Huddle Client Terms of Service Agreement

This Terms of Service Agreement (“Agreement”) is for Clients (defined below) and governs Your use of Huddle’s “Marketplace Platform” which connects networks of independent, professional developers to companies (like Yours) with technology project needs. Accepting the terms and conditions of this Agreement will allow You to access a collaborative community of independent professionals who are helping to create the future.

TO ACCESS AND USE HUDDLE’S MARKETPLACE PLATFORM AS A CLIENT, YOU MUST REVIEW AND ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THE TEXT. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND HUDDLE WORKS, INC. (“Huddle”). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HUDDLE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT BEHALF OF THE CLIENT YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON.

1. Definitions

The following terms shall have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings assigned to them where used in this Agreement.

“Huddle Builder” means an individual, who provides Huddle Builder Services to Clients, including as part of teams.

“Huddle Builder Contract” means a contract between a Huddle Builder (or team of Huddle Builders) and a Client setting forth the terms for the provision of Huddle Builder Services in connection with a Project.

“Huddle Builder Services” means services Huddle Builders provide to Clients.

“Users” means users of the Services and includes both Clients (including You) and Huddle Builders.

“Clients” means individuals or entities who use the Matching Services to seek and purchase Huddle Builder Services for Projects.

“Confidential Information” shall mean all written or oral information, disclosed by or on behalf of either Huddle or You to the other that has been identified as confidential or that by the nature of the information or circumstances surrounding disclosure would be reasonably understood to be confidential or proprietary.

“Matching Services” means the services provided by Huddle whereby a Huddle Builder and Client are matched for the potential provision of Huddle Builder Services to Client for one or more Projects.

“Project” means an assignment or project advertised through, or otherwise submitted to, the Services for which a Client seeks Huddle Builder Services.

“Project Fees” means the compensation owed by a Client to Huddle Builder for Huddle Builder Services for a Project on a time and materials or fixed fee basis.

“Project Order” means the services order generated by Huddle when a Client and Huddle Builder confirm with Huddle that they have entered into a Huddle Builder Contract.

“Services” means the service provided by Huddle whereby Clients can list, advertise, or otherwise submit Projects, find matches for Projects, and coordinate payments for Projects, and Huddle Builders can post their credentials and submit proposals for Projects.

“Service Fee” means the portion of the Project Fees, retained by Huddle as compensation for the Services, as set forth on each Project Order.

“Work Product” means any and all work product created by Huddle Builder for a Project.

2. Services

The Services act as a marketplace whereby Clients and Huddle Builders can connect and identify each other for the sale and purchase of Huddle Builder Services for Projects. Subject to the terms and conditions set forth in this Agreement, Huddle will use commercially reasonable efforts to provide You with access to the Services. You can submit to Huddle descriptions of the Projects for which You are seeking Huddle Builders, via email at team@huddle.works or through the proper functionality on the Huddle Marketplace Platform (each, a “Submission”). Huddle reserves the right to refuse any and all Submissions at any time. Submissions must be expressly accepted by Huddle. Huddle does not guarantee that any matches will be made through the Services.