Pro5’s Terms of Service

The following terms of service (these "Terms of Service"), govern your access to and use of the Pro5 website and web application, including any content, functionality and services offered on or through pro5.ai and app.pro5.ai by Pro5 Pte. Ltd. (Singapore).

Please read the Terms of Service carefully before you start to use the Site. By using the Site, opening an account or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms of Service and our Privacy Statement, found here, each of which is incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Statement, you must not access or use the Site. For more detailed policies surrounding the activity and usage on the Site, please access the designated articles herein.

By using this Site, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

Subject to the conditions set forth herein, Pro5 may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Pro5 will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Pro5, Pro5 will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.



Overview

Only registered users may transact on Pro5 site. Registration is free. In registering for an account, you agree to provide us with accurate, complete and updated information and must not create an account for fraudulent or misleading purposes. You are solely responsible for any activity on your account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your account.

Purpose
This section discusses what Pro5 does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Vendor, Talent or Client, as detailed below.

The Site is a marketplace where Clients, Vendors and Talents can identify each other and advertise, buy, and sell Services online. Subject to the Terms of Service, Pro5 provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

Relationship
Pro5 merely makes the Site and Site Services available to enable Vendors, Talents and Clients to find and transact directly with each other. Through the Site and Site Services, Vendors and Talents may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Vendors and Talents that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Service Contract, Client, Vendor or Talent on their own.

All activities prior to a Service Contract are to be performed wholly using the World Wide Web through the Internet; all activities and interaction between Pro5 and the Clients, Vendors and Talents will strictly only occur through app.pro5.ai.

Users enter into a Service Contract in a self-serviced manner, where the Service Contract is directly between the Users, and Pro5 is not a party to that Service Contract.

You acknowledge, agree, and understand that Pro5 is not a party to the relationship or any dealings between Client, Vendors and Talents. Without limitation, Users 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 Services; and/or (e) paying for Services. You further acknowledge, agree, and understand that you 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 (defined below). Pro5 does not make any representations about or guarantee the truth or accuracy of any Vendor’s, Client’s or Talent’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Vendors, Talents or Clients; and does not guarantee the work of Vendors or Clients. You acknowledge, agree, and understand that Pro5 does not, in any way, supervise, direct, control, or evaluate Vendors, Talents or their work and is not responsible for any Service Contracts, contract terms or Work Product. Pro5 makes no representations about and does not guarantee, and you agree not to hold Pro5 responsible for, the quality, safety, or legality of Services; the qualifications, background, or identities of Users; the ability of Vendors and Talents to deliver Services; the ability of Clients to pay for Services; User Content and statements or posts made by Users; or the ability or willingness of a Client, Vendors or Talents to actually complete a transaction. While Pro5 may provide certain badges on Vendors, Talents or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Vendor, Talent or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Vendor or Talent Services or Client Service Contract.

You also acknowledge, agree, and understand that Vendors and Talents are solely responsible for determining, and have the sole right to determine, which Service Contracts to accept; the time, place, manner, and means of providing any Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Pro5, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Pro5 will not have any liability or obligations, including under or related to Service Contracts and/or Services for any acts or omissions by you or other Users; (iii) Pro5 does not, in any way, supervise, direct, or control any Vendor, Talents or Vendor Services or Talent Service; does not impose quality standards or a deadline for completion of any Vendor Services or Talent Services; and does not dictate the performance, methods or process Vendor or Talent uses to perform services; (iv) Vendor/Talent is free to determine when and if to perform Vendor/Talent Services, including the days worked and time periods of work, and Pro5 does not set or have any control over Vendor’s and Talent’s pricing, work hours, work schedules, or work location, nor is Pro5 involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Vendors and Talents for a Service Contract; (v) Vendors and Talents will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Pro5 does not, in any way, provide or guarantee Vendors and Talents a regular salary or any minimum, regular payment; (vi) Pro5 does not provide Vendors and Talents with training or any equipment, labor, tools, or materials related to any Service Contract; (vii) Pro5 does not provide the premises at which Vendors and Talents will perform the work; (viii) unless otherwise agreed with their Client, Vendors and Talents may use subcontractors or employees to perform Services by delegating work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Vendor’s/Talent’s subcontractor(s) or employee(s); and (ix) Pro5 does not provide shipping services for any physical Work Product. If a Vendor/Talent uses subcontractors or employees, Vendor/Talent further agrees and acknowledges that this Section applies to Pro5’ relationship, if any, with Vendor’s/Talent’s subcontractors and employees as well and Vendor/Talent is solely responsible for Vendor’s/Talent’s subcontractors and employees.

Without limiting the foregoing paragraph, if you are a Vendor or Talent, you expressly acknowledge, agree, and understand that: (1) the Vendor is solely responsible for paying its Talents for work performed on behalf of the Vendor and that such payments will not be made through the Site; (2) Pro5 is not a party to any agreement between the Vendor and its Talents and does not have any liability or obligations under or related to any such agreement, even if the Vendor or Talents defaults; (3) neither Vendor nor Talents are employees or agents of Pro5; (4) Pro5 does not, in any way, supervise, direct, or control the Vendor or Talents; (5) Pro5 does not set Vendors’ or Talents’ 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; (6) Pro5 does not provide Vendors or Talents with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Pro5 does not provide the premises at which the Vendor or Talents will perform the work; and (8) Pro5 makes no representations as to the reliability, capability, or qualifications of any Vendor or Talents or the ability or willingness of any Vendor to make payments to or fulfill any other obligations to Talents, and Pro5 disclaims any and all liability relating thereto.

Basics
Clients may not offer direct payments to Vendors and Talents using payment systems outside of the Pro5 platform.

Pro5 retains the right to use all publicly published delivered works for Pro5 marketing and promotional purposes.

Purchasing
Vendors and Talents may not offer Clients to pay or make payment using any method other than through the app.pro5.ai site. In case you have been asked to use an alternative payment method, please report it immediately to security@pro5.ai.


Service contracts

Basics
Once payment is confirmed, your Work Order will be created and given a unique Pro5 identifier. Vendors and Talents will only start work when there is a confirmed Work Order in the Pro5 site.

Vendors and Talents must deliver completed files and/or proof of work using the “Submit” button according to the scope that was agreed and indicated in the Work Order.

The “Submit” button may not be abused by Vendors and Talents to circumvent Order guidelines described in these Terms of Service. Using the “Submit” button when an Order was not fulfilled may result in a cancellation of that Order after review, affect the Vendor’s/Talent’s rating and result in a warning to Vendors/Talents.

An Order is marked as “Accepted” after it is marked as “Delivered” and then accepted by the Clients. An Order will be automatically marked as Complete if not accepted and no request for modification was submitted within 3 days after the Order was marked as Delivered.

Disputes and Cancellations
We encourage our Clients, Vendors and Talents to try and settle conflicts amongst themselves. If for any reason this fails or if you encounter non-permitted usage on the Site, users can contact Pro5 for assistance.

Confidentiality
Vendors and Talents should recognize that there might be a need for Clients to disclose certain confidential information to be used by Vendors and Talents for the purpose of delivering the ordered work, and to protect such confidential information from unauthorized use and disclosure. Therefore, Vendors and Talents agree to treat any information received from Clients as highly sensitive, top secret and classified material. Without derogating from the generality of the above, Vendors and Talents specifically agree to (i) maintain all such information in strict confidence; (ii) not disclose the information to any third parties; (iii) not use the information for any purpose except for delivering the ordered work; and (vi) not to copy or reproduce any of the information without the Client’s permission. Vendors and Talents also agree to the NDA section below.



Payment Terms & Conditions
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Fees
There will be no fees applied to Vendors and Talents except for transfer bank charges, credit card, forex or applicable taxes if there are any. Pro5 will charge a platform fee on top of the total Work Order cost to the Client. This fee is for the use of the Site Services, including, but not limited to, the Work Orders, communication, invoicing, reporting, dispute resolution and payment services.

Payment Terms
Clients are required to pay a Deposit of the total Work Order value plus the platform fee before the Vendors/Talents can start working on the Work Order. The total Work Order value will be paid-out to the Vendors once the Work Order is “Accepted” by the Client. Any payout made to the Vendors/Talents will no longer be refunded to the Client.

Taxes
Pro5 may be required by applicable laws to charge users with indirect taxes (e.g. Sales Tax, VAT, GST) or to withhold taxes. In such instances, any amounts Pro5 is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Pro5 under the Terms of Service. Users are responsible for paying any direct or indirect taxes, including any GST, VAT, or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction.

Bank Fees, Credit Card Fees, Finance Charges and Forex
Bank fees, credit card fees, finance charges and Forex conversion charges will be borne by the Users. These charges are in addition to the Work Order price, and in any event, any such charges will always be displayed to the Client before payment and Vendors and Talents before payout.

No Interest
The Client agrees that the client will not receive interest or other earnings on the Deposit held in Pro5’s bank account. Pro5 may charge or deduct fees, may receive a deduction in fees or expenses charged, and may receive other compensation in connection with the services provided.

Order Cancellation/Refund



Privacy Statement

Collecting Personal Data

Information provided by you
You directly provide us with most of the information we collect. You do this by filling out the registration details on the Site, linking to your Pro5 account via other social networks, completing application forms, skill tests and customer surveys (if any) as well as by posting and sharing additional information voluntarily. This can include information about Vendors, Talents and their Services, education and profession, sharing of portfolio, ratings and feedback by Clients and anything you choose to add to your user profile.

Information we collect when you use the Site
We collect technical information indirectly and automatically through our systems. This information includes logging your Internet Protocol (IP) address, software configuration, operating system and use of cookies (cookies are small files sent from us to your computer and sometimes back). Cookies ultimately help us improve your navigation and ease of use of our Site.

Information we collect from other sources
We receive information from third party vendors and/or other commercially available sources.


Use of Personal Data and Information

We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.

WE USE INFORMATION WE COLLECT:

We use your Personal Information for the purposes described above:



Limitation on Liability

IN NO EVENT WILL PRO5, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The term “Affiliate” referred to herein, is an entity that, directly or indirectly, controls, or is under the control of, or is under common control with Pro5, where control means having more than fifty percent (50%) voting stock or other ownership interest or the majority of voting rights of such entity.



Non-Disclosure Agreement

This non-disclosure agreement (“Agreement”), dated as of the submission time in the electronic form below is made between the user of the Pro5.ai and app.pro5.ai sites who is the provider of the professional services (“Vendors” and “Talents”) and the user of such professional services (“Client”).

For the purposes of enabling the Vendors and Talents to provide the professional services to the Client, the Client has agreed to provide the Vendors and Talents with written and oral information (“Confidential Information”) concerning the Service Contract which the is to complete subject to the terms of this Agreement.

The parties agree as follows:

  1. The Confidential Information shall be kept in strict confidence by the Vendors and Talents and shall not be used, without the Client’s prior written consent, for any purpose other than in connection with the completion of the Service Contract. The Confidential Information shall not be disclosed to any persons other than those Representatives (as defined below) who have a need to know. “Representatives” shall mean the affiliates, directors, officers, employees, professional advisers and agents of the Vendors and Talents. The Vendors and Talents shall inform its Representatives of the confidential nature of the Confidential Information and shall direct its Representatives to hold the Confidential Information in strict confidence.
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  2. The restrictions in paragraph 1 shall not apply to any information which: (a) is or becomes generally available to the public through no violation of this Agreement; (b) was available to the Vendors and Talents on a non-confidential basis prior to its disclosure to the Vendors and Talents by the Client; (c) becomes available to the Vendors and Talents on a non-confidential basis from a source other than the Client provided that such source is not bound by an Agreement with the Client; or (iv) is required to be disclosed to any court, regulatory authority, other governmental authority or pursuant to any requirement of law.
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  3. At the request of the Client, the Vendors and Talents shall return all Confidential Information received from the Client and shall not retain any copies of, or other reproductions or extracts of, the Confidential Information, except as it may retain in accordance with prudent business practices (any retained material shall remain subject to the provisions of this Agreement without any time limit).
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  4. The Vendor/Talent acknowledges and agrees that the Client is not making any representation or warranty, express or implied, as to the accuracy, correctness or completeness of the Confidential Information. The Vendor/Talent agrees that neither the Client nor any of its affiliates, directors, officers, employees, professional advisors or agents shall have liability to the Vendors resulting from the use of the Confidential Information by the Vendors or the Representatives
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  5. Notwithstanding any other remedies which may be available to the Client, the Vendor/Talent indemnifies and must keep the Client indemnified against any loss or expense suffered or incurred by the Client directly or indirectly in connection with or arising out of or as a result of the breach by the Vendors, Talents or its Representatives of any of the terms of this Agreement.
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  6. This Agreement is governed by and shall be construed in accordance with the laws of Singapore and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore.
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  7. This Agreement shall not be amended or modified, and none of the provisions shall be waived, except in writing signed on behalf of the parties or, in the case of a waiver, on behalf of the party making the waiver.
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