Freelancer Agreement

PLEASE READ THIS FREELANCER AGREEMENT CAREFULLY BEFORE ACCESSING OR USING Livelii. YOU HAVE EXPRESSLY AGREED TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (COLLECTIVELY, THE “AGREEMENT”), BY ACCESSING OR USING Livelii AND BY SIGNIFYING YOUR CONSENT DURING THE REGISTRATION PROCESS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE Livelii. QUESTIONS AND CONCERNS REGARDING THIS AGREEMENT SHOULD BE DIRECTED BY E-MAIL TO: hey@livelii.io. THIS AGREEMENT IS A BINDING LEGAL CONTRACT BETWEEN YOU (“you” or “your”) AND 2617218 ONTARIO INC. C.O.B. AS “Livelii” (“Livelii”, “we”, “us” or “our”). TOGETHER WITH ANY ADDITIONAL TERMS GOVERNING SPECIFIC SERVICES, FEATURES AND FUNCTIONS MADE AVAILABLE VIA Livelii, THIS AGREEMENT COVERS YOUR USE AND PARTICIPATION IN Livelii AND ITS RELATED SERVICES.

THIS AGREEMENT CONTAINS IMPORTANT TERMS AND CONDITIONS THAT AFFECT YOU AND YOUR USE OF Livelii, INCLUDING A PROVISION REGARDING BINDING ARBITRATION OF DISPUTES AND A WAIVER OF CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. PLEASE READ THE “DISPUTE RESOLUTION” SECTION (SECTION 19) IN ITS ENTIRETY.

WE RESERVE THE RIGHT AT ANY TIME TO CHANGE ANY OF THE TERMS CONTAINED HEREIN OR ANY INFORMATION CONTAINED IN Livelii. ANY SUCH CHANGES WILL APPEAR ON THE INDIVIDUAL PAGES OF Livelii AND/OR ON THIS SCREEN. BY USING Livelii, YOU AGREE IN ADVANCE TO ACCEPT ANY SUCH CHANGES WHICH ARE EFFECTIVE UPON POSTING.

In the event of conflicts between the terms and conditions of any of the related policies and agreements, the terms in the body of this Agreement shall govern unless expressly stated by us to the contrary.

Furthermore, you may elect to receive certain features and services from Livelii. The provision of all such features and services shall be subject to the terms of this Agreement. In the event that any separate description of any specific features and services conflict with the terms in the body of this Agreement, the terms in the body of this Agreement shall govern and take precedence unless expressly stated by us to the contrary.

As used in this Agreement, “Livelii” means the features and services made available to you from the Livelii platform or from certain sites owned or controlled by Livelii or by its affiliates or subcontractors. Any features and services provided by third party service providers (including without limitation Stripe, Versapay and the provider of the Group Benefits plan) shall be subject to agreements or policies agreed by you with those third party service providers.

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings attributed to them in the referenced sections:

Active” means, in respect of a member’s status, that such member (i) maintains a monthly or annual membership without payment default, (ii) performs professional services in accordance with the qualification requirements set out in section 1.1, and (iii) has not had their membership otherwise terminated in accordance with the terms of this Agreement.

Aggregated Data” has the meaning given to it in section 4.8.

Balance” has the meaning given to it in section 7.3.

Bank Account” has the meaning given to it in section 8.1.

“Beta Services” has the meaning given to it in section 5.1.

Buyer” has the meaning given to it in section 3.2. 

“Confidential Information” has the meaning given to it in section 13.1.

“Content” has the meaning given to it in section 3.1.

Eligible”, as the term relates to entitlement to participation in the Group Benefits plan, has the meaning given to it in section 1.5.

Freelancer” means a person using Livelii as a platform to facilitate and process payments from Buyers for qualifying services provided by the Freelancer, and in such capacity is a party to and agrees to the terms and conditions of this Agreement.

Freelancer Account” has the meaning given to it in section 1.2.

“Freelancer Information” has the meaning given to it in section 13.6.

Inactive” refers to any member that Livelii determines in its discretion fails to comply with or satisfy any of the requirements of being an Active member.

“Membership Fee” has the meaning given to it in section 9.2

Pooled Account” has the meaning given to it in section 7.3.

“Processor” has the meaning given to it in section 7.2. 

“Reserve Account” has the meaning given to it in section 7.4.

“Taxes” has the meaning given to it in section 9.4.

“Collection Rate” has the meaning given to it in section 7.1.


1. Qualification & Rules

1.1 Qualification to access and use Livelii under a Freelancer Account is limited to (a) individuals or solely-owned personal services corporations (b) that provide any of the services qualifying for the following North American Industry Classification System (NAICS) designations: 115, 213, 511, 512, 515, 518, 519, 541, 551, 561, 661, 711, 811, or 812, (c) on a fee-for-service basis. Livelii is intended as a platform to facilitate and process payments from Buyers for contract services provided by the Freelancer, and accessing and using Livelii for the purposes of the marketing, sale and/or distribution of tangible products is prohibited and shall be a material breach of this Agreement.

1.2 In order to access and use Livelii, you are required to register for an account (“Freelancer Account”). When registering and creating a Freelancer Account, you agree to: (a) provide accurate, current and complete account and other banking information; (b) maintain the security of your password, not share your password with any other person and accept all risks of unauthorized access to your account; and (c) promptly notify us if you discover or otherwise suspect any security breaches related to Livelii.

For the purposes of verification of your identity and authority in connection with the registration creation of a Freelancer Account, you expressly consent to our using certain of your personal information such as your full name, date of birth and other personal details, third party provider identifiers such as mobile phone number, and consultation with credit bureaus and other applicable third parties. We will also confirm the existence of incorporated entities with government sources.

Livelii members are required to engage in a monthly subscription plan (“Membership Fee”) which may qualify for a promotion if indicated in your account. Members will be billed on the 1st of the month, if a member joins at any other time within the month a pro-rated membership fee and associated benefits at their displayed membership rate. You may cancel your account at any time under the termination provisions enclosed.

1.3 By registering for a Freelancer Account and each time you access and use Livelii, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) all information you submit or post via Livelii, including your profile and your Freelancer Account is truthful and accurate; (c) you will maintain the currentness and accuracy of all such information; (d) your use of Livelii does not violate any applicable law or regulation. Your Freelancer Account may be deleted and your Freelancer Account may be suspended or terminated without warning and without any liability whatsoever, if we believe, in our sole discretion, that you are violating this Agreement. Your Freelancer Account is subject to verification. We may deny a Freelancer Account in our sole discretion without liability to you. You agree and consent to authorizing us to periodically audit the validity of the information in your Freelancer Account. If you are registering on behalf of your company or another entity, you represent that you are authorized to enter into, and bind the entity to, this Agreement and register for Livelii; and (e) you provide your express consent to receive emails pertinent to your account information and activity via electronic messaging (email). You may unsubscribe from marketing communications at any time.

1.4 Excluding any payment information, we may include any information from your Freelancer Account profile to create, maintain, host and publish a directory listing.

1.5 Membership on the Livelii platform affords you access to a freelancer benefits program. The initial benefit of the program is the ability to gain membership to a Group Benefits plan secured by Livelii and made available by a third party Canadian insurance provider. The program offered by Livelii shall have stipulations as set out in this section and within the terms and conditions of the specific Group Benefits plan. 

If you can demonstrate that you have membership in another group benefits plan comparable in scope to that offered through Livelii, you may apply to be exempted in the Livelii Group Benefits plan, such exemption to be wholly in the discretion of Livelii. If you are exempted from membership in the Livelii Group Benefits plan, funds earned through your collection rate may be used for any other freelancer benefit program made available from time to time by Livelii. 

You will earn freelancer benefit funds based on the subscription fees and collection rate fees paid by you and/or your clients in the course of your participation on the Livelii platform. Livelii will publish from time to time its schedule of fees and associated collection rates. Livelii shall also accrue and deposit to a segregated bank trust account a cash balance that is equal to the dollar value of your earned freelancer benefits funds.

To be enrolled in the Group Benefits plan you must first earn enough freelancer benefits funds having a monetary value equal to the estimated premium for 12 months of coverage. Livelii will estimate such premiums based on the currently prevailing premium rates negotiated by Livelii with the Group Benefits service provider, plus an additional 10% as a buffer for future annual rate increases charged by the service provider.

Upon your freelancer benefits account attaining a credit balance such that your funds equal the 12-month premium target, you will be enrolled in the Group Benefits plan. The current premium shall then be redeemed from your freelancer benefits account in equal monthly withdrawals of reward points. 

We will provide notice in the event that (i) we determine that you have become Inactive OR (ii) you have a 6 months or less remaining freelancer benefits balance. You acknowledge and agree that in order to maintain Group Benefits enrolment you must both remain (i) Active, and (ii) “Eligible” by maintaining a sufficient balance in your freelancer benefits account to cover the monthly prorated withdrawals.

Freelancer benefits funds earned in excess of the estimated 12-month Group Benefits premium can at your option be held for future Group Benefits monthly premiums OR redeemed for cash value (paid days off). All enrolled Group Benefits members will be issued a T4A tax slip for taxable benefits in respect of the participation in the Group Benefits plan or a T4A tax slip for taxable earned income in respect of freelancer benefits redeemed for cash value, which in either case shall accordingly be reported to the Canada Revenue Agency.

Termination of your account or becoming Inactive will terminate your enrolment in the Group Benefits plan immediately. Earned freelancer benefits funds will be held for a period of 6 months from the date of termination or when you became Inactive and if you do not reactivate your account during that 6-month period, your earned freelancer benefits will be forfeited. On June 30 and December 31 forfeited freelancer benefit balances will be removed from the terminated or Inactive accounts and will be reallocated across the Active membership on a pro rata basis determined by length of consecutive monthly membership.

2. Grant of Rights to Livelii

2.1 Except as otherwise agreed upon, we hereby grant you a limited, nonexclusive, non-assignable or transferable right to access and use Livelii solely for your own or your company’s purposes, subject to your compliance with this Agreement. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, rent, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Livelii, except as expressly permitted by us or as permitted under applicable law. Any unauthorized use of Livelii is strictly prohibited and will terminate the rights granted in this section. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.

3. Content

3.1 You may submit, post, upload, publish, email, send or otherwise transmit content, including, but not limited to, text, images, photos, videos, sounds, software and other information and materials (collectively, “Content”). Unless otherwise agreed to, we do not claim any ownership rights in or to the Content. By submitting Content through Livelii, you grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free and fully sublicensable right to use, copy, display, store, adapt, perform and distribute such Content in connection with LANCE. You irrevocably consent to any and all acts or omissions by us or persons authorized by us that may infringe any moral right (or analogous right) in the Content. You understand that whether or not such Content is published, we do not guarantee any confidentiality with respect to any such Content.

3.2 Please remember that while Livelii is not a public forum, Content is accessible to and viewable by other users of Livelii who have acquired or will be acquiring services from Freelancers (each a “Buyer”). Except as may be required to register and/or maintain your Freelancer Account, do not submit personally identifiable information (e.g. first and last name together, password, phone number, address, credit or debit card number, medical information, e-mail address, or other contact information).

3.3 You are solely responsible for your Content and you represent and warrant that (a) you either are the sole and exclusive rights owner of your all Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to grant to us the rights specified in this section; (b) the provision of your Content, and our subsequent use of such Content, does not and will not infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; (c) your Content does not violate our community standards; (d) the Content does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or passwords; (e) the Content does not offer any tangible products either alone or in conjunction with ancillary services (including installation, training or integration services); and (f) the Content does not offer or disseminate fraudulent services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations.

3.4 We have no responsibility or liability for Content made available through Livelii, and we have no obligation to screen, edit or monitor such content. However, we do reserve the right, and have absolute discretion, to remove, screen or edit Content at any time and for any reason.

3.5 Certain Buyer provided Content may be subject to additional terms, which such terms shall be solely between you and the applicable Buyer. We have no responsibility or liability with respect to your access to or use of such Buyer Content, or any content or functionality contained therein. In no event shall we be considered the licensor or provider of any Buyer Content, to have granted any rights to use any Buyer Content, to have assumed any obligations with respect to the Buyer Content, or to have made any representations or warranties with respect to the Buyer Content.

4. In Using or Accessing Livelii You Agree That:

4.1 By accessing or using Livelii or the Content, you agree that you will not: (a) access or use Livelii or Content in any manner that could interfere with, disrupt, negatively affect or inhibit anyone from fully enjoying and using Livelii or the Content; (b) damage, disable, overburden or impair the functionality of Livelii or the Content in any manner; (c) access or use Livelii or the Content for any illegal or unauthorized purpose, including for the purposes of circumventing Livelii, or engage in, encourage, or promote any illegal activity, or any activity that violates this Agreement, community standards or any other terms or policies provided in connection with Livelii or the Content; (d) use or attempt to use another user’s account without authorization from such user; (e) modify, adapt, hack or emulate Livelii or the Content or “frame”, “mirror” or otherwise copy any portion of Livelii without our express written authorization; (f) use any robot, spider, crawler, scraper or other automated means or interface not provided or authorized by us to access Livelii or the Content or to extract data; (g) circumvent or attempt to circumvent any filtering, security measures or other features designed to protect Livelii or the Content, or third parties; (h) infringe upon or violate our rights and/or those of our users or any third party; (i) attempt to access or search Livelii or download Content from Livelii through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than via the online platform and/or search agents provided by us; (j) access, tamper with, or use non-public areas of Livelii, our computer systems, or the technical delivery systems of our providers; (k) gather and use information, such as other users’ names, real names, email addresses, available through Livelii to transmit any unsolicited advertising, junk mail, spam or other form of solicitation; (l) use Livelii for any commercial purpose or for the benefit of any third party or in any manner not authorized by this Agreement; or (m) encourage or enable any other individual to do any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting anyone who violates this Agreement.

4.2 Without limiting any of the foregoing, you agree not to sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, tobacco (including e-cigarettes), alcohol products as well as any products or services that (a) you cannot legally sell, (b) are misrepresented, or (c) if sold using Livelii, could cause us or our affiliates and licensors to violate any law, statute or regulation.

4.3 You will not take any actions which may undermine the Freelancer referral system, or the Freelancer feedback system used to solicit feedback from other users, including without limitation leaving positive feedback for yourself or other users, using secondary Freelancer names or third parties or leaving negative feedback if a user fails to perform some action that is outside the scope of the services contracted for via Livelii.

4.4 This Agreement applies to all transactions, negotiations and other communications occurring that are initiated or facilitated, in whole or in part, using Livelii. While the Agreement establishes the general rules and procedures for such interactions via Livelii, the specific terms and conditions of transactions entered into between such transacting parties (such as pricing, delivery, warranties, refunds and confidentiality) must be established and mutually agreed upon separately by such parties. The transacting parties are responsible for ensuring that any services contracted as between them that are ultimately intended for the consumer shall comply with all applicable laws, including consumer protection legislation.

4.5 Livelii includes various product and service offerings including processing invoicing and ETF payments between Freelancers and their respective Buyers. You acknowledge and agree that we are not a party or an agent of any transactions conducted between you and Buyers and third parties, whether independently of or through Livelii. We do not set, control or endorse the price, contract terms, quality, safety, conformance or legality of the services advertised or offered for sale via Livelii, the ability to sell services or the ability of Buyers to buy such services. We cannot be held responsible for any Buyer’s failure to comply with laws or regulations concerning their Content. Instead, Livelii acts as a technology service that allows you to submit invoices to and receive payment from Buyers. We cannot, and do not, control whether any transaction will be completed. Notwithstanding that we will facilitate payments via electronic funds transfers services, we are not responsible for, and do not guarantee or warrant payment or collection with respect to orders made with Buyers or with respect to services made available to Buyers. You shall determine, in your sole discretion and without any input from or reliance upon us, which Buyers are authorized to do business with you. We do not represent or warrant the effectiveness or validity of any transaction in the participating Buyers’ or users’ respective jurisdictions and do not endorse any contracts or agreements arising or resulting from any transaction on Livelii.

4.6 If you have a dispute with a Buyer, or suffer any harm arising out of or connected with any Buyer, you hereby waive all claims against and release Livelii (and its subsidiaries, employees, officers, directors, shareholders, suppliers, joint ventures and agents) and Livelii from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Livelii, any Buyer or with regard to such disputes.

4.7 Livelii is not responsible for any billing dispute. All disputes must be resolved directly between you and the applicable third party providers and Buyers. The Freelancer must pursue the dispute directly with the buyer and Livelii shall have no liability.

4.8 We own the aggregated and statistical data derived from the operation of Livelii, including, without limitation, the number and types of transactions, configurations, and reports processed in Livelii and the performance results for Livelii (the “Aggregated Data”). Nothing herein shall be construed as prohibiting us from utilizing the Aggregated Data for purposes of operating our business, provided that our use of Aggregated Data will not reveal your confidential information, including without limitation your specific data entered by you into Livelii. Except as set forth above, as between you and us, you retain all right, title and ownership of your Confidential Information.

4.9 We reserve the right, upon reasonable notice, to: (a) charge for access to some or all of Livelii, charge for access to premium functionality, content or other features or services offered by Livelii, or require a subscription or account registration to access some or all of Livelii; (b) change terms and conditions for Livelii or portions thereof; and (c) restrict access to Livelii or portions thereof, in whole or in part, based on any lawful eligibility requirements we may elect to impose (e.g. geographic or demographic limitations). You are responsible for obtaining and maintaining, at your sole cost, your connectivity and all related technology and other equipment and software, and services necessary for you to access and use Livelii.

5. Beta Services

5.1 From time-to-time we may release certain new functionalities or services to be made available in connection with Livelii (the “Beta Services”). Such Beta Services are pre-release versions of features, functionality or services that have not been generally released to all users. In the event you use, test or evaluate any of the Beta Services as provided by us, you acknowledge and agree that: (a) the Beta Services will be experimental and will not have been fully tested; (b) the Beta Services may not meet your requirements; (c) the use or operation of the Beta Services may not be uninterrupted or error free; (iv) your use of the Beta Services will be for purposes of evaluating and testing the new functionality and services and providing feedback to us; and (d) you shall inform your personnel and other users regarding the nature of the Beta Services. Your use of the Beta Services shall be subject to all of the terms and conditions set forth herein and the Agreement. You shall promptly report any errors, defects, or other deficiencies in the Beta Services to us. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that you may have against us and our suppliers and licensors arising out of your use of the Beta Services.

6. Termination

6.1 Without limiting other remedies, we reserve the right to suspend and/or terminate your Freelancer Account and/or your right to access and use Livelii or Content, whether in whole or in part, if you violate this Agreement or any other terms or policies referenced herein, or if you otherwise create risk or possible legal exposure for us, pose an unacceptable credit or fraud risk to us, or provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

6.2 You may terminate this Agreement at any time by indicating on Livelii your intention to close your Freelancer Account. 

If you notify us prior to the 15th day of the month, then this Agreement and the Freelancer Account will terminate with effect as of the last day of that same month. If you notify us on or after the 15th day of a month then this Agreement and your Freelancer Account will terminate with effect as of the last day of the next following month and you will be subject to charge of the Membership Fee for that last month.

Any pending transactions at the time you terminate your Freelancer Account will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid out to you, assuming all payout-related authentication requirements have been fulfilled. If an investigation is pending at the time you close your Freelancer Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you. Unless otherwise agreed by Livelii pursuant to a reactivation program or offer, any freelancer benefit funds balance held by you in respect of prospective Group Benefits at the time of closure shall expire and you shall receive no form of payment or other compensation for such expired funds.

6.3 If your Freelancer Account is terminated or suspended, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using Livelii and the Content, (c) that the rights granted under this Agreement shall immediately cease, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination or suspension of access to Livelii or for deletion of your information or account data.

6.4 We will not be liable to you for compensation, reimbursement, or damages in connection with your use of Livelii, or in connection with any termination or suspension of Livelii. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

7. Freelancer Account

7.1 Livelii allows you to accept payments from Buyers. Buyers may remit payment to you via Livelii, which deposits the payment directly into your Freelancer Account via an electronic bank transfer, less a fee in accordance with the then-current posted rates for every payment processed via Livelii (the “Collection Rate”). All Collection Rate’s are charged at the time the transaction is processed and is deducted first from your Freelancer account payment or the Buyer’s account prior to transferring the funds to the applicable Freelancer. Your collection rate is set at your discretion but will mandatorily include a 2% discount incentive allocated to clients paying within a 30 day period from the first instance in which an invoice and payment request was sent. Livelii will withhold a portion as indicated in the application for administrative purposes. The balance less collection rate will be deposited to your account upon redemption and confirmation. It should be noted that using the “within my rate” display will increase the revenue reported to the CRA in annual earnings. Livelii will issue you an expense receipt for the collection rate applied to the invoice/payment request with applicable taxes based on your region. 

7.2 We are not a bank and do not offer banking services. Except for our limited role in processing payments, we are not involved in any underlying transaction between you and any Buyer. We take no responsibility for the quality, fitness, safety, reliability, legality of any transaction. We do not guarantee payment on behalf of any Buyer. You acknowledge that (a) we are acting on your behalf solely to process, administer and maintain funds as part of your Freelancer Account, (b) we may use the services of one or more third party processors and/or financial institutions to process your transactions (each a “Processor”), and (c) no partnership, joint venture, employee-employer, franchisee-franchiser, creditor-debtor, escrow, or other fiduciary relationship is intended or created by the establishment of your Freelancer Account or this Agreement. We are not your agent in connection with any transaction conducted by you, and we have no liability for, or relationship to, such transaction.

7.3 We will hold money that you collect from Buyers in your Freelancer Account (your “Balance”). When you carry a Balance, your funds will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more Canada Deposit Insurance Corporation (CDIC) insured banks or registered MSB by us on your behalf and for the benefit of you and other participants holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any Pooled Account. We will hold the funds associated with your Freelancer Account separate from our corporate funds, will not use your funds for our corporate purposes, will not voluntarily make the funds available to our creditors in the event of bankruptcy, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As partial consideration for using Livelii, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve Account.

7.4 We may require that you either maintain a minimum balance in your Freelancer Account or establish a separate reserve account (a “Reserve Account”) to secure the performance of your obligations under this Agreement. Without limiting the foregoing, we may require a Reserve Account in the event of a Chargeback or if you have a high rate of Chargebacks (described in Section 9), refunds, or complaints from Buyers. We may fund the Reserve Account through any or all of the following, in each case, at such times and in such amounts as determined by us to be sufficient to secure your obligations under this Agreement: (a) funds deposited by you at our reasonable request; (b) funds due to you; or (c) at your election, funds withdrawn by us from any Bank Account (defined Section 8.2) or account designated by you. You hereby (i) grant us a security interest in and lien on any and all funds held in any Reserve Account, and (ii) authorize us to make any withdrawals or debits from the Reserve Account, without prior notice to you, to collect amounts that you owe us or other users under this Agreement, including without limitation for any reversals of deposits or transfers made to your Freelancer Account. You agree to execute any additional documentation required for us to perfect our security interest in any funds in the Reserve Account. This security interest survives for as long as we hold funds in your Reserve Account.

7.5 If there is no activity in your Freelancer Account (including without limitation access or payment transactions) for at least two (2) years, consecutively, and you are currently holding a Balance, we will notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Freelancer Account open. If you do not respond to our notice within thirty (30) days, we will automatically close your Freelancer Account. If upon termination of your account there are amounts held by us on your behalf which we cannot refund to you, we may be required to escheat such amounts to the province in which you reside.

7.6 You will all times adhere to all applicable laws, rules, and regulations applicable to your use of Livelii, including, without limitation, any acceptable use policies applicable to Livelii. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell Livelii on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party. We may inspect your Freelancer Account for any reason, including without limitation to investigate any alleged violation of this Agreement, our policies or any third-party complaints. In the event that we determine, in our sole discretion, that your conduct or actions (including, without limitation, your employees) are objectionable, unlawful, potentially infringing, or otherwise in violation of this Agreement or our policies, we may take any action that we deem appropriate and reasonable to protect our systems, facilities, users, or third parties. Such corrective action includes, but is not limited to: (a) issuing a warning; (b) immediately suspending or terminating Livelii; and (c) restricting or prohibiting access to your Freelancer Account. Subject to applicable law, we may access, use, and disclose transaction information about your use of Livelii or your Freelancer Account (including without limitation any transfers to your Freelancer Account) to: (i) comply with law (e.g., a lawful subpoena); (ii) to enforce or apply our agreements with you; (iii) initiate, render, bill, and collect for Livelii; (iv) protect our rights or property; or (v) protect other users from fraudulent, abusive, or unlawful use of Livelii.

8. Transactions

8.1 By registering for Livelii, you authorize us to hold, receive, and disburse funds on your behalf in accordance with your payment instructions, subject to the terms of this Agreement. To process payment transactions that you authorize, we (or third parties acting on our behalf) may debit or credit (as appropriate) your Balance, or the Canadian chequing account or other preauthorized payment-enabled Canadian bank account that you registered with us (your “Bank Account”). If there is an error in the processing of any transaction described above, you authorize us to initiate debit or credit entries to your Balance or Bank Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit the Bank Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other Bank Account or payment instrument that you have on file with us. Your authorizations will remain in full force and effect while you maintain your Freelancer Account with us and for any Bank Account listed.

8.2 Funds for any given transaction will not be available until the transaction is deemed complete. As applicable, transactions will be deemed complete when the funds are received by us, including in the Pooled Account. Funds in your Account may be withdrawn only by direct deposit via preauthorized payment to your Bank Account. You must have a Canadian Bank Account to withdraw funds paid to you using Livelii. We may restrict access to funds in your Freelancer Account for the time that it takes for us to complete any pending investigation or resolve a pending dispute or as required by law or court order or if otherwise requested by law enforcement or any governmental entity.

8.3 Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Freelancer Account and your use of Livelii, and (b) reconciling all payment activity to and from your Freelancer Account and all other transactional information that is associated with your Freelancer Account. Upon the termination of this Agreement for any reason, we will have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any transactions submitted by you through Livelii.

8.4 You agree to cooperate with us to resolve complaints involving you. You will respond to our inquiries and deliver to us any information reasonably requested by us regarding any disputed transactions within ten (10) business days of our request. If a Buyer files a complaint, we may place the disputed amount on hold (from any other processed payments) and you will not be able to withdraw the amount until the complaint is resolved. We may transfer the disputed amount to the Buyer as a Chargeback to you (as described in Section 9) if you fail to timely respond to a complaint or fail to honor any agreement for the resolution of a complaint. If a dispute arises between you and a Buyer, you release us (and our agents and employees) from any and all claims, demands, and any damages (actual and consequential) in any way connected with the dispute and the transaction. We have no obligation to, and cannot guarantee, we will resolve any disputes related to any transaction.

8.5 We offer tools to help you conduct activities on Livelii, such as enabling you to invoice and collect payments. How you conduct your activities is your responsibility. We are not a party to your transaction and therefore not liable for it. You are solely responsible for your activities, including compliance with applicable laws and regulations, including without limitation any taxes related to the purchase or sale of products or services, collecting, reporting and remitting required taxes to relevant government authorities, and informing your buyer of required taxes, and providing them with compliant invoices as required by law. You also agree that any tax estimates, reporting or related materials, including invoicing that we may provide via Livelii are for illustration purposes only, and you may not rely on them to comply with your tax or other legal and compliance obligations.

9. Fees and Payment Terms

9.1 You will pay to us the applicable fees specified in Livelii or with respect to any transactions entered into by you. Except as otherwise provided for herein, there are no refunds or prorations of Transaction Fees, dues or fees; no exceptions.

9.2 When you register on Livelii and establish a Freelancer Account, you will be billed monthly for your membership in accordance with monthly subscription fees posted on Livelii (the “Membership Fee”). In your first month of enrollment, your Membership Fee payable will be pro-rated for that first month. Membership Fees for all following months will be invoiced and payable on the first day of each month. If we are unable to process your payment for any reason, we will notify you. If we have not received and processed your payment on or before the last day of that calendar month, you will be deemed to be Inactive for the purposes of this Agreement.

9.3 To the extent permitted by law, we may set off against the Balances or debit your Bank Account, credit card account or other payment instrument in your Freelancer Account for any obligation you owe us under this Agreement. All fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Freelancer Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Freelancer Account. Your failure to fully pay amounts that you owe us will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount collected, including without limitation attorneys’ fees, court costs, collection agency fees, and any applicable interest.

9.4 You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance of Livelii, your use of Livelii, the transactions and related payment, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to determine whether Taxes apply and are not responsible for collecting, reporting, or remitting any Taxes arising from any transaction.

9.5 In the event that a Buyer chooses to pay via electronic funds transfer, such payment will be made in accordance with an invoice issued by the Freelancer and posted on Livelii for the applicable services and will be subject to GST/HST on such payment to Livelii.

10. Ownership

10.1 We own all right, title and interest in Livelii, including but not limited to, all methods, processes, content, formats, designs and URLs, together with all inventions, patents, copyrights, trademarks and other intellectual property rights and derivative works and improvements pertaining thereto. Except as expressly set forth in this Agreement, no intellectual property rights are granted to you, either express or implied.

11. Feedback

11.1 You may provide suggestions, comments or other feedback (collectively, “Feedback”) to us with respect to Livelii or any of the products and services available via Livelii. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant us an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with our business, including the enhancement of Livelii.

12. Copyright Notice 

12.1 We are committed to complying with copyright and related laws, and require all users of Livelii to comply with these laws. Accordingly, you may not store any material or content or use or disseminate any material or content though Livelii in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works who believe that their rights under copyright law have been infringed may report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate use privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

12.2 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will use such efforts as required by law to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.

12.3 Our designated agent for notice of claims of copyright infringement can be reached as follows: (a) by E-Mail: connect@livelii.io

13. Confidentiality

13.1 Your access or use of Livelii may provide you with access to certain non-public information or materials relating to our products and services, intellectual property, business, marketing programs and efforts, and other sensitive information (“Confidential Information”). Our Confidential Information will be deemed to include all non-public areas of Livelii and the content thereof.

13.2 You agree not to disclose Confidential Information except as provided for herein. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by you of this Agreement; (b) was previously known to you prior to the date of disclosure, as evidenced by contemporaneous written records; (c) was acquired by you from a third party without any breach of any obligation of confidentiality; (d) was independently developed by you without reference to Confidential Information; or (e) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that you shall promptly inform us in writing and provide a copy thereof, and shall only disclose that Confidential Information necessary to comply with such subpoena or order.

13.3 Except as expressly provided herein, you agree not to use or disclose any Confidential Information without our prior written consent, except disclosure to and subsequent uses by your employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as your obligations under this Section. Subject to the foregoing nondisclosure and non-use obligations, you agree to use at least the same care and precaution in protecting our Confidential Information as you use to protect your own confidential information and trade secrets, and in no event less than reasonable care. You acknowledge that due to the unique nature of the Confidential Information, we will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of our Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, we shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

13.4 On termination or expiration of this Agreement, you will return or destroy, at our option and instructions, our Confidential Information.

13.5 By using Livelii, you may receive information about Buyers or other third parties. You must keep such information confidential and only use it in connection with Livelii. You may not disclose or distribute any such information or use the information for marketing purposes unless you receive the express consent of Livelii or the applicable Buyer. You are solely responsible for compliance with any privacy laws applicable to your use of Livelii.

13.6 The collection, use and disclosure of information by Livelii is disclosed in our Privacy Policy (http://liveli.io/privacy-policy). We may share certain contact information (e.g., name, address, e-mail address) with a third party in the event that we receive inquiries for customer service purposes, regulatory or governmental agencies or in order for us or our agents, contractors or affiliates to comply with applicable legal requirements. In order to allow you to manage transactions with Buyers, it may be necessary to provide Buyers with certain information, including, the name, e-mail address and any other information in order for the parties to conduct transactions and as may otherwise be necessary under this Agreement (“Freelancer Information”). You grant to us a non-exclusive, world-wide, royalty-free license to use the Freelancer Information for purposes of performing this Agreement.

14. Disclaimer

14.1 Livelii, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE, PRODUCTS OR TECHNOLOGY OBTAINED THROUGH Livelii ARE PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT; (B) THAT Livelii WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF Livelii AND ANY CONTENT MADE AVAILABLE TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

15. Limitation of Liability

15.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER US NOR ANY OF OUR SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES, VENDORS, LICENSORS OR OTHER THIRD-PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SERVICES, SHARED CONTENT, OR INFORMATION CONTAINED WITHIN THE SITE, OR ANY CONTENT PROVIDED, OR MADE AVAILABLE, INCLUDING ANY THIRD PARTY SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH Livelii, OR ANY SERVICE, CONTENT OR SITE, IS TO STOP USING Livelii AND THOSE SERVICES.

15.2 Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to $100. You acknowledge that based upon the business model adopted by Livelii, the foregoing limitation on liability constitutes a fair and reasonable allocation of risk by the parties.

15.3 In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control. The laws of certain provinces or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement.

16. Indemnity

16.1 You will indemnify and hold harmless us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, and Livelii user from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies; (b) your wrongful or improper use of Livelii; (c) your failure to comply with any applicable laws or regulations in connection with your use of Livelii; (d) any transaction submitted by you or products or services sold or provided by you via Livelii; (e) any claim or dispute arising out of products or services offered or sold by you; and (f) your Freelancer Account and any transactions that you submit to Livelii either for yourself or on behalf of Buyers.

17. Notices

17.1 Except as explicitly stated otherwise, legal notices shall be served on Livelii via e-mail to hey@livelii.io. We may give you legal notice by mail or e-mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

18. Dispute Resolution

18.1 Any dispute which is not resolved within ten (10) days after referral to the parties’ senior executives shall at any time thereafter, at the initiation of either party, be submitted to binding arbitration which shall be the exclusive means for resolving any such disputes. THE PARTIES EACH AGREE THAT, EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING TO OR ARISING OUT OF Livelii OR THIS AGREEMENT, SHALL BE FINAL AND BINDING ARBITRATION, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark, or trade secret rights, then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. Such arbitration shall be held in Toronto, Ontario. By signing this Agreement, the Parties further agree that any arbitration shall be conducted and resolved before a sole arbitrator selected in accordance with the Simplified Rules of the ADR Institute of Canada, Inc. The Parties agree that the arbitration shall proceed under the Simplified Rules of the ADR Institute of Canada, Inc., with the Parties first attempting to select the arbitrator from a panel of arbitrator names provided by the ADR Institute of Canada, Inc., and if that is not successful, then the ADR Institute of Canada, Inc. will follow the Simplified Rules for the arbitrator’s selection. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 

18.2 THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY and agree that if the foregoing binding arbitration provision is determined for any reason to be unenforceable or inapplicable to a particular dispute, then such dispute shall be decided solely by a judge, without the use of a jury, sitting in a court of competent jurisdiction. This binding arbitration and jury trial waiver provision shall survive termination of this Agreement. Nothing in this Agreement will prevent us from applying for injunctive relief in any court of competent jurisdiction.

18.3 To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING, BUT NOT LIMITED TO, ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to Livelii be instituted more than one (1) year after the cause of action arose.

19. Choice of Law; Venue

19.1 The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of law. In the event a claim is not subject to binding arbitration as set forth in Section 19, then the courts of the Province of Ontario sitting in the City of Toronto shall have jurisdiction over any claim arising hereunder. Each party hereby agrees to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. The prevailing party shall be entitled to reasonable legal fees and expenses.

20.Miscellaneous

20.1 We reserve the right to change, suspend, remove, discontinue or disable access to Livelii or Content or particular portions thereof, at any time and without notice. In no event will we be liable for the removal of or disabling of access to any portion or feature of Livelii or Content. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be deemed to be restated to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. In our sole discretion, we may assign this Agreement without your consent. You may not assign this Agreement without our express consent. Nothing contained in this Agreement will be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach 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 this Agreement. You may report complaints or post comments by emailing hey@livelii.io.