Terms and conditions
RESTRICTIONS AND RESPONSIBILITIES
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Nguyen or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
You represent, covenant, and warrant that you will use the Services only in compliance with Nguyen’ standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agrees to indemnify and hold harmless Nguyen against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Nguyen has no obligation to monitor your use of the Services, Nguyen may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
CONFIDENTIALITY; PROPRIETARY RIGHTS
You shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to you as part of the Services. Nguyen shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree not to solicit any employee or independent contractor of Nguyen, either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of Nguyen, and paid a USD 5,000 release fee. Failure to obtain a written approval will be subject to a USD 50,000 solicitation fee.
During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree to not induce any employee, vendor or independent contractor associated with Nguyen to terminate or breach an employment, contractual or other relationship with Nguyen.
PAYMENT OF FEES
You will pay Nguyen the then applicable fees described in the invoice for the Services in accordance with the terms therein adjusted for any discounts (the “Fees”), regardless of being higher than any quotes or estimates provided to you before or during the time period the Services were provided. A change in pricing or fee structure will not apply to an agreed Service identified by a unique project number (a “Project”), for which you have or should have received a Project Confirmation email. However, Nguyen reserves the right to change its prices, fee structures or applicable charges and to institute new charges and fees at any time without notifying you. Changes in prices or fee structure or other charges will apply to any Project started thereafter, regardless of you having used Nguyen Services prior to such changes. All Projects are subject to a minimum cost of USD 99. It is your responsibility to review the Nguyen pricing page or inquire Nguyen about the latest prices and fee structure. If you believe that Nguyen has billed you incorrectly, you must contact Nguyen no later than 7 days after receiving the Project Closed email or invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to [email protected] It is your responsibility to terminate a Project if progress is not deemed satisfactory, and hours used by you on the Nguyen platform must be paid in full, regardless of satisfaction with end product. It is your responsibility to inquire for progress reports sufficiently frequently to evaluate progress. In the event that freelancers on the Nguyen platform have performed unsatisfactory, it is your responsibility to report to Nguyen as soon as possible, to allow Nguyen to handle the dispute and potentially credit you.
By using or agreeing to use the Services, you commit to provide a valid payment method with available funds to pay for any Fees through an account on Nguyen.com, and to maintain a valid payment method until all Services are paid for. Nguyen reserves the right to not provide any Services before you have provided a valid payment method through an account on Nguyen.com.
Nguyen may choose to bill through an invoice. In any case, full payment for invoices issued, and for amounts that have been attempted charged on your credit card or by another payment method, in any given month, must be received by Nguyen no later than fourteen (14) days after the emailing date of the invoice, or date of the attempted charge to credit card or other payment method, respectively. If any outstanding amount has not been paid within 14 days, a USD 50 late payment fee will be added to the unpaid amount. Furthermore, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Unpaid amounts that have not been paid after 30 days will be sent to a Debt Collection agency. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Nguyen’ net income.
Payment by bank transfer or wire transfer is subject to a USD 50 transaction fee that will be added to your invoice.
Nguyen will use commercially reasonable efforts to provide you the Services agreed upon and you shall pay Nguyen the Fee in accordance with these Terms. In cases where the Service has been cancelled, terminated or aborted, either by you or by Nguyen, you will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
You hereby authorize Nguyen to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by Nguyen or mutually agreed to between you and Nguyen).
We reserve the right to invoice incurred amount on a Project at any time, including but not limited to situations where we await your feedback or your confirmation that the Project has been completed. In situations where we do not receive feedback or confirmation of completion within 14 days from delivery of any Service, either complete or incomplete, incurred amount on the Project will be invoiced automatically. Nguyen reserves the right to close and invoice a Project if it is still ongoing 30 days after you received or should have received the Project Confirmation email. Subject to these Terms, Nguyen will provide reasonable support to start a new Project for any remaining work.
If you are using the Services on behalf of an organization, and that organization defaults or in any other way is not able to pay any outstanding amount owed to Nguyen, you are personally jointly liable for payment, unless it is evident that you had no knowledge of the causes for the organization’s inability to pay.
Nguyen reserves the right to give and withdraw credits at its own discretion. All credits given expire 6 months after creation, regardless of being unlocked or activated at a later point in time. Nguyen reserves the right to change its credit reward functionality at any time without notice. It is your responsibility to inquire Nguyen about the latest credit functionality and the status of your credits.
WARRANTY AND DISCLAIMER
Nguyen shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Nguyen or by third-party providers, or because of other causes beyond Nguyen’ reasonable control, but Nguyen shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Nguyen does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND Nguyen DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You will indemnify, defend, and hold harmless Nguyen, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Services by you or your agents, including any Customer Data provided by you or your agents and any payment obligations incurred through use of the Services; (b) any contract entered into by you or your agents; (c) failure to comply with these terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement or allegations thereof of registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret to the extent caused by you or your agents. Nguyen will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, Nguyen AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND Nguyen’ REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO Nguyen FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT Nguyen HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You will not violate any laws or third party rights on or related to Nguyen. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights.
You consent to the use of (a) electronic means to fulfil these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. Notices hereunder will be invalid unless made in writing and given (a) by Nguyen via email (in each case to the email address that you provide), (b) a posting on the Nguyen Site or (c) by you via Nguyen. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to these Terms will be binding upon Nguyen unless in a written instrument signed by a duly authorized representative of Nguyen. For the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
Nguyen’ failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect Nguyen’ right to later enforce or exercise it, unless Nguyen issues an express written waiver, signed by a duly authorized representative of Nguyen.
You may not assign these Terms, or any of the rights or obligations hereunder, without Nguyenʼ prior written consent in the form of a written instrument signed by a duly authorized representative of Nguyen (and, for the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). Nguyen may freely assign these Terms, or any of the rights or obligations hereunder, without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.
These Terms will inure to the benefit of the successors and permitted assigns of the parties. If and to the extent any provision of these Terms 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.
These Terms and any controversy, dispute or claim arising out of or relating to these Terms, 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).
The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of Nguyen 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.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Nguyen’ prior written consent. Nguyen may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Nguyen in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms, and the contract between you and Nguyen that these Terms form, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You otherwise agree to reasonably cooperate with Nguyen to serve as a reference account upon request.
These Terms set 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.