TERMS OF SERVICE

For the acceptance of the agreement in order to establish a legal relationship with MRKT365, you may: Complete the registration process made available to you by us or by our partners, and such registration must be approved by us. We send a verification mail to prospective users with a link for identity verification. We approve Vendors on MRKT365 after they have completed their user profile by providing their basic information, photo, skills and work history. Once this is done, we assess the profile for its authenticity and accordingly approve or reject the Vendors registration. The rejected Vendor is notified about the reasons for rejection and can refill the information.

You may use the Service for lawful, authorized purposes, and in accordance with these Terms of Service only. Accounts registered by bots or other automated methods are not permitted. You must provide your full legal name, a valid email address and other information we request in order to complete the registration process and use MRKT365 Services. Your login credentials may only be used by you. You may not share your login details with anyone else. You are responsible for maintaining the security and privacy of your account and password. MRKT365 claims no responsibility or liability for any loss or damage arising from your failure to comply with this security and privacy measure. You are responsible for all of the content submitted and activities engaged in by your account.

You may not submit any material, or otherwise engage in any conduct that:

1. Impersonates any person, business or entity, including MRKT365 and/or its licensors, employees and agents;
2. Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
3. Encourages conduct that would constitute a criminal offence, or that gives rise to civil liability;

You may not use the MRKT365 Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and access to the MRKT365 Services. You may not attempt to gain unauthorized access to any of the MRKT365 Services, user accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these Terms of Service.

MRKT365 offers a series of services contingent to the terms of the approval and the subscription plan. MRKT365 offers the to its users the services, namely, SEO Scanning and Optimisation, Google Ranking, Backlinks Analysis, Google ADwords analysis, Facebook Page Analytics, Facebook Ad Analytics, Youtube Analytics, Instagram Analytics, Twitter Analytics, Google My Business Analytics, Google Analytics, Google Search Console Analytics, LinkedIn Analytics.

The Freelancer Marketplace (a) Job Posting and Hiring; (b) Work Monitoring and Tracking using the MRKT365 Tracker. Agency Management; (a) Employee Management ; (b) Employee Tracking.

The Company respects your privacy and protects your data from unauthorized access. The Privacy Policy is included under the ambit of the Terms of Service, and to use the Service, you must assent to it. Company’s privacy policy is expressly incorporated into this Agreement by this reference. (URL OF PRIVACY POLICY DOC.)

When you wish to purchase and use certain Services offered on the Site, you must create a membership account by providing the complete and accurate information requested. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify the Company immediately on any unauthorized use of your account, user name, or password. The Company shall not be liable for any loss that may be incurred as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

The following Terms of Service govern your use of the Service. This is a license agreement ("Agreement") between you and MRKT365. By accessing the MRKT365 Services, you acknowledge that you have read, understood and accept the following terms of service. In the event, you do not agree and do not want to be bound by these Terms of Service, delete your account, or revoke your registration, and cease all further use of the MRKT365 Services and operations.

1. 5.1 License Grant

   MRKT365 grants to you a non-exclusive license to access the Service solely for your own personal or business purposes on a computer during the period of time or session where you interact with the MRKT365 Services (whether by means of a laptop computer, standard computer or a workstation attached to a multi-user network (a "Computer").

2. 5.2 Restrictions on Use and Transfer

   You may use MRKT365 Services solely with your name, email address, or registration details. You may not:

   1. rent or lease the license to use MRKT365 services;
   2. transfer or assign MRKT365 Services;
   3. copy, reproduce, or deduct the MRKT365 website;
   4. modify, adapt, or create derivative works based on the MRKT365 website; or
   5. reverse engineer, decompile or disassemble the MRKT365 website.

MRKT365 and/or its licensors are the owners of all rights, title, and interest, including any intellectual property rights, in and to the MRKT365 Website. Copyright to the individual programs available through www.MRKT365.com (the "Software"), which in turn are used to deliver the MRKT365 Services to you, are owned by MRKT365 and/or its licensors. Ownership of the Software and all proprietary rights relating thereto remain with MRKT365 and/or its licensors. MRKT365 is at any time at liberty to transfer, in whole or in part, all proprietary and Intellectual Property Rights to any third party without notice to the User. Furthermore, MRKT365 is at any time at liberty to change or modify, in whole or in part, all proprietary and Intellectual Property Rights without notice to the User.

The User acknowledges all Proprietary and Intellectual Property Rights and simultaneously declares that it will at all times – while using MRKT365 and subsequently – observe and respect all proprietary and Intellectual Property Rights.

We provide MRKT365 "as is" and "as available." We make no express warranties or guarantees about MRKT365. We make no claims of time-to-load, service up-time or quality.

TO THE EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS DISCLAIM IMPLIED WARRANTIES THAT MRKT365 AND ALL THE SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH MRKT365 ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT MRKT365 WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MRKT365, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE MRKT365 (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A MRKT365 REPRESENTATIVE SHALL CREATE A WARRANTY.

This Clause particularly describes the amount of fee and commissions you agree to pay to MRKT365 in exchange for the MRKT365 Site and MRKT365 Services offered to you. The amount of tax collected by MRKT365 is detailed below.

1. 8.1 Fees for Vendors

   Service Fees. Vendor/Freelancers providing services through the Website will pay MRKT365 a service fee for the use of the Site Services including the communication, invoicing, reporting, analysis, dispute resolution and payment services, including facilitating arbitration services and “Hourly Payment Protection”, as described in the applicable Service Clause. The Service Fees (to use the Site Services) are paid solely by Vendor/Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Terms of Service, MRKT365 will charge the Vendor/Freelancer a 15% commission of the full amount paid or released by the Client. Vendor/Freelancer hereby irrevocably authorizes and instructs MRKT365 to deduct the Service Fee from the Vendor/Freelancer (Paypal) Account and pay the commission to MRKT365 on Vendor’s/Freelancer’s behalf.

   Membership Fees and Connects. Vendors/Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of subscription membership fees and by purchasing subscriptions as described by MRKT365.

2. 8.2 Fees for Clients

   Clients can either opt for and pay the Annual subscription fee or the Monthly subscription fee as per their convenience. This fee paid by Clients to MRKT365 is for processing payments and administrative functions related to the Vendor Fees which they pay to vendors that they engage with through the Site. Clients may also choose to pay for a premium membership plan to access additional features and Site Services.

3. 8.3 VAT and other taxes

   MRKT365 may be required to collect taxes or levies under the applicable law, including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amount that MRKT365 is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to MRKT365 under these Terms of Service.

4. 8.4 Invoices

   We conduct quality checks of the work done or project submitted by Vendors/Agencies to ensure Client satisfaction. We evaluate certain parameters like the work done or project submitted matching the description of the work proposal by Client, time bounded projects etc. All invoices raised by a Vendor/Agency after the completion of work or project assigned, and approved by us post the quality check, should be paid by the Client within a period of ten (10) days of receipt.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON MRKT365. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR COULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN CASE SOME PROVINCES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND SUPPLIERS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

YOUR EXCLUSIVE REMEDY REGARDING ANY SERVICES AND OPERATIONS PROVIDED BY US SHALL BE THE REPLACEMENT OF ANY SUCH OPERATIONS AND SERVICE FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF MRKT365. IN NO EVENT SHALL OUR LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF SERVICES OFFERED BY MRKT365 EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID US DURING NINETY (90) DAYS PRIOR TO THE DATE OF THE DISPUTE.

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless MRKT365 and/or its licensors, and also agree to indemnify us against all the miscellaneous expenses incurred due to or from any claim or demand made by any third party due to, or arising directly or indirectly due to any action/omission on your part, or in connection with your use of the Service and/or the Website or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.

We may terminate or suspend access to our Service immediately, without prior notice or incurring any liability, for any reason whatsoever, including, without limitation, for the breach of Terms and non-payment of fees for the Services provided by MRKT365.

This Agreement terminates after the cancellation of user account and/or subscription.

The User may at any time terminate its subscription with at least thirty (30) days notice to the end of the subscription period in effect at the time of the User’s termination. The User will not be entitled to refunds for the subscription period that remains at the time of the Users termination information entered into MRKT365 by the User, and data created on the basis of such information, will not be retained by MRKT365 after the User’s subscription has been terminated.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

MRKT365 and/or its Licensors are entrusted with complete authority to amend the Terms of Service. We may amend these Terms of Service at any time. You shall be notified after the Terms of Service have been updated or changed via pop notifications on the Website. You are responsible for checking these Terms periodically for changes. If you continue to use the operations and Services after we post changes to these Terms of Service, you are signifying your acceptance of the new terms.

These Terms of Service shall be governed by and construed in accordance with the laws of Canada and the laws of the Province of Ontario, The Company and/or its licensors shall have the exclusive right/discretion to decide the laws governing the terms of service.

1. 14.1 Arbitration.

   Any dispute or claim involving you and the Company and/or its licensors arising out of or in connection with or relating to this Terms of Service or the breach, termination or invalidity thereof (“Dispute”), which cannot be finally resolved by the Parties involved within thirty (30) days of the arising of a Dispute, or such extended period as such Parties involved in the Dispute may agree, by amicable negotiation and conciliation will first be submitted for settlement by informal mediation. If Parties, negotiating in good faith, are unable to resolve and settle the Dispute within thirty (30) business days after the Dispute is first submitted to a Party, then it will be referred at the request in writing (“Dispute Notice”) of the disputing Party to binding arbitration by a panel of arbitrators (“Arbitration Board”) in accordance with the Arbitration Act, 1991 in case of domestic arbitration or International Commercial Arbitration Act, 2017 in case of international arbitration. All arbitration proceedings will be conducted in the English language and the seat of arbitration will be Ontario, Canada. The arbitrators will decide any such Dispute strictly in accordance with the governing law specified in Clause 14. The costs and expenses of the arbitration, including the fees of the arbitration and the Arbitration Board, will be borne equally by each Party and each Party will pay its own fees, disbursements and other charges of its counsel, except as may be determined by the Arbitration Board. Any award made by the Arbitration Board will be final and binding on each of the Parties that were parties to the Dispute.

If for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Service to be unenforceable, all other terms of Service will remain unaffected and will be considered in full force and effect. No waiver of any breach of any provision of these Terms of Service shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Neither party shall be held in default or otherwise liable for any delay in or failure of its performance under this agreement or an ordering document by any cause outside the party's control, including, but not limited to acts of nature, government, aggression and labour dispute. Should the performance of either party be prevented or delayed by such a force majeure event, the non-performing party shall be excused from further performance of the terms of this agreement except for the performance of payments of subscriptions and dues so affected for so long as the circumstances of the event prevail.

BY USING THE SERVICES OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

If you have any questions regarding these Terms or wish to contact the Company for any reason, please do so in writing at the following address: 1 Saramia Crescent, Vaughan ON L4K 3S6 Canada or by e-mail to info@MRKT365.com