ProFinder Polska Sp Z.o.o.
ul. Twarda 18
• ProFinder provides a platform for collaboration and communication between legal professionals (“Professional Users”) and Users seeking assistance.(“Customer”). ProFinder is not a service provider, and does not guarantee results. Please use ProFinder responsibly and please read more about our service in Section 2 below.
• You are responsible for the security of your account, and for all activities that take place under your account. Please read more about user responsibilities in Section 3 below.
• Certain conduct, such as use of the service for illegal activity, is not permitted on ProFinder. Please read more about user conduct in Section 4 below.
• Certain content, such as threatening posts or content that violates another party’s intellectual property rights, is not permitted on ProFinder. ProFinder has the right to remove Customer-Generated Content that violates our policies. Please read more about Customer-Generated Content in Section 5 below.
• Certain special terms govern ProFinder’s Professional Users. For instance:
Professional Users are not the employees or agents of ProFinder.
No Professional-Owner relationship is formed with ProFinder, and no duty of confidentiality arises, through use of the ProFinder Website, including posting of jobs.
Professional Users are solely responsible for ensuring that any information, solicitations, or advertisements they post on the ProFinder website comply with all applicable laws and rules of professional conduct.
ProFinder does not make any kind of guarantee as to the ability, competence, or quality of the Professional Users who may be listed on our Website
• Professional Users can create and maintain a profile on ProFinder’s website. While ProFinder makes commercially reasonable efforts to confirm a Professional User’s license and expertise, ProFinder makes no representations about a Professional User’s background or qualifications.
• A Professional User may become a “Verified Professional User” by providing ProFinder with additional verification that he or she is an active, licensed service provider in his/her field. Verified Professional Users may also pay a fee for access to additional ProFinder services and practice management tools. ProFinder does not endorse or recommend Professional Users and it is the responsibility of the Customer to take precautions before hiring a Professional User for any service.
• There is no cost for Customer to post a job request on ProFinder or use any of ProFinder’s online tools. A service or processing fee (e.g. credit card fee) may apply on invoices paid through ProFinder.
Please read more about Professional Users in Section 6 below.
• ProFinder complies with the Digital Millennium Copyright Act’s safe harbor provisions. If you believe that materials located on or linked to by ProFinder violates your copyright, you are encouraged to notify ProFinder in accordance with ProFinder’s Digital Millennium Copyright Act Policy. Please read more about ProFinder’s DMCA Policy in Section 8 below.
• ProFinder may send you email as part of its service. You may opt out of email communications. Please read more about email communications in Section 10 below.
Please see the full Terms for more information.
By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any of our services. The Website is available only to individuals who are at least 18 years old.
The term “Service” refers to the services provided by ProFinder, including without limitation access to ProFinder’s online community; communication tools; document management and storage solutions; and payment services. ProFinder does not provide an referral service or serve as an employment agency. We provide a venue for our Users to meet and exchange information with our Professional Users.
The “Website” refers to ProFinder’s website located at https://www.profinder.pl, all subpages and subdomains, and all content, services, and products available at or through the Website.
“ProFinder,” “We,” and “Us” refer to ProFinder, as well as our affiliates, directors, subsidiaries, officers, and employees. Professional Users are not part of ProFinder.
“The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Customer, a Professional User, both, or neither.
“Professional Users” refer to registered Professional Users in the all service field who may communicate with and provide service work to customers or fellow Professional Users via the Service. Professional Users are not the employees or agents of ProFinder. Please see Section 6 of this Agreement for more information about Professional Users.
“Customers” refer to 1) Users who submit requests for services proposals from Professional Users for providing any services offered for a fee (“Jobs”); and 2) Users who contract with Professional Users for additional work, which, for purposes of Section 7 below, may include permanent employment, beyond the initial Job which established the Professional User-Customer relationship. Professional Users may submit proposals (“Bids”) for such Jobs and may also establish terms of the relationship with the Customer via a signed engagement letter or other written agreement. Please see Section 6(b) for more information about Jobs, Bids, and Customers
“Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, Customer-Generated Content, which may be submitted by any ProFinder User (Customer or Professional User).
2. About the ProFinder Service.
The ProFinder Service is a platform for collaboration and communication between professionals and those seeking assistances with services. The ProFinder Service provides access to ProFinder’s virtual community of professional Users; easy collaboration through ProFinder’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.
a. ProFinder Is A Service Provider or Professional. ProFinder does not offer any services. Professional Users are not the employees or agents of ProFinder. ProFinder is not involved in agreements between Users or in the representation of Users. At no point may ProFinder be held liable for the actions or omissions of any Professional User performing consulting services for you.
b. ProFinder Is Not An Referral Service or Employment Agency. ProFinder does not select or endorse any individual Professional User to service a Customer. While ProFinder uses commercially reasonable efforts to confirm that registered Professional Users are licensed attorneys, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Professional User. ProFinder does not warrant or guarantee that Professional Users are covered by professional liability insurance. ProFinder encourages Customers to research any Professional User before accepting any offer.
c. ProFinder does not vouch for any of its Users. ProFinder simply provides a platform on which those seeking assistance may communicate and transact with professionals. ProFinder does not endorse any of its Professional Users and does not sanction statements that Professional Users make on the platform. ProFinder makes no representation concerning the qualifications of non-attorney legal service providers.
d. ProFinder Does Not Guarantee Results. From time to time, Customers may submit reviews of Professional Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. ProFinder will have no responsibility or liability of any kind for any Customer-Generated Content or legal advice you encounter on or through the Website, and any use or reliance on Customer-Generated Content or legal advice is solely at your own risk.
e. Use of ProFinder Does Not Create An Professional-Customer Relationship With ProFinder. ProFinder does not offer services. Any use of the ProFinder Service is not intended to, and does not, create an professional-user relationship. Any communication via ProFinder may not be held confidential. ProFinder is not liable for the actions or omissions of any Professional User performing consulting services for you.
3. User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
a. User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from ProFinder. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify ProFinder immediately of any unauthorized use of account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.’
b. Relationship with Professional Users. Because we cannot guarantee the fitness of any of our Professional Users for your specific needs, we encourage Customers to research any Professional User before accepting professional advice. Customers may also request a written legal engagement agreement specifying the terms, scope, limitations, and conditions of the representation.
c. No Reliance on Customer-Generated Content. Customer-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the Customer-Generated Content is true, correct, or accurate. Customer-Generated Content is not a substitute for service completion. You should not delay or forego seeking additional information resources or disregard professional advice based on Customer-Generated Content. Delay in research such could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation. Customer-Generated Content is not regulated by any state or national bar association.
d. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other ProFinder policies.
4. Use and Conduct Restrictions. You are allowed to use the service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.
a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that
i. is unlawful or promotes unlawful activity
ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group
iii. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
v. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
vi. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights
vii. impersonates any person or entity, including any of our employees or representatives; or
viii. violates the privacy of any third party.
b. Users Must Be Over Age 18. You represent that you are over the age of 18. ProFinder does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
c. No Liability for User Interactions; ProFinder May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Job Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your legal interactions.
5. Customer-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.
a. Responsibility for Customer-Generated Content. You may create content, written or otherwise, while using the Service (“Customer-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any Customer-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any Customer-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your Customer-Generated Content.
b. Right to Post. You represent and warrant that you have the right to post all Customer-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to Customer-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
d. Ownership of Customer-Generated Content. Except for Content that originates from ProFinder, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for Customer-Generated Content you post. You may control access to your Customer-Generated Content through settings in your user account.
e. License Grant. Solely to allow ProFinder to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant ProFinder and our successors worldwide, sublicenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with ProFinder’s business purpose. This license does not grant ProFinder the right to sell Customer-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.
6. Professional Users. Professional Users are independent service professionals who offer to perform services for prospective Customers. They are not employees of ProFinder.
a. No Professional-Customer Relationship through Website Use. Use of the ProFinder Website may not form an Professional-Customer relationship with Professional Users.
b. Professional-User Relationship through Service Use. An Professional-User relationship may be formed through the use of the Service between Customer and Professional Users only. Customers may post Jobs through the Service. Professional Users may submit Bids and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a Professional User’s representation is strictly limited to the matter agreed upon in the Bid unless Customer and Professional User subsequently formalize their arrangement via a signed engagement letter or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal. A Bid is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in your jurisdiction about your specific legal issue, and you should not rely upon information contained in a Bid as legal advice. ProFinder takes every reasonable effort to ensure the privacy of Bids and other personal messages on our Service, but it cannot guarantee confidentiality. Communications requiring confidentiality should take place outside the ProFinder Service, such as via telephone.
c. User Responsibilities. Professional Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation Customer-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.
d. Payment of Professional Users. Certain specific terms govern Professional Users and payment.
i. Party To Contracts. Customers may contract with Professional Users through posting and acceptance of Jobs. Such contracts are between the Customer, Professional User and ProFinder. ProFinder will will be responsible for payment collection from customers before service(s) is performed by any Professional users, otherwise specified by the Professional users to accept cash on delivery.
ii. All Service Fees Are Paid To Professional Users. ProFinder does not provide professional services and does not charge for professional services. Payments made to Professional Users via ProFinder’s billing platform are transferred directly to the Professional User’s payment account, less any associated service and processing fees (e.g. credit card fees).
iii. Professional Users Shall Receive Payment Through The Service For All User Transactions. Professional Users who receive Jobs through the Service shall receive payment through the service for all transactions related to that user, including subsequent transactions not necessarily related to the initial Job. If a Customer is either unwilling or unable to make payment via ProFinder, Professional User agrees to notify ProFinder of any new payment arrangement. Payment by a Customer to Professional User, made outside of the service without prior notification to ProFinder, constitutes a full waiver by both parties of ProFinder’s payment guarantee/dispute protections as discussed in Sections 14 and 15 below, even as they may relate to prior payments made within the service.
e. Promotional Codes and Credits. ProFinder may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to a Professional User’s services, subject to the following terms and any additional terms that ProFinder establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Professional Users and payment.
i. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by ProFinder. Promo Codes have no cash value and may expire or be disabled by ProFinder at any time, for any reason, prior to your use. ProFinder reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that ProFinder determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.
If (a) an Employer User hires a User Consultant and terminates the User Consultant’s employment based on unsatisfactory performance within ninety (90) days of the Start Date, (b) a User Consultant voluntarily terminates his or her employment within ninety (90) days of the Start Date, or (c) a User Consultant does not start employment because either Employer User or User Consultant elects not to begin the employment relationship contemplated in the Covered Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, ProFinder will fully refund to the Employer User the Success Fee related to the terminating User Consultant.
8. Third Party Content. There may be content from third parties on ProFinder’s website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.
Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for ProFinder to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
No Responsibility For Third Party Content. As part of the Service, ProFinder may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Service subscribers. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than ProFinder. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by ProFinder’s terms and conditions.
9. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by ProFinder violates your copyright, please notify ProFinder in accordance with our Digital Millennium Copyright Act Policy.
a. Termination of Repeat Infringer Accounts. ProFinder respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of ProFinder or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
b. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act by sending a properly formatted take-down notice in writing to ProFinder’s at ul. Twarda 1800-105 Warszawa.
c. Response To DMCA Take-Down Notices. If ProFinder takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to ProFinder. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
d. Counter-Notices. If you believe that your Customer-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly formatted counter-notice to ProFinder’s copyright agent using the contact information set forth above.
e. Response to DMCA Counter-Notices. If a counter-notice is received by ProFinder’s copyright agent, ProFinder may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
10. Intellectual Property Notice. ProFinder retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.
a. No Transfer. ProFinder retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any ProFinder or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.
b. Specifically, ProFinder, profinder.pl, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of ProFinder, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from ProFinder, except as an integral part of any authorized copy of the Content.
11. Email Communications. We use email and electronic means to stay in touch with our users.
b. Legal Notice To ProFinder Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to ProFinder or any of our officers, employees, agents or representatives in any situation where notice to ProFinder is required by contract or any law or regulation.
12. Termination. You may cancel this Agreement and close your account at any time. Termination of the ProFinder Service does not terminate attorney-client relationships or obligations.
a. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using ProFinder. If you wish to delete your User account data, please contact ProFinder at email@example.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.
b. ProFinder May Terminate This Agreement. ProFinder may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
c. Relationships Between Business And Customer Survive Termination. Termination of your relationship with ProFinder does not affect your relationship with any consultant or client you have retained through the ProFinder Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the ProFinder relationship.
d. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
13. Payment and Transactions.
a. Payment Process. Payment will be processed as specified in the proposal and/or invoice and agreed upon by the Customer and the Professional User. When a Job (or a segment thereof as pre-agreed in writing by the Customer and the Professional User) is marked as completed by the Professional User, ProFinder will inform the Customer that the Job (or a segment thereof as pre-agreed in writing by the Customer and the Professional User) is complete. The Customer must then pay the agreed-upon amount or request changes. If the Customer has taken no action after 10 days, ProFinder will have the right to charge the Customer’s credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The Customer may submit disputes over payment to firstname.lastname@example.org provided that he or she adheres to the other conditions set forth in Section 14 (Customer-Professional User Dispute Resolution Procedures).
b. Responsibility for Payment. You are responsible for all fees, including taxes, service, and processing fees, associated with your use of the Service. By using the Service, you agree to pay the Professional User through ProFinder the amount agreed on in the Bid or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to email@example.com and adhere to the other conditions set forth in Section 15 (Customer-Professional User Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.
c. ProFinder’s Responsibility. ProFinder agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account. ProFinder agrees to pay the applicable Professional User the amount received, less service or processing fees, if any.
d. Payment Authorization. By agreeing to these terms, you are giving ProFinder permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize ProFinder to satisfy. Depending on your Bid specifications, ProFinder may charge you on a one-time or recurring basis. You authorize ProFinder to charge you the full amount owed to any Professional User via the Service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a Professional User only uses the Services to invoice you for legal services other than those which are the subject of a Bid, by placing your credit card or PayPal account on file with ProFinder or our third party payment processor, you acknowledge and agree that the payment terms set forth in this Section 12 shall apply.
14. Verified Professional User Limited Payment Guarantee. ProFinder guarantees the payment of each Verified Professional User’s invoice for the completion of Jobs (or a segment thereof as pre-agreed in writing by the Customer and the Professional User) for Customers (ProFinder’s “Limited Payment Guarantee”), subject to the following terms and conditions (the “Limited Payment Guarantee Conditions”):
a. The Customer has failed to satisfy the Verified Professional User’s invoice (the dollar amount of such invoice, the “Unpaid Invoiced Amount”) by the end of the tenth (10th) calendar day after the invoice has been submitted (such date, the “Customer Payment Due Date”).
b. The Verified Professional User has submitted to ProFinder a written claim for the Unpaid Invoiced Amount (i) within a twenty-one (21) calendar day period, beginning on the day immediately following the Customer Payment Due Date (such period, the “Verified Professional User Claim Submission Period”) and (ii) provide in reasonable detail the facts and circumstances of the Job, including any rationale provided by the Customer for his/her failure to make such payment and/or any rationale the attorney can in good faith speculate on as to why client refuses to make payment (such claim, a “Limited Payment Guarantee Request”). Failure to submit the Limited Payment Guarantee Request within the Verified Professional User Claim Submission Period shall constitute such Professional User’s permanent waiver of his or her right to receive the Unpaid Invoiced Amount from any person or entity, including ProFinder and the Customer. To the extent that ProFinder determines in its sole and absolute discretion that it is commercially reasonable to do so, it may continue its collection efforts with the Customer and if successful, the Verified Professional User will receive his/her portion of the collected amount, minus any reasonable ProFinder out-of-pocket collection expenses, pursuant to 12.e above.
c. In the event that the Verified Professional User does submit a Limited Payment Guarantee Request within the Verified Professional User Claim Submission Period, and such request contains the information set forth in clause 14.b. above, ProFinder will attempt in good faith to work with the Customer and Verified Professional User for a period of up to seven (7) calendar days from the date of the Limited Payment Guarantee Request (such period, the “Payment-Related Disputed Matter Mediation Period”) to resolve the matter which is the subject of the Limited Payment Guarantee Request (the “Payment-Related Disputed Matter”). In the event that the Payment-Related Disputed Matter is successfully resolved within the Payment-Related Disputed Matter Mediation Period, each of the Customer, Verified Professional User and, if relevant, ProFinder will take the agreed upon steps to execute the agreed-upon resolution.
d. In the event that the Payment-Related Disputed Matter remains unresolved at the conclusion of the Payment-Related Disputed Matter Mediation Period, by no later than the seventh (7th) calendar day after the end of the Payment-Related Disputed Matter Mediation Period (the date such determination is communicated in writing to the Customer and Verified User Consultant, the “ProFinder Disputed-Amount Determination Date”), ProFinder shall make a determination in its sole and absolute discretion (the “ProFinder Disputed Matter Decision”), based upon the information theretofore provided by Verified Professional User and, if provided, the Customer, as to whether the nature and quality of the legal services rendered in connection with the related Job are consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should ProFinder decide the Payment-Related Disputed Matter in favor of the Verified Professional User, ProFinder shall remit the Unpaid Invoiced Amount to the Verified Professional User within seven (7) calendar days after the ProFinder Disputed-Amount Determination Date, and the Verified Professional User shall be deemed to have assigned all of his or her rights with respect to the Payment-Related Disputed Matter to ProFinder. Notwithstanding anything stated herein or otherwise to the contrary, the dollar amount sought under this Section 14 shall not exceed the amount initially contracted between Customer and Verified Professional User in relation to the Job or an amount subsequently agreed to in a signed engagement letter or other written agreement between the parties, and in any event shall never exceed 5,000zł in aggregate across all unpaid invoices sent by the Verified Professional User to the Customer.
e. Should ProFinder decide the Payment-Related Disputed Matter in favor of the Customer, the Customer shall no longer be obligated to make payment of the Unpaid Invoiced Amount to the Verified Professional User and shall be deemed to have assigned all of his or her rights with respect to the Payment-Related Disputed Matter to ProFinder as of the ProFinder Disputed-Amount Determination Date. In such event, the Verified Professional User shall (i) be deemed to have waived his or her rights to seek such amounts from the Customer, and (ii) have the right to initiate binding arbitration proceedings with respect to the Unpaid Invoiced Amount against ProFinder which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing ProFinder with written notice of his or her exercise of such right within ten (10) calendar days after the end of the ProFinder Disputed-Amount Determination Date (such period, the “Payment-Dispute Arbitration Election Time Period”). In the event that the Verified Professional User does not exercise his or her right to initiate arbitration proceedings during the Payment Dispute Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Unpaid Invoiced Amount.
f. Should ProFinder become aware that a Customer’s on-file credit card, PayPal account, or other approved methods of payment are no longer valid, or should ProFinder become aware that a Customer is, without valid cause, either unwilling or unable to make payment for the Job, or any other Job or Unpaid Invoice on ProFinder, ProFinder will notify that Customer’s Verified Professional User/Users of the potential issue related to payment (herein “the Notification”). All services performed by the Verified Professional User prior to the Notification are subject to the “Limited Payment Guarantee,” though all services performed by the Verified Professional User subsequent to the Notification will not be subject to the “Limited Payment Guarantee.” Should the Verified Professional User submit an invoice to the Customer for services performed subsequent to the Notification, ProFinder will still make efforts to collect payment for those services performed by the Verified Professional User.
15. Customer-Verified Professional User Dispute Resolution Procedures. In the event that a Customer has a good faith belief that the nature or quality of the legal services rendered by a Verified Professional User in connection with the relevant Job are not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, or the amounts invoiced for the legal services provided by such Professional User are not consistent with such Bid (such matter, a “Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):
b. In the event that the Customer does submit a Services-Related Dispute Notice within the Customer Dispute Notice Period, and such request contains the information set forth in clause 15.a. above, ProFinder will attempt in good faith to work with the Customer and Verified Professional User for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Customer, Verified Professional User and, if relevant, ProFinder will take the agreed upon steps to execute the agreed-upon resolution.
c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, ProFinder shall make a determination in its sole and absolute discretion (the “ProFinder Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Customer and Verified Professional User, as to whether the nature and quality of the legal services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should ProFinder decide the Services-Related Disputed Matter in favor of the Verified Professional User, the Customer shall be obligated to make payment of the Withheld Payment Amounts to such Professional User within the seven (7) calendar day period after the date on which such Customer is notified in writing of the ProFinder Services-Related Disputed Matter Decision (the “ProFinder Services-Related Disputed Matter Decision Notice”). In the event that the Customer fails to make timely payment, ProFinder will remit the Withheld Payment Amounts to the Verified Professional User who will assign his or her rights to reimbursement for such amounts to ProFinder which may, in its sole discretion, process payment pursuant to Section 13.d and/or elect to pursue its rights and remedies against the Customer.
d. Should ProFinder decide the Services-Related Disputed Matter in favor of the Customer, the Customer shall no longer be obligated to make payment of the Withheld Payment Amounts to the Verified Professional User and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to ProFinder. In such event, the Verified Professional User shall (i) be deemed to have waived his or her rights to seek such amounts from the Customer, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against ProFinder which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing ProFinder with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Verified Professional User does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts.
In the event that the Verified Professional User and Customer have both timely availed themselves of the rights set forth in Section 14 and Section 15, the procedures set forth in Section 15 shall take precedent over the proceedings set forth in Section 14 and the Verified User Consultant agrees to permanently waive his or her right to pursue his or her rights set forth in Section 13 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter.The procedures set forth in this Section 15 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.
16. Disclaimer of Warranties. We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
a. ProFinder provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, ProFinder expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
b. Specifically, ProFinder makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
17. Limitation of Liability. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.
a. To the extent permitted by applicable law, in no event will ProFinder be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your Customer-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with ProFinder or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not ProFinder has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. ProFinder will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
19. Release and Indemnification.
a. You agree to indemnify and hold harmless ProFinder from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
b. If you have a dispute with one or more Users, you release ProFinder from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
a. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and ProFinder and any access to or use of the Website or the Service are governed by EU.
b. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of ProFinder to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
c. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with ProFinder must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
d. Arbitration. Should a dispute arise between you and ProFinder, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for injunctive or equitable relief or claims regarding intellectual property rights) under this Agreement , either party may elect to resolve any dispute arising under this Agreement through binding non-appearance-based arbitration. The party electing arbitration must initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
f. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.