• Falsely stating or implying a relationship with Uway, Inc or with another company with whom you do not have a relationship;

• Allowing another person to use your account, which is misleading to other Users; or

• Falsely stating that one  Students freelancer will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a  Students freelancer that is unable, unwilling, or unavailable to do the work;

• Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;

• Posting identifying information concerning another person;

• Spamming other Users with proposals or invitations or posting the same job multiple times so that more than one version remains active at a given time;

• Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;

• Requesting or demanding free services, including requesting  Students freelancers to submit work as part of the proposal process for very little or no money or posting contests in which  Students freelancers submit work with no or very little pay, and only the winning submission is paid the full amount;

• Requesting a fee before allowing a User to submit a proposal;

• Attempting to or actually manipulating or misusing the feedback system, including by:

  • withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;

  • attempting to coerce another User by threatening to give negative feedback;

  • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system; or

  • offering services for the sole purpose of obtaining positive feedback of any kind;

• Duplicating or sharing accounts;

• Selling, trading, or giving an account to another person without Uway, Inc’s consent;

• Sharing or soliciting contact information, such as email, phone number, or Skype ID, in a profile or job post;

• Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on Uway, Inc to recruit  Students freelancers and/or Clients to join an Agency or another website or company;

• Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or Uway, Inc's proprietary information, including

  • Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site;

  • Bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;

  • Attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;

  • Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;

  • Attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;

  • Collecting or harvesting any personally identifiable information, including Account names, from the Site;

  • Attempting to or imposing an unreasonable or disproportionately large load (as determined in Uway, Inc’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of Uway, Inc or any third party;

  • Accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or

  • Framing or linking to the Site or Site Services except as permitted in writing by Uway, Inc

• Attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or Uway, Inc; or

• Accessing or using the Site or Site Services to build a similar service or application, identify or solicit Uway, Inc Users, or publish any performance or any benchmark test or analysis relating to the Site.

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ENFORCEMENT

We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use or the User Agreement.

 

REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Site Terms or Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

 

WARRANTY DISCLAIMER

THE SERVICES PROVIDED BY UWAY, INC OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

 LIMITATION OF LIABILITY

 IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE WEBSITE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

GENERAL RELEASE

 If you have a dispute with another Registered User, you release Uway, Inc (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.