SenseiHub LLC (
"SenseiHub" , "our" , "us"
regarding the collection,
use and disclosure of personal information we receive from users of our website
) and related software, services, features and content (collectively, the
"SenseiHub Marketplace" or the "Marketplace"
provide to us through the Marketplace. A user of the Marketplace or Site,
whether as a registered user or a non-registered user just browsing the Site, is
hereinafter referred to as a
, or collectively, the
to consult this policy regularly for any changes. Unless otherwise defined in
in our SenseiHub Terms of Service, accessible at
Capitalized terms used herein but not otherwise defined will have the
definitions provided in the Terms of Service. As used in this policy, the terms
"using" and "processing" information include using Cookies (defined below) on
a computer, subjecting the information to statistical or other analysis and
using or handling information in any way, including, but not limited to
collecting, storing, evaluating, modifying, deleting, using, combining,
disclosing and transferring information within our organization or among
affiliates or partners we establish.
Information Collection and Use:
Our primary goals in collecting information are to provide and improve our
Marketplace and to enable users to enjoy and easily navigate the Site.
Personally Identifiable Information:
In the course of using the Marketplace (whether as a Student or Organization), we may ask you to provide us with, or grant us access to, or permission to obtain, certain personally identifiable information that can be used to contact or identify you; personally identifiable information may include, but is not limited to, your name, company name, email address, postal address, work experience and interests, and phone number (
). If you use the Marketplace to make or receive payments, we will also collect certain Personal Information such as credit card information, Swipe, PayPal or other financial account information, and billing address. We may collect additional Personal Information to validate your identity, such as your date of birth, place of birth or taxpayer identification number. We may request documents to verify this information, such as a copy of your government-issued identification or photo, and we may authenticate it against third party databases or request a credit report. As further described in our Terms of Service, you may register or input data onto our Marketplace directly via the Site by logging into your account with certain third party social networking services (including, but not limited to Paypal) (
) via our Site. If you choose to input data via an SNS, we will use the Personal Information you have provided to the SNS (such as your " real" name, email address, gender, prior experience and other information you make publicly available via the SNS) to modify and update your account; the information we extract may depend on the privacy settings you have with the SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Marketplace, and SenseiHub is not responsible for its accuracy, legality, or non-infringement. You may link your SenseiHub account to your SNS account, in which case the SNS may share certain information about you with other SNS users, as well as sharing certain information about other SNS users with you. You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating SenseiHub to pay any fees or making SenseiHub subject to any usage limitations imposed by such SNS. You can disable the link between your SenseiHub account and your SNS account at any time though the "Settings" section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY SNS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS. If your SNS account terminates, then functions enabled through the link between your SenseiHub account and your SNS account will terminate as well. We also collect other information that you provide in connection with your use of the Marketplace e.g., zip code and individual preferences (
). We collect additional Non-Identifying Information from Users in the form of information related to jobs posted via the Marketplace (e.g., budget, location, history of job listings, timing of job performance and feedback/rating information). We also collect additional Non-Identifying Information from Organizations in connection with Organization profiles (e.g., information on jobs previously performed, skills, tests taken, hourly pay rates and feedback/rating information). We use your Personal Information (in some cases, in conjunction with your Non-Identifying Information) mainly to provide the Marketplace, complete your transactions, and administer your inquiries. Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers (for example, combining your zip code with your street address) in a way that enables you to be identified. But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information and aggregate it with information collected from other SenseiHub Users to attempt to provide you with a better experience, to improve the quality and value of the Marketplace, and to analyze and understand how our Site and Marketplace are used, and to generate general industry analysis. We may also use the combined information without aggregating it to serve you specifically, for instance to deliver a product to you according to your preferences or restrictions. We also use your Personal Information to contact you with SenseiHub emails, newsletters, marketing or promotional materials and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, you can opt-out or customize the type of messages you receive from SenseiHub by emailing us at info@SenseiHub.com.
Use of Personal Information:
). SenseiHub may use your cell phone number to call or text you in order to provide the Marketplace. If you would like more information about our policy, or to opt out, please review our Terms of Service, available at www.SenseiHub/privacy-policy-user-agreement and email info@SenseiHub.com. Employee Data is only used for the for the purposes of facilitating the performance of certain administrative tasks and functions relating to general employment and for processing and investigating reports under the Company's codes and policies (
"Employee Data Purposes"
). We use Financial Information solely as authorized by you in accordance with the Marketplace.
Student-Organization Communication and Work Product:
As part of the Marketplace, we may collect information and communication transferred between Student and Organization, including without limitation the Work Product. Such data may include information input, sent or delivered by the Organization or Student such as a memo, project details and timeline and responses to queries. SenseiHub may use this information for statistical analysis, product development, marketing and research. Except as noted above, we do not treat information contained in these communications as Personal Information, but we may use such information in association with Personal Information, and we may aggregate, analyze and evaluate such information for the same purposes as stated above regarding other Non-Identifying Information.
When you visit the Site, whether as a registered user or a non-registered user just browsing the Site (a
), our servers automatically record information that your browser sends whenever you visit a website (
). This Log Data may include information such as your computer's Internet Protocol (
) address, browser type, browser software version or the webpage you were visiting before you came to our Site, pages of our Site that you visit, the time spent on those pages, information you search for on our Site, access times and dates, and other statistics. In addition, we may use third party services such as Google Analytics that collect, monitor and analyze this type of information in order to increase our Site's functionality and user-friendliness, to better tailor it to our visitors' needs, and to detect suspicious activity. These third party service providers have their own privacy policies addressing how they use such information. We do not treat Log Data as Personal Information, but we may use it in association with Personal Information, and we may aggregate, analyze and evaluate such Log Data for the same purposes as stated above regarding other Non-Identifying Information.
Cookies: Like many websites, we use"Cookies"
Identity theft and the practice currently known as " phishing" are of great concern to SenseiHub. Safeguarding information to help protect you from identity theft is a top priority. We do not and will not, at any time, request your credit card information, your account ID, login password, or national identification numbers in a non-secure or unsolicited e-mail or telephone communication. For more information about phishing, visit the Federal Trade Commission's website.
If you choose to use the Marketplace, you will be able to create a profile, which will be publicly viewable via the Marketplace. Such profile information may include, but not limited to, profile picture, name, location, information on jobs previously performed via the Marketplace and outside the Marketplace, skills, tests taken, hourly pay rates and feedback/rating information, budget, location, history of listings, feedback and rating information and timing of project performance. You may edit your profile via your account. If you choose to connect via the Marketplace, we will share with the applicable counterparty (Student or Organization), information related to your application, including, but not limited to, the information contained in your profile.
We collect feedback from users about their experience with other users of the Marketplace.
Compliance with Laws and Law Enforcement:
SenseiHub cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of SenseiHub or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, unethical or legally actionable activity.
SenseiHub may sell, transfer or otherwise share some or all of its assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
Changing or Deleting Your Information:
All registered users may review, update, correct or delete the Personal Information in their registration profile by contacting us or by making edits via their accounts. If you completely delete all such information, then your account may become deactivated. If you would like us to delete your account in our system, please contact us at info@SenseiHub.com. We will use commercially reasonable efforts to honor your request; however, your Personal Information may remain in our archives. We may retain an archived copy of your records as required by law or for legitimate business purposes. Please bear in mind that neither you nor SenseiHub can delete all copies of information that has been previously shared with others on the Site.
SenseiHub is very concerned with safeguarding your information. The security of your personal information is important to us. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. When you enter sensitive information (such as credit card number or social security number) on our registration or order forms, we encrypt that information using secure socket layer technology (SSL). In some cases, we also encrypt sensitive information where it is stored on our systems. We will make any legally required disclosures of any breach of the security, confidentiality, or integrity of your unencrypted electronically stored " personal data" (as defined in applicable state statutes on security breach notification) to you via email or conspicuous posting on this Site in the most expedient time possible and without unreasonable delay, insofar as consistent with (i) the legitimate needs of law enforcement or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.
Links to Other Sites:
Our Site contains links to other websites. If you choose to click on a third party link, you will be directed to that third party's website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own Cookies or other files on your computer, collect data or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit.
This Site is not directed to persons under 18. We do not knowingly collect personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at info@SenseiHub.com. If we become aware that a child under 13 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files.
Safe Harbor Compliance:
SenseiHub complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use and retention of personal information from European Union member countries and Switzerland. SenseiHub has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view SenseiHub's certification, please visit
for more information and to file a complaint.
Terms of Service
Last Revised: December 13, 2013
These Terms of Service (this
) is a contract between you (
) and SenseiHub (
"SenseiHub", "we" or "us"
). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at
) and related software and services (collectively, the
). SenseiHub may amend this Agreement at any time with thirty (30) days written notice to you. Your continued use of the SenseiHub Marketplace after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE SenseiHub MARKETPLACE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SenseiHub MARKETPLACE. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
1. THE SenseiHub MARKETPLACE
1.1 Purpose of the SenseiHub Marketplace
The SenseiHub Marketplace has been created to offer a number of web-based services to users (each, a
) requesting services to be performed (each, an
, and such services, the
"Services") and students pursuing or individuals having obtained the conditions required by the site (each, a"Student"). Under this Agreement, SenseiHub provides services to you in your capacity as a User. Our services include curating Users, facilitating the formation of projects between Organizations and Students and managing disputes related to those projects. A User may post any number of listings on the marketplace after creating an account. A User with a qualified university email address may also post listings as an Organization or Student. If an Organization and Student agree on terms, a contract is formed directly between such Organization and Student subject to the provisions set forth in Section 4 below (a"Service Contract"
). SenseiHub collects payment from Organizations in connection with their acceptance of a Student bid through the SenseiHub marketplace. SenseiHub then pays Students on behalf of Organizations in connection with their delivery of services through the SenseiHub Marketplace once the Work Product (as defined below) is accepted by Organization.
The SenseiHub Marketplace is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You agree that you are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
2. SenseiHub GENERAL POLICIES
2.1 User Content Transmitted Through the SenseiHub Marketplace
(a) With respect to the content or other materials you upload through the SenseiHub Marketplace or share with other users or recipients, including without limitation the Work Product (collectively,
(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the SenseiHub Marketplace (
), provided by you to SenseiHub are non-confidential and SenseiHub will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
(c) You acknowledge and agree that SenseiHub may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of SenseiHub, its users and the public. You understand that the technical processing and transmission of the SenseiHub Marketplace, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
2.2 Identity and Account Security
SenseiHub reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the your identity. You authorize SenseiHub, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your SenseiHub account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on SenseiHub. You must notify SenseiHub support immediately if you suspect that your password has been lost or stolen. By using your SenseiHub account, you acknowledge and agree the SenseiHub's account security procedures are commercially reasonable.
You acknowledge and agree that a substantial portion of the compensation SenseiHub receives for making the Site available to you is collected as a deduction from the Service Fee (as defined below). SenseiHub only deducts this Service Fee (as defined below) when an Organization and a Student pay and receive payment through the Site. Therefore, for the first project for the first week, after you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request, make and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party.
(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (
) that you upload, post, publish, display, email or otherwise use or distribute (hereinafter,
) via the SenseiHub Marketplace. SenseiHub reserves the right to investigate and take appropriate legal action against anyone who, in SenseiHub's sole discretion, violates this provision. The following are examples of the kind of content and/or use that is illegal or prohibited by SenseiHub; you agree to not use the SenseiHub Marketplace to:
(i) upload any content that (A) infringes any intellectual property or other proprietary rights of any party; (B) you do not have a right to upload under any law or under contractual or fiduciary relationships; (C) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (D) poses or creates a privacy or security risk to any person; (E) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (F) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (G) in the sole judgment of SenseiHub, is objectionable or which restricts or inhibits any other person from using or enjoying the SenseiHub Marketplace, or which may expose SenseiHub or its users to any harm or liability of any type;
(ii) interfere with or disrupt the SenseiHub Marketplace or servers or networks connected to the SenseiHub Marketplace, or disobey any requirements, procedures, policies or regulations of networks connected to the SenseiHub Marketplace;
(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;
(iv) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(v) solicit personal information from anyone under the age of 18;
(vi) harvest or collect email addresses or other contact information of other users from the SenseiHub Marketplace by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(vii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(viii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
(ix) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the SenseiHub Marketplace.
(b) No Reverse Engineering. The technology and software underlying the SenseiHub Marketplace or distributed in connection therewith is the property of SenseiHub, our affiliates and our partners (the
). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by SenseiHub.
(c) Enforcement of Agreement and Policies. SenseiHub has the right, but not the obligation, to suspend or cancel your access to the SenseiHub Marketplace if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting SenseiHub's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the SenseiHub Marketplace to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for SenseiHub. Once suspended or terminated, you MAY NOT continue to use the SenseiHub Marketplace under a different account or reregister under a new account. If you attempt to use the SenseiHub Marketplace under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the SenseiHub Marketplace, including data, messages, files and other material you keep on SenseiHub.
3. PAYMENT TERMS, INVOICES AND PAYMENT METHODS
3.1 SenseiHub Fees
SenseiHub charges Organizations a fee for the services of connecting the two parties prior to the commencement of a Services Contract (
). When a Organization releases escrow funds to a Student (such fee, the
), SenseiHub credits the Student account and then deducts a service fee that SenseiHub earns for creating, hosting, maintaining and providing the Site as further described by the Fee Policy (such fee, the
). All SenseiHub Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.
3.2 Disbursements to Students
SenseiHub will automatically disburse funds to Students according to the payment instructions on file with SenseiHub within one (1) month after funds become payable. Funds become payable to Students after Organizations accept work submitted by a Student. Students may ask SenseiHub to expedite payments. SenseiHub reserves the right to refuse any such request and may assess a processing fee in connection with such a request.
If Organization fails to pay amounts due under this Agreement, whether by cancelling Organization's credit card, initiating an improper chargeback, or any other means, Organization's SenseiHub account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Organization must reimburse SenseiHub for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, SenseiHub may setoff amounts due against other amounts received from or held for Organization, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
3.4 Hold on Funds
In cases of fraud, abuse or violation of this Agreement, all monies due to Student may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.
Organization will make all payments relating to, or in any way connected with, a Service Contract through the SenseiHub Marketplace. Any action that encourages or solicits complete or partial payment outside of the SenseiHub Marketplace is a violation of this Agreement. Should a Organization be found in violation of this Section 3.5, it will owe SenseiHub an amount with respect to each Service Contract equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the SenseiHub Marketplace, plus 18%.
For clarity, you are agreeing to not circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
(a) Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through SenseiHub Marketplace.
(b) Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the SenseiHub Marketplace.
(c) Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Organization and Student through the SenseiHub Marketplace.
YOU AGREE TO NOTIFY SenseiHub IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE SITE. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to SenseiHub by sending an email message to: info@SenseiHub.com.
3.6 Formal Invoices and Taxes
SenseiHub will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Student Fees. Instead, Student will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Student Fees and for issuing any invoices so required. Student will also be solely responsible for: (a) determining whether Student or SenseiHub is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Student Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or SenseiHub, as appropriate; and (b) determining whether SenseiHub is required by applicable law to withhold any amount of the Student Fees, notifying SenseiHub of any such requirement and indemnifying SenseiHub (either by permitting SenseiHub to offset the relevant amount against a future payment of Student Fees or by refunding to SenseiHub the relevant amount, at SenseiHub's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. SenseiHub will have the right, but not the obligation, to audit and monitor Student's compliance with applicable tax laws as required by this Section 3.6. Further, in the event of an audit of SenseiHub, Student agrees to promptly cooperate with SenseiHub and provide copies of Student's tax returns, and other documents as may be reasonably requested for purposes of such audit.
3.7 Payment Methods
Organization hereby authorizes SenseiHub to transact via Paypal, or, run, or have run, credit card authorizations on all credit cards provided by Organization, to store credit card details as Organization's method of payment for Services, and to charge Organization's credit card (or any other form of payment authorized by SenseiHub or mutually agreed to between Organization and SenseiHub).
4. SERVICE CONTRACT TERMS BETWEEN ORGANIZATION AND STUDENT
Unless otherwise agreed to in a writing signed by both Organization and Student, the terms and conditions of the Service Contract are as set forth in this Section 4. Organization and Student may not agree to any other terms and conditions that affect the rights or responsibilities of SenseiHub as described herein.
Student will perform Services in a professional and workmanlike manner and will timely deliver any agreed-upon Work Product.
4.2 Organization Payments and Billing
Organization will pay SenseiHub the agreed-upon amount for the approved project in accordance with Section 3 above.
4.3 Termination of a Service Contract
Organization may terminate at any time but may not recover any payments already made. Student may terminate the Service Contract at any time if no payment by Organization has been made. If a payment has been made on a Contract, Student may terminate only with Organization's prior written consent.
4.4 Organization Materials
Organization hereby grants Student a limited, non-exclusive, revocable (at any time, at Organization's sole discretion) license to use instructions, materials, information and any other intellectual property that Organization provides to Student in connection with a particular Service Contract (collectively, the "Organization Materials"), and the intellectual property rights therein, solely for the performance of the Services. Organization reserves all other rights and interest in and to the Organization Materials. Upon completion or termination of the Service Contract, or upon written request by Organization, Student will immediately return all Organization Materials to Organization and further agrees to purge all copies of Organization Materials and Work Product contained in or on Student's premises, systems or any other equipment otherwise under Student's control. Within ten (10) days of Organization's request, Student agrees to provide written certification to Organization that all Organization Materials have been returned or purged.
4.5 Work Product
Student will make full and prompt disclosure to Organization of all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively,
), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Student for Organization during the term of the Service Contract that results from the Services (
). Student acknowledges that all work performed by Student is on a "work for hire" basis, and Student hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to Organization and its successors and assigns all Student's right, title and interest in all Work Product, and all related patents, patent applications, trademarks and trademark applications, service marks and service mark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions.
Student will cooperate fully with Organization, both during and after the term of the Service Contract, with respect to the procurement, maintenance and enforcement of intellectual property rights in, to or that claim or cover the Work Product. Student will sign, both during and after the term of the Service Contract, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which Organization may deem necessary or desirable in order to protect its rights and interests in any Work Product. If Organization is unable, after reasonable effort, to secure Student's signature on any such papers, Student hereby irrevocably designates and appoints each current and future officer of Organization as Student's agent and attorney-in-fact to execute any such papers on Student's behalf, and to take any and all actions as Student may deem necessary or desirable in order to protect its rights and interests in any Work Product.
4.6 Pre-Existing Developments in Work Product
If Student incorporates any Development that Student has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Service Contract that Student considers to be Student's property or the property of third parties and that Student wishes to have excluded from the scope of the Service Contract (collectively,
) into the Work Product, Student hereby grants Organization and its affiliates a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license (with the full right to sublicense directly, or indirectly through multiple tiers) to (a) copy, distribute, display, perform, and create derivative works of the Pre-Existing Developments, in whole or in part; and (b) use or otherwise practice the Pre-Existing Developments, in whole or in part, including without limitation, the right and license to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Pre-Existing Developments and the right to practice any method covered by or included in the Pre-Existing Developments. Notwithstanding the foregoing, Student will not incorporate, or permit to be incorporated, Pre-Existing Developments in any Work Product without Organization's prior written consent.
4.7 Worker Classification
The intent is that Students will be properly classified as Independent Contractor of Organization and Organization agrees (a) that Organization does not in any way supervise, direct, or control Student's work, (b) that Organization does not, in any way, supervise, direct, or control Student's work hours and location of work, and (c) Organization does not provide Student with training or equipment needed for any Contract. Notwithstanding the foregoing, Organization assumes all liability for proper classification of Students as independent Contractors or employees based on applicable legal guidelines.
This Agreement does not create a partnership or agency relationship between Organization and Student. Student does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Organization. Student acknowledges that SenseiHub does not, in any way, supervise, direct, or control Student's work or Services performed in any manner. SenseiHub does not set Student's work hours and location of work. SenseiHub will not provide Student with training or equipment needed for any Service Contract. SenseiHub will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Organization and Student will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Student's performance of Services.
For Service Contracts classified as independent contractor relationships, Organization may not require an exclusive relationship between Organization and Student. A Student classified as independent contractor is free at all times to provide Services to persons or businesses other than Organization, including any competitor of Organization. Organization and Student agree to indemnify, hold harmless and defend SenseiHub from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Student was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Student was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that SenseiHub was an employer or joint employer of Student, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
4.8 Audit Rights
Organization and Student each will (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to SenseiHub upon request. SenseiHub, or SenseiHub's advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Student's operations and records to confirm compliance. Nothing in this provision should be construed as providing SenseiHub with the right or obligation to supervise or monitor the actual Services performed by Student.
4.9 Third Party Beneficiary
SenseiHub is hereby named as a third party beneficiary of each Service Contract.
Service Contracts will be governed by Sections 6 (Confidential Information) and 11 (General) of this Agreement, as applicable either directly or by way of analogy.
4.11 Entire Agreement
The terms and conditions set forth in this Section 4 and any additional or different terms expressly agreed by Organization and Student will constitute the entire agreement and understanding of Organization and Student with respect to each Service Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
5. YOUR ACKNOWLEDGMENT OF SenseiHub'S ROLE 5.1 Service Contracts
You expressly acknowledge, agree and understand that: (i) the SenseiHub Marketplace is merely a venue where users may act as either Organizations or Students; (ii) SenseiHub is not a party to any Service Contracts between Organizations and Students; (iii) you recognize, acknowledge and agree that you are not an employee of SenseiHub and that SenseiHub does not, in any way, supervise, direct, or control your work or Services; (iv) SenseiHub will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users; (v) SenseiHub has no control over Students or over the Services promised or rendered by Students; and, (vi) SenseiHub makes no representations as to the reliability, capability, or qualifications of any Student or the quality, security or legality of any Services, and SenseiHub disclaims any and all liability relating thereto.
SenseiHub does not introduce Students to Organizations or help Students find their work, however, SenseiHub does provide search tools and automatic email notifications that may facilitate such introductions. SenseiHub merely makes the SenseiHub Marketplace available to enable Students to identify and determine the suitability of Organizations for themselves, and to enable Organizations to identify and determine the suitability of Students for themselves. SenseiHub does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Students to deliver Services, the ability of Organizations to pay for Services, or that a Organization or Student can or will actually complete a transaction.
5.2 No Background Checks
SenseiHub is not required to and does not verify any information given to us by Students or Organizations, nor does SenseiHub perform background checks on Students or Organizations. SenseiHub may provide information about a Student or Organization, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that Student or Organization submits. And SenseiHub provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by SenseiHub. Because SenseiHub does not guarantee or endorse the ability of Students to provide services, we have however established a feedback system to help you evaluate the user with whom you are dealing.
5.3 SenseiHub's Proprietary Rights
SenseiHub and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected (collectively,
) in and to the SenseiHub Marketplace. You may not use the SenseiHub Marketplace except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. SenseiHub reserves the right to withdraw, expand and otherwise change the SenseiHub Marketplace at any time in SenseiHub's sole discretion. You will not be entitled to create any "links" to the Site, or "frame" or "mirror" any content contained on, or accessible through, the Site, on any other server or internet-based device.
5.4 Third Party Websites
The SenseiHub Marketplace may provide, or third parties may provide, links or other access to other sites and resources on the Internet. SenseiHub has no control over such sites and resources and SenseiHub is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that SenseiHub will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the SenseiHub Marketplace are between you and the third party, and you agree that SenseiHub is not liable for any loss or claim that you may have against any such third party.
5.5 Social Networking Services
You may enable access to various online third party services through the SenseiHub Marketplace, such as social media and social networking services like LinkedIn (
"Social Networking Services"
In addition, SenseiHub is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, SenseiHub is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. SenseiHub enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
5.6 SenseiHub as a Limited Agent
This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and SenseiHub, except and solely to the extent expressly stated in this Agreement.
From time to time, a user may ask SenseiHub to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoint SenseiHub as its agent for the limited purpose of executing documents that confirm your activities on the SenseiHub Marketplace. SenseiHub will act on your behalf and in a clerical capacity, without in any way restricting SenseiHub's rights or expanding SenseiHub's obligations under this Agreement or any Service Contract. You hereby appoint SenseiHub as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Students or to SenseiHub, if another user so requests.
6. CONFIDENTIAL INFORMATION
6.1 Confidentiality "Confidential Information"
means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by SenseiHub, a Organization or a Student (the
) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to any other party (the
) or which would be apparent to a reasonable person, familiar with Disclosing Party's business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that reports and/or information related to or regarding the Services or Work Product, or a Disclosing Party's business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party. Notwithstanding anything to the contrary, you acknowledge and agree that the "Toolkit" made available by SenseiHub through the Website is deemed SenseiHub's Confidential Information.
6.2 Use of Confidential Information
The Receiving Party acknowledges that it will have access to the Disclosing Party's Confidential Information. The Receiving Party agrees that it will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Services Contract, as applicable, or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) employees who are required to have access to the Confidential Information in connection with the exercise of Receiving Party's rights and performance of its obligations under this Agreement or a Services Contract, as applicable, and (b) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Section 6. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Party's Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Party's Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.
If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at Organization's or Student's written request (which may be made at any time at Organization's or Student's sole discretion), Organization or Student (as the case may be) will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Organization or Student, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.
Without limiting Section 6.1 above (Confidentiality), Organization, Student and SenseiHub will not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Services Contract.
7. WARRANTY DISCLAIMER
SenseiHub makes no express representations or warranties with regard to the services, work product, site, marketplace or any activities or items related to this agreement. To the maximum extent permitted by law, SenseiHub disclaims all express or implied conditions, representations and warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Section 10.2 below (termination) states your sole and exclusive remedy against SenseiHub with respect to any defects, non-conformances or dissatisfaction.
8. LIMITATION OF LIABILITY
In no event will SenseiHub be liable for any special, consequential, incidental, exemplary or indirect costs or damages, litigation costs, installation and removal costs or loss of data, production or profit. The liability of SenseiHub to any user for any claim arising out of or in connection with this agreement will not exceed the greater of: (a) us$2,500; and (b) any SenseiHub fees retained by SenseiHub with respect to contracts on which you were involved as organization or student during the six (6) month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.
9.1 Proprietary Rights
You will indemnify, defend and hold harmless SenseiHub and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an
) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by you infringes Proprietary Rights or other rights of any third party.
9.2 Indemnification by Organization
Each Organization will indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Organization's use of Services, including without limitation claims by or on behalf of any Student for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Organization and a Student.
9.3 Indemnification by Student
Each Student will indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Student's provision of Services, or (ii) any Service Contract entered into between such Student and a Organization.
10. TERM AND TERMINATION
The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 10.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.
10.3 Consequences of Termination
Termination will not relieve Organization of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Organization's credit card or other form of payment pursuant to Section 3.7 above (Payment Methods). SenseiHub will pay Student, in accordance with the provisions of Section 3 above (Invoices and Payment Methods).
Sections 2, 3, 4, 5, 6, 7, 8, 9, 10.4, 11, 12 and 13 of this Agreement will survive any termination thereof.
11.1 Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
11.2 Side Agreements
Section 11.1 above notwithstanding, Organizations and Students may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand SenseiHub's obligations or restrict SenseiHub's rights under this Agreement.
You will not violate any laws or third party rights on or related to the SenseiHub Marketplace. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties' Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the SenseiHub Marketplace, including as it concerns online conduct and acceptable content.
11.4 Notices; Consent to Electronic Notice
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the SenseiHub Marketplace. Notices hereunder will be invalid unless made in writing and given (a) by SenseiHub via email (in each case to the email address that you provide), (b) a posting on the SenseiHub Site or (c) by you via email to support@SenseiHub.com or to such other addresses as SenseiHub may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement will be binding upon SenseiHub unless in a written instrument signed by a duly authorized representative of SenseiHub. For the purposes of this Section 11.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
11.6 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
You may not assign this Agreement, or any of its rights or obligations hereunder, without SenseiHub's prior written consent in the form of a written instrument signed by a duly authorized representative of SenseiHub (and, for the purposes of this Section 11.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). SenseiHub may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
11.9 Choice of Law
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the State of Delaware , without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.10 Personal Jurisdiction and Venue
You agree that any claim you may have against SenseiHub must be resolved by the Delaware Court of Chancery. You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
11.11 Prevailing Language
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
12. YOUR PRIVACY
13. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the SenseiHub Marketplace from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at SenseiHub, Inc., 617-947-8270.
Last Modified: December 1, 2013
It is free to join SenseiHub as an Organization or a Student and there are no charges to post projects or to submit bids to work on projects.
After a bid for a project has been accepted, payment equal to the stipend plus 1) 10% service fee 2) Transaction Fee is transferred to SenseiHub. SenseiHub holds on to the money until the project is completed. Then, SenseiHub transfers to the Student a payment equal to the stipend. For purposes of transparency, we show all service and Transaction Fee to the Organization and Student.
To illustrate our fees, if a Student accepts an Organization stipend of $200, the Organization will pay to SenseiHub $226 ($200 + $20 Service Fee + $6 Transaction Fee). Once work is complete, SenseiHub will transfer to the Student $200.
This is the only required cost of using SenseiHub. In the future, we may offer optional costs for Organizations and Students looking to enhance their success on the platform, but they are voluntary in nature. If you have further questions, please contact us at