This Agreement is entered into by and between Sokrat.me as a product of Sky Language Services, Incorporated. (“Company,” “we,” “us,” or “our”) and you (“independent Contractor” or “you” or “your”) (each herein also referred to individually as a “Party,” or collectively as the “Parties”), and governs your use of Sokrat.me. By acknowledging this Agreement or performing Services, you are consenting to the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not register an account with the Company or provide Services. By accepting this Agreement or performing Services, you acknowledge and agree to such terms which are hereby expressly incorporated by reference into this Agreement.
- Independent Contractor. you agree and acknowledge that you are an Independent Contractor and not, for any purpose, an employee of Sky Language Services. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture, or any other fiduciary relationship.
1.1 Independent Contractor does not have any authority to enter into agreements or contracts on behalf of Sky Language Services, and shall not represent that it possesses any such authority.
1.2 Independent Contractor shall not be entitled to any benefits, including, but not limited to, coverage under medical, dental, retirement, or other plans.
1.3 Sky language Services shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax, or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement.
1.4 The Company shall not withhold any taxes or other monies from any compensation paid to Independent Contractor under this Agreement, and Independent Contractor will be solely responsible for its own payment of taxes.
1.5 Nothing in this Agreement is intended to prohibit, discourage, or limit Independent Contractor from engaging in any other business activities, including providing the same or similar services to any of the Company’s competitors. Independent Contractor reserves the right to perform its services for other third parties and advertise its services as available to others.
- Services. Independent Contractor shall perform Services, including but not limited to, translation, proofreading, and other language services as per the quality standards accepted by Sky Language Services in the terms of service and as may satisfy the Company's clients. In addition, Independent Contractor shall perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties.
2.1 Sky Language Services shall not reimburse Independent Contractor for expenses. All costs and expenses incurred by Independent Contractor in connection with the performance of the Services shall be the sole responsibility of and paid by Independent Contractor.
2.2 Independent Contractor will use its own tools and material to perform the Services. The company shall not provide any of it.
2.3 Independent Contractor is solely responsible for determining when, where, and how it will perform the duties in a manner commensurate with the Company's quality and according to its terms of service.
3.Assignments. Independent Contractor may choose to accept or reject any assignment made available on the website and understands that there is no minimum or a maximum number of assignments. However, Independent Contractor may not accept more than one assignment at a time.
- Payment.The Companywill pay for the Service completed and fully approved by its clients concerned and according to the pay-rate agreed on between the Company and the Independent Contractor in writing and as stated on the Independent Contractor's account on this website. Independent Contractor shall take the necessary steps to receive its payment including, but not limited to, opening an account in the payment channels approved by the Company.
- Independent Contractor Representation and Warranties.Independent Contractor represents and warrants that it has all the necessary licenses, permits, experience, and registrations, if any, required to perform the Services under this Agreement in accordance with applicable rules and regulations and that it will perform the Services according to the Company's guidelines and specifications and with the standard of care prevailing in the industry.
5.1 Independent Contractor warrants that it is over eighteen years of age or the age of majority in its jurisdiction, whichever is greater and of legal age to form a binding contract. Independent Contractor also warrants, under this agreement, that it is not barred from providing the Services stated in this agreement under the law.
5.2 Independent Contractor warrants that the information provided by Independent Contractor to Company, including, but not limited to, name, address, email address, nationality, and other information shall be true.
- Mutual Representations and Warranties. Both Company and Independent Contractor represent and warrant that each Party has full power, authority, and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
- Confidentiality.In the course of performing the Services, Independent Contractor will be exposed to confidential and proprietary information of the Company and its clients.
7.1 Confidential and Proprietary Information. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public which the Company and/or its clients consider confidential and proprietary. Independent Contractor acknowledges and agrees that the Confidential Information is the valuable property of the Company and/or its Clients, developed over a long period of time at substantial expense and that it is worthy of protection.
7.2 Confidentiality Obligations. Independent Contractor shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Company's prior written consent.
7.3 Rights in Confidential Information. All Confidential Information disclosed to Independent Contractor by the Company or any of its Clients is and shall remain the sole and exclusive property of the Company and/or its Client, and is disclosed or permitted to be acquired by Independent Contractor solely in reliance on Independent Contractor’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership, or other interest in or title to the Confidential Information to Independent Contractor.
7.4 Irreparable Harm. Independent Contractor acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, Company shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Company shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential. In any action brought by the Company under this Section, Company shall be entitled to recover its attorney’s fees and costs from Independent Contractor.
- Terms and Termination.Independent Contractor acknowledges and agrees that the engagement with the Company is at-will, subject to being terminated at the discretion of the Company at any time. At the time of termination, Independent Contractor agrees to return all Company's intellectual property or information used in the performance of the Services, including but not limited to reports, tools, and documents. Independent Contractor may terminate this agreement by closing its account on this website.
- Indemnification.Independent Contractor shall indemnify and hold harmless Company from any damages, claims, liabilities, loss, and expenses, including reasonable attorney’s fees, arising out of any act or omission of Independent Contractor in performing the Services or the breach of any provision of this Agreement by Independent Contractor.
- 10. Disputes.Any dispute arising from this Agreement shall be resolved through Arbitration. The dispute shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
- Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
- Assigns.The interests of the Independent Contractor are personal to Independent Contractor and cannot be assigned, transferred, or sold without the prior written consent of the Company.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements of the Parties.
- Amendments. No supplement, modification, or amendment of this agreement shall be binding unless executed with the consent of both Parties. Independent Contractor will be made aware of any amendments and will be given the time to review and sign amended Agreement.
- 15. Notices. Any notice or other communication given or made by either Party under this Agreement shall be in writing, delivered by hand, sent by courier service, or sent by certified or registered mail, return receipt requested, to the address stated on this website or another address as that party may subsequently designate by notice and shall be deemed given on the date of delivery. Notices and communication may also be given or made by email when sent and receipt has been confirmed.
- Waiver. Neither Parties shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under unless such waiver expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
- Further Assurances.At the request of one party, the other party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to affect the terms of this agreement
- No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.
- Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
