Terms of Service

Please read these Terms of Service ("Terms" or "Terms of Service") carefully before using the  website (the “Platform” or “Chaadhr Platform”) operated by letschaad, llc. and  its subsidiary Letschaadhr("Chaadhr", "us", "we", or "our"). For  purposes of these Terms, “you” and “your” means you as a user of the  Services. We may update these Terms by posting an updated version to our  website (“Site”) here

Your access to and use of the services (the “Services”) we make  available to you on the Platform is conditioned upon your acceptance of  and compliance with these Terms. These Terms apply to all visitors,  users and others who wish to access or use the Services. By accessing or  using the Services, you agree to be bound by these Terms and to receive  all communications and notices from us electronically. If you disagree  with any part of the Terms, then you do not have our permission to  access the Service. If you have questions about these Terms, contact our  Customer Support team by submitting a request here before accessing the  Services.

If you are accessing or using the Services on behalf of a business or other legal entity (“Business”),  (i) you represent that you are authorized to enter into, and bind the  Business to these Terms and register for the Services; and (ii) the  Business is legally and financially responsible for your access to and  use of the Services, as well as for the use of the Services by others  affiliated with you, including any employees, agents or contractors.


1. Overview.

Chaadhr enables businesses to seamlessly manage relationships with local  and international independent contractors. You may register to the  Platform as either a “Contractor” or “Client”. Depending on the  designation of your account, different Services may be available to you.  Certain Services may also only be available subject to the payment of  such fees detailed on the Platform.

Client and Contractor Management Services

Clients use Chaadhr to seamlessly onboard Contractors to their accounts  payable systems, conduct vendor due diligence, guide them on compliance  in regards to tax and labor regulations, execute agreements and produce  statements of work, and simplify the process of making payments to  Contractors (“Client Management Services”).

Contractors use Chaadhr to easily connect with their clients,  memorialize contract terms, store payment and bank account preferences,  and unify payment flows through a single platform (“Contractor  Management Services”).

How it works:

  • Registration is free.
  • Chaadhr collects compliance information from Contractors on behalf of Clients.
  • Clients pay a monthly fee, fixed fee, or per active contract fee and  a percentage fee of the volume paid out, as further set forth on the  Chaadhr Platform.
  • Chaadhr’s Contract generation tool allows Users to set memorialize timelines, deliverables, fees, and acceptance criteria.
  • Clients and Contractors agree that the acceptance criteria have been met.
  • Clients make payments to Contractors through the Chaadhr Platform using supported payment methods.
  • Chaadhr makes payouts to Contractors.
  • Contractors receive owed funds after every payout until the contract is terminated by either Client or Contractor.
  • In the event that the contract is a milestone contract, the contract will continue until it is terminated.

Consultant Services

Clients may also use Chaadhr to receive the services of specialized  consultants engaged by Chaadhr, Chaadhr EOR Partners and/or other third-party  partners of Chaadhr (“Consultants”) for the provision to Clients of certain  human resource and other related services (“Consultant Services”). The  receipt of any Consultant Services is subject to the execution of a  separate agreement between the Client and Chaadhr or the applicable Chaadhr  EOR Partner, as set forth on the Chaadhr Platform (“Consultant Services  Agreement”). In the event of a conflict between the Consultant Services  Agreement and these Terms, the provisions of the Consultant Services  Agreement shall prevail.

2. Definitions.

Capitalized terms in these Terms of Service are defined as follows:

“Account” is an account to access and use the Platform in accordance with the terms hereof.

“Administrator” are Users with authority to, on behalf of a Business,  apply for an Account, access the Services, manage an Account, and  otherwise act on behalf of the Business.

“Clients” are Users who use the Services to onboard Contractors,  perform due diligence, generate and execute Contracts, make payments to  Contractors for their services and/or in connection with the receipt of  any Consultant Services.

“Contracts” are the legally binding documents executed by Clients and  Contractors using the Platform’s Contract generation tool that describe  the services to be provided by the Contractor, payment terms, and other  information regarding the legal relationship between a Client and a  Contractor.

“Contractors” are Users who offer and perform services to Clients as  described in Contracts and who receive payments from Clients through the  Platform.

“Chaadhr EOR Partners” are third parties engaging with Consultants as an  employer of record in connection with the provision of Consultant  Services.

“Disputes” are disagreements between a Client and a Contractor  regarding performance of, or payment for the services described in a  Contract.

“Payment Service Provider(s)” are third-party financial service  providers with respect to payment of funds by Users hereunder,  including, payments from Clients and settlement of funds to Contractors  as part of the Management Services.

“Funds” are the funds payable to Contractors for the services described in a Contract.

“Management Services” are any Client Management Services or Contractor Management Services.

“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.

3. Eligibility.

We make the Platform and the Services available to Users 18 years of  age or older. If you are not 18, you may not create an Account or use  the Services. You must be a human to open an Account. Accounts  registered by “bots” or other automated methods are not permitted. You  may not maintain more than one Account at a time. By applying for an  Account and using the Services, you represent and warrant that you are  of legal age to form a binding contract and meet all of the foregoing  eligibility requirements. If you do not meet these requirements, you may  not access or use the Services or apply for an Account. Chaadhr may refuse  to provide open an Account for any individual or entity at its sole  discretion.

4. Chaadhr Accounts.

4.1. Applying for an Account.

In order to access and  use the Services, you will be required to create an account. To apply  for an Account, you must provide your full legal name, a valid email  address, your social security number, EIN, TIN, legal address and any  other required information to complete the sign-up process, as requested  by Chaadhr. If you are applying for an Account on behalf of a Business,  you may also be required to provide a business address, business  ownership details, the nature of the business and other business  information that we may request. We will use this information to permit  Chaadhr and its financial partners to conduct due diligence on you prior to  opening an Account, and throughout the course of our business  relationship with you. Our use of your information is subject to the  terms of our Privacy Policy (“Privacy Policy”).  If you do not agree to the terms of our Privacy Policy, do not apply  for an Account. If you are applying for an Account on behalf of a  Business, you must specify at least one Administrator. You are liable  for any actions of your Administrator, and for any other person with  access to your credentials or your Account. If you are an Administrator,  you represent and warrant that you have the authority to apply for and  to manage your Business’ Account.

4.2. Account Security.

You are fully and solely  responsible for maintaining the privacy and security of your computer  system, mobile device and all activity on your Account, even if such  activities were not committed by you. You will promptly disable access  to the Services if you believe your Account has been compromised or  stolen, and you will immediately notify us if you believe your Account  credentials have been compromised or stolen, and in the event of any  unauthorized access to or use of your Account. Chaadhr will not be liable  for any losses or damage arising from unauthorized use of your account  or password, and you agree to indemnify and hold Chaadhr harmless for any  unauthorized, improper or illegal use of your account and any charges  and taxes incurred, unless you have notified us via e-mail at  that your account has been compromised and have requested that we block  access to it, which we will do as soon as reasonably practicable. We  will attempt to prevent unauthorized transactions or other activity  using your Account, and we will assist you in the event your Account is  compromised, but we do not police for and cannot guarantee that we will  learn of or prevent, any inappropriate use of the Services and you are  solely responsible for any financial or other loss that results from  unauthorized access to your Account. We may suspend access to your  Account if we suspect your Account has been compromised.

5. Use of Services.

Subject to these Terms and the terms of any Consultant Services  Agreement, as applicable, Chaadhr allows you to access and use the Platform  and/or Services on a non-exclusive basis solely for your or the  Business’, as applicable, internal business purposes. Chaadhr may, at its  sole discretion and at any time, modify or discontinue providing the  Services or any part thereof without notice.

Use of and access to the Platform and/or Services is void where  prohibited by law. By using the Services, you (where relevant on behalf  of the applicable Business) represent and warrant that (a) any and all  registration information you submit is truthful and accurate; (b) you  will maintain the accuracy of such information; (c) your use of the  Services does not violate any applicable law, regulation, or obligation  you may have to a third party; (d) will not add any Personal Data (as  defined in the DPA) of any third-party (“Third-Party“)  to the Services, without the prior consent of the applicable  Third-Party, and shall ensure that a record of such consents is  maintained, all as required under applicable law; and (e) you shall  comply with applicable laws, regulations, guidelines, these Terms and  any Consultant Services Agreement throughout your use of the Platform  and/or Services.

6. Content.

Certain types of content may be made available through the Services. “Content”  as used in these Terms means, collectively, all content on or made  available through the Services, including any documents, images, photos,  pictures, videos, data, audio or text, and any modifications or  derivatives of the foregoing. Chaadhr allows you to upload certain content  including but not limited to documents, text and other data on or  through the Services, referred to herein as “User Content”.


Chaadhr may, at its sole discretion, choose to monitor User Content for  inappropriate or illegal behavior, including through automatic means,  provided however, that Chaadhr reserves the right to treat User Content as  content stored at the direction of users for which Chaadhr will not  exercise editorial control except when violations are directly brought  to Chaadhr’s attention.

You understand that Chaadhr is not responsible for the accuracy,  usefulness, safety, appropriateness of, or infringement of any  intellectual property rights of or relating to this Content (including  but not limited to the User Content). Although Users must agree to these  Terms, it is possible that other Users (including unauthorized users)  may post or transmit offensive or obscene materials and that you may be  involuntarily exposed to such offensive or obscene materials. You hereby  waive any legal or equitable rights or remedies you have or may have  against us with respect thereto.

It is also possible for others to obtain Personal Data about you due  to your use of the Platform, including through any User Content that you  make available through your account. Anyone receiving or viewing User  Content you share with other Users may use information you provided  through such User Content for purposes other than what you intended. We  are not responsible for the use of any Personal Data that you disclose  on the Platform or through any User Content by any third party. By  making any information available through the Platform you acknowledge  that you understand and have agreed to such risks.

7. Restrictions.

7.1 User Content Restrictions.

Chaadhr has no obligation  to accept, display, or maintain any User Content. Moreover, Chaadhr  reserves the right to remove and permanently delete any User Content  uploaded by you, without notice and for any reason. You are and shall  remain at all times fully and solely responsible for any User Content  that you upload to the Services. You represent and warrant that any User  Content that you upload (i) complies with applicable law; (ii) does not  infringe or violate any third-party intellectual property rights,  privacy or publicity rights, or moral rights; and (iii) that you have  all necessary rights and authorities to submit such User Content.

Without limiting the foregoing, you agree that you will not transmit,  submit or upload any User Content to the Platform and/or Services or  act in any way that: (i) restricts or inhibits use of the Services; (ii)  imposes an unreasonably or disproportionately large load on our  infrastructure; (iii) violates the legal rights of others, including  defaming, abuse, stalking or threatening Users; (iv) infringes (or  results in the infringement of) the intellectual property rights, moral  rights, publicity, privacy, or other rights of any third party; (v) is  (or you reasonably believe or should reasonably believe to be) stolen,  illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or  in furtherance of any illegal, counterfeiting, fraudulent, pirating,  unauthorized, or violent activity, or that involves (or you reasonably  believe or should reasonably believe to involve) any stolen, illegal,  counterfeit, fraudulent, pirated, or unauthorized material; (vi) does  not comply with all applicable laws, rules and regulations; or (vii)  posts, stores, transmits, offers, or solicits anything that contains the  following, or that you know contains links to the following or to  locations that in turn contain links to the following: (a) material that  we determine to be offensive (including material promoting or  glorifying hate, violence, bigotry, or any entity (past or present)  principally dedicated to such causes or items associated with such an  entity), (b) material that is racially or ethnically insensitive,  defamatory, harassing or threatening, (c) pornography or obscene  material, (d) any virus, worm, trojan horse, or other harmful or  disruptive component; or (e) anything that encourages conduct that would  be considered a criminal offense, give rise to civil liability, violate  any law or regulation or is otherwise inappropriate or offensive.

7.2. Use Restrictions.

You may not use the Platform  and/or Services for any illegal, fraudulent or unauthorized purposes.  You may not use the Services to violate intellectual property laws, or  any other any laws in your jurisdiction that are applicable to you. You  may not use the Services for personal, household, family, consumer or  other non-commercial purposes. You may only use the Services for your  bona fide internal business purposes in accordance with the terms  hereof. You may not use the Services to solicit or provide services for  the benefit of (a) an individual, organization, or country that is  blocked or sanctioned by the United States, including those identified  on the United States Office of Foreign Asset Control (OFAC); (b) any  unaffiliated third parties; or (c) any other services not for the  benefit of a User.

Further, you may not (i) use the Platform and/or Services to solicit  or provide services involving or related to any of the Prohibited User  Activities set forth in the Prohibited Activity List;  or (ii) do or attempt to do any of the Prohibited Uses set forth in the  Prohibited Activities List. If we suspect or determine that you are  using the Services in any many related to any Prohibited User Activities  and/or Prohibited Uses, we reserve the right to disable your Account,  freeze any funds in your Account, and report your activity to our  financial services providers and other regulatory authorities with  jurisdiction over us or you. To the extent permitted by applicable law,  we will provide you with notice of any of the foregoing promptly  following taking any such action.

8. Data Protection.

You acknowledge and agree that Chaadhr may collect and process your  Personal Data in connection with your receipt of the Services. Chaadhr  shall process such Personal Data in accordance with Chaadhr’s Data  Processing Addendum which forms an integral part of the Terms of  Service.

9. Payments.

9.1 Payment Plans.

If you are a Client, certain  Services are subject to the payment of the fees to Chaadhr detailed on the  Chaadhr Platform. You may access and use such Services by selecting from  one of our payment plans ("Payment Plan(s)"). Payment Plan details are  set forth on our Pricing Page.  You hereby agree to make payment to Chaadhr of such fees detailed on the  Platform in accordance with your applicable Payment Plan. If you are  using our Platform in connection with Consultant Services provided by  Chaadhr EOR Partners, your use of the Platform is not subject to the  payment of any fees to Chaadhr. Please note additional fees may apply  pursuant to the applicable Consultant Services Agreement.

The payment plan will be charged at the moment you issue a payment to  a Contractor or an employer or record on the platform as an additional  amount. A separate invoice will be generated and will be located in the  billing section.

If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:

  • Foreign Transaction Fees. You acknowledge that for certain  transactions, your Card’s issuing bank may charge a foreign transaction  fee or other charges.
  • Declined Payment. If payment is declined due to expiration  of the Card, insufficient funds, or otherwise, Client remains  responsible for any amounts not remitted to Chaadhr and Chaadhr may, in its  sole discretion: (i) continue presenting the Card once it has been  updated by Client (if applicable) or (ii) terminate this Agreement.
  • In the case where you have auto payments activated on Chaadhr,  we will automatically charge you your payment plan on top of the  payments Client will be issuing.

Chaadhr may modify your Payment Plan fees at any time and in its sole  discretion upon at least 30 days advance notice to you before the end  date of your next billing cycle. Changes to Payment Plans will become  effective at the end of the next billing cycle following your receipt of  notice of the change. If you do not agree to the fee change, you must  terminate your Payment Plan at least 5 days prior to the end of your  next billing cycle by sending Chaadhr notice of termination to  Your continued use of the Services after the Payment Plan change  becomes effective constitutes your consent to the new Payment Plan  terms.

Payment Plan fees are stated exclusive of any sales tax, value-added  taxes, use or withholding tax or other governmental assessments of any  nature in your jurisdiction (collectively, “Taxes”). You are responsible  for paying all Taxes associated with your Payment Plan, except for  those taxes based on our net income. Should any payment for the Services  be subject to withholding tax by any government, you will reimburse us  for such withholding tax.

Chaadhr may, at its sole discretion, offer a Payment Plan with a free  trial for a limited period of time ("Free Trial").To participate in a  Free Trial, you must select a Payment Plan and provide a valid payment  method, however, we will not charge your payment method unless you  continue using the Services after the Free Trial is over. If you are on a  Free Trial, you may cancel at any time until the last day of your Free  Trial by emailing If you or Chaadhr cancel your Free  Trial, you acknowledge and agree that we may delete all Contracts,  Forms, Content, and all other data associated with your Account during  your Free Trial. If you do not cancel your Free Trial, then your Free  Trial will automatically be converted to a paid Payment Plan at the end  of the trial period, and you hereby authorize us to charge the payment  method your provided us in accordance with your Payment Plan To cancel  your Payment Plan after your Free Trial has ended and your Payment Plan  has begun, you must notify us by sending Chaadhr notice of termination to  at least 5 days prior to the end of your next billing cycle. At any time  and without notice, Chaadhr reserves the right to (a) modify the terms of  any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel  any Free Trial Payment Plan at any time.

Your payment obligations under your Payment Plan for each billing  cycle may not be cancelled after a billing cycle has commenced, and you  will not receive a partial refund if you stop using the Services and  terminate your Payment Plan before the end of a billing cycle. All fees  paid by you to Chaadhr are non-refundable and there are no credits for  partially used Payment Plan periods. We may consider certain refund  requests on a case-by-case basis in our sole discretion.

9.2 Payment Methods.

Except for Chaadhr’s role as a  limited payment agent for Contractors as set forth in Section 10.4, Chaadhr  does not and will not provide banking, deposit taking, stored value,  escrow, insurance or any other financial service to Users. To facilitate  payments through the Service, Chaadhr partners with a variety of Payment  Service Providers, including payment gateways, money transmitters,  wallet providers, credit and debit card payment processors, merchant  acquirers, and merchant acquiring banks. See our Payments Page  for more information on supported third-party payment methods in your  location. Depending on your location, some payment methods may not be  available to you, and we cannot guarantee that you will be able to use  any payment method in connection with the Services even in locations  where your preferred payment method is available for use. Depending on  the desired payment method, Users may be required to enter into a  separate agreement with the applicable Payment Service Provider  (“Payment Service Provider Agreement”). Your use of any payment method  is subject to the terms and conditions of the applicable Payment Service  Provider’s rules and regulations and your agreement with them, and we  will not be liable to you for any losses you suffer in connection with  your use of any third-party payment services. Chaadhr is not a party to  your Payment Service Provider Agreement and will not intervene in any  disputes related to payments you make or receive using any third-party  payment method. Chaadhr also supports Client payments via Automated  Clearing House (“ACH”) transfer, which will be subject to the National  Automated Clearing House Association (“NACHA”) Operating Rules, and by  wire transfer. Users are solely responsible for payment of insufficient  funds fees, overdraft fees, wire transfer fees or other bank fees that  you or we incur in connection with ACH payments, Payment Service  Provider transaction fees, taxes, and any other third-party payment  method fees or charges. Chaadhr does not charge Contractors any fees for  payments processed through the Platform regardless of payment method.,  however, Chaadhr is not responsible for any transaction fees, foreign  exchange fees or any other fee imposed separately on a Contractor by a  Payment Service Provider or by Contractor’s own financial institution.

9.3 Compliance.

Solely to protect against money  laundering, terrorist financing, fraud, unauthorized transactions or as  otherwise required by applicable law, Chaadhr and Payment Service Providers  will collect, store and analyze User payment information. For more  information on how we use your payment information, please see our  Privacy Policy for more information here. Payment Services Providers may  also collect payment information necessary for processing User  payments. Except for payment amount and payment status details stored in  your dashboard, Chaadhr does not have access to payment information  provided to Payment Services Providers, and such information will be  subject to the privacy policy of each Payment Service Provider.

By using any payment method and providing payment information to Chaadhr  or to any Payment Service Provider, you represent and warrant that you  are the owner, or authorized representative of the owner of the bank  account or payment method account you use to send or receive payments,  and that you are legally authorized to send or receive payments using  such accounts.

All payment services, including withdrawal services will be provided by Chaadhr’s Payment Service Provider.

9.4 Payment Service Providers.

If you make or receive  payments using a Payment Service Provider, you acknowledge and agree  that you will comply with any Payment Service Provider terms of service  or other agreement between you and the Payment Service Provider. We will  not be held liable for any losses or damages, direct or indirect,  pecuniary or non-pecuniary, resulting from the actions or omissions of  any Payment Service Provider, and we expressly disclaim any  responsibility in this regard. Any fees for use of a Payment Service  Provider to make payments or receive payments will be borne by you. Any  fees imposed on you by a Payment Service Provider are in addition to any  fees payable to Chaadhr.

10. Management Services.

The following terms apply to any Management Services hereunder:

10.1 Contracts.

10.1.1 Contract Dashboard. Users can use the  Platform to create and manage Contracts. Each Contract is assigned a  unique Contract ID. Users can organize Contracts on the Chaadhr dashboard  according to Contract type, execution status, Client, Contractor and ID.

10.1.2 Contract Templates. Chaadhr provides Users with three Contract templates (“Templates”):

  • “Fixed Contract” - open-ended contracts featuring fixed payments at regular intervals for recurring services.
  • “Pay As You Go Contract” closed-end contracts featuring  payment of a predetermined amount upon acceptance of services by the  Client, partial payment can be made at regular intervals.
  • “Milestone Contract” - contracts featuring fixed payments upon achievement of pre-defined milestones.

10.1.3 Contract Generation. Users can set contract  terms by selecting from pre-set parameters using Chaadhr’s Contract  generation tool. Parameters include Client and Contractor names and  addresses, Contract type, payment type, payment cycles, special clauses  and jurisdiction. Users can also use the web form to input project  scope, Statements of Work, and other Contract details.

10.1.4 Contract Execution. Users can use Chaadhr’s secure e-sign functionality to execute agreements. Contracts executed on Chaadhr are legally binding.

10.1.5 Pre-Existing Agreements. Users can also use  the Chaadhr dashboard to upload and manage agreements created and executed  by Clients and Contractors outside the Platform. Users can extract  parameterized terms from pre-existing agreements such as payment amount,  type, and due date, and amend pre-existing agreements to insert new  terms, all from within the same interface.

10.1.6 Contract Management. Users can securely store  and manage multiple Contracts in their Accounts organized by type,  counterparty, and completion status. Users can limit access to Contracts  and Contract information to specific persons, companies, or groups.  Users can track each Contract according to CIient approval status and  payment status. Users may also modify or terminate Contracts through the  Platform.

10.1.7 Prohibited Contract Terms. If we determine that the content of a Contract violates these Terms or the Prohibited Activity List,  we may remove the Contract from your Dashboard without prior notice to  you. We may also suspend or close your Account. To the extent permitted  by applicable law, we will provide you with notice of any of the  foregoing promptly following taking any such action. Contracts removed  from your Account may not be edited or restored.

10.2. Disputes and Contract Cancellations.

10.2.1 Reversals and Disputes. Clients should not  initiate payments until Contractors have met the acceptance criteria or  other requirements detailed in a Contract. Except to satisfy the  compliance obligations set forth in Section 9.3, Chaadhr cannot reverse  payments or withhold funds from Contractors, and cannot cause Payment  Service Providers to reverse payments or withhold funds from Contractors  once funds have been received by Chaadhr or the relevant Payment Service  Provider. If a Client is not satisfied with the service provided by a  Contractor or makes a payment in error, the Client must initiate a  refund, reversal or other payment dispute process directly with the  Contractor or with the relevant Payment Service Provider. Chaadhr will not  adjudicate payment or Contract disputes between Users regardless of  payment method or Contract status under any circumstances, and Users are  solely responsible for dispute settlement. Refunds and reversals of  payments made through a Payment Service Provider are subject to the  terms and conditions of your Payment Service Provider agreement.

10.2.2 User-Initiated Contract Cancellation. If a  Client owes outstanding payments to a Contractor after completion of  work, or if a Client is dissatisfied with the service provided by a  Contractor, the Client or Contractor may initiate cancellation of the  Contract through the Chaadhr dashboard. Cancellation of a Contract through  the Chaadhr dashboard has no bearing whatsoever on the merits of a Contract  dispute, or the interpretation of the terms of, or legality or validity  of a Contract. The Services record the initiator of, and the time and  date of the cancellation. If you delete a Contract, the deleted Contract  and all Content therewith will immediately become inaccessible to other  Users, after which we will permanently delete the Contract from our  servers. Users may not initiate or request payment for services related  to, or alter the status of a Contract after it has been cancelled.

10.2.3 Contract Cancellation by Chaadhr. Chaadhr may  cancel a Contract in the event of suspicious Account activity or Account  compromise; fraud, harassment, and threats; unfair, deceptive, or  abusive acts or practices; illegal acts; at the direction of a  regulatory authority; or for any other violation of these Terms of  Service. Chaadhr may also cancel a Contract if a User is no longer a Chaadhr  Accountholder in good standing. Please contact us if you believe a  Contract or another User is in violation of these Terms.

10.3. Tax Forms & Invoices.

10.3.1 Form and Invoice Generation. We use User data  to generate required tax documents for Users. For Clients and  Contractors in the United States, we automatically generate forms W9,  W-8BEN and W-8BEN-E (“Forms”) to be dated and signed by the Contractor.  We do not guarantee that information on any Form generated by the  Platform is accurate or correct, or that Users have selected the  appropriate Form for the type of tax return they submit. Users should  verify the accuracy and completeness of the information on the forms  before submitting them to other Users or to any tax authority. By using  Chaadhr to generate and sign Forms, you represent and warrant that the  information you have provided is accurate and complete, and specifically  to the terms of Section 12 regarding electronic signatures.

We use a third party service to enable you to file your 1099 at the end of each tax year.

We also generate and submit invoices to Clients on behalf of  Contractors when payment is due. Contractors may also use Chaadhr to  automatically submit invoices for recurring services, or schedule  delivery of invoices according to project milestones set for in  Contracts.

10.3.2 Tax Compliance Services and Related Disclaimers for Clients.

Certain Clients may choose to use the “Tax Compliance Services” portion of the Services, as described more fully on the tax compliance page. If you use the Tax Compliance Services, you agree to the terms of this subsection 10.3.2.

Chaadhr does not provide tax, legal or accounting advice to Users. We  will do our best to provide you with the information you need to make  your own decisions about compliance with applicable U.S. tax laws. If  you have questions after reviewing the Forms we generate and other tax  withholding rates, or any other tax information provided by Chaadhr or the  Internal Revenue Service (“IRS”), you should consult your own tax, legal  or accounting advisors prior to completing or submitting a Form or  paying an invoice. The disclaimers in this paragraph apply equally to  you as a Client or a Contractor.

Information regarding tax withholding rates calculated by Chaadhr and  provided to you through the Tax Compliance Services is dependent on  accurate and truthful information regarding Users and their situation or  circumstances. Chaadhr will in no way be liable to you or any third party  (including but not limited to any taxation authority) for any losses or  penalties, pecuniary or otherwise, arising from a User entering  inaccurate or false information, whether purposefully or not, or  misrepresenting their business type, taxation or employment status in  any manner.

Information regarding tax withholding rates calculated by Chaadhr and  provided to you is further dependent on your specific business  circumstances and tax form settings you provide to Chaadhr, the income type  provided by Clients in payments to Contractors as well as any other  tax-related information. Users may also owe indirect taxes (such as VAT  or GST) depending on the applicable tax laws in the jurisdiction where  they are domiciled, in addition to the payment amount indicated in an  invoice. Users agree that they are solely responsible for any obligation  to deduct or withhold taxes and for any other tax requirements  applicable to them. You also agree that the amount of any invoice, and  any fees you owe for the Services are net of direct or indirect taxes,  levy, withholding tax or deductions.

Specifically, if you are a Contractor and use the Tax Compliance Services, you acknowledge and agree to the following (the “Contractor Tax Compliance Obligations”):

  • You are solely responsible for remitting any amounts owed by  you to the IRS or other governmental authority in a timely fashion  according to IRS rules and regulations and your normal accounting  practices;
  • You will update your settings to reflect any material  changes to your situation or circumstances that may affect your tax  withholding rates, within 30 days of becoming aware of such material  change; and
  • You will inform Chaadhr of any errors or omissions you discover  that would affect a tax withholding calculation, within 30 days of  becoming aware of such error or omission.

Chaadhr will in no way be liable to you, any taxation authority, Client,  or any third party for any losses or penalties, pecuniary or otherwise,  arising from your failure to adhere to these Contractor Tax Compliance  Obligations.

10.4. Appointment of Chaadhr as Payment Agent

Contractors hereby appoint Chaadhr as their limited authorized payment  collection agent (“Payment Agent”) solely for the purpose of  facilitating the receipt of payments (via its Payment Services Provider,  if applicable) from Clients for Services provided in connection with  Contracts.

Contractors agree that payment received from Clients by Chaadhr will be  considered the same as payment made directly to Contractors, regardless  of whether Chaadhr remits or fails to remit the payment to Contractors.  Contractors also authorize Chaadhr in its role as Payment Agent to:

  • hold, disburse and retain payments on behalf of Contractors  pursuant to these Terms of Service, or otherwise instruct Chaadhr’s Payment  Service Providers to do so;
  • issue refunds to Clients at the request of Contractors; and
  • manage Client credit and debit card chargebacks on behalf of Contractors.

In accepting appointment as Payment Agent, Chaadhr assumes no liability  whatsoever for any acts or omissions of Contractors related to  Contracts, Forms, or these Terms of Service, failure by Contractors to  provide the Services in accordance with Contracts, or failure by Clients  to make payments owed to Contractors, and Contractors understand that  Chaadhr’s obligation to pay Contractors is subject to and conditional upon  Chaadhr’s actual receipt of payment from Clients. Contractors further  authorize Chaadhr to delegate its Payment Agent obligations under these  Terms of Service to certain of its affiliated entities (“Affiliates”)  both within and outside the United States; provided, that, Chaadhr will  remain liable for discharge of its obligations under these Terms of  Service by such Affiliates. Contractors represent and warrant that they  have carefully read and understood these Terms of Service and accept  them fully. Clients’ payment obligations to Contractors will be  satisfied upon receipt of payment by Chaadhr (or its Payment Service  Provider, as applicable), and Chaadhr (via its Payment Service Provider, as  applicable) will be responsible for remitting funds to Contractors in  the manner described in these Terms of Service. In the event that Chaadhr  (via its Payment Service Provider) does not remit any such amounts to a  Contractor, the Contractor will have recourse for non-payment solely  against Chaadhr, and not Clients. Contractors agree that Chaadhr may describe  or otherwise reflect the terms contained herein in any terms of service,  receipts, disclosures, or notices including, but not limited to,  receipts provided to Clients that Chaadhr may deem necessary or prudent.

10.5. Payments to Contractors.

Clients may pay  Contractors in any of Chaadhr's supported currencies. Unless Client  instructs Chaadhr otherwise, Client will be charged in the currency  indicated on the applicable Contract, in the event a Client elects to  pay in another currency, the exchange rate will be calculated using  forward foreign exchange rates available to Chaadhr and the maturity of the  forward will be selected based on payment date of the relevant Contract  with such Contractor. In any event, the actual payment amount, in the  actual payment currency will be clearly disclosed to the Client before  the Client completes the payment. Contractors may elect to be paid in  any one of Chaadhr's supported currencies. Payment Service Provider retail  fees and rates will be passed through to the Contractor.

10.6 Ownership of Deliverables.

Except as set forth  in any Contract or statement of work between the Contractor and Client,  Contractor agrees to grant all copyrights and all other intellectual  property rights to the work and deliverables delivered to Clients in  connection with Contracts (“Deliverables”), and the Contractor waives  any and all moral rights to Deliverables. Deliverables will be  considered work-for-hire under the U.S. Copyright Act. If Deliverables  do not meet the requirements of work-for-hire or when the US Copyright  Act does not apply, the Contractor will expressly agree to assign to  Client the copyright to the Deliverables. All transfer and assignment of  intellectual property to Client will be subject to full payment  pursuant to the relevant Contract terms. Clients may not use the  Deliverables if payment is not made in full or the Contract is cancelled  for any reason. Notwithstanding the foregoing, for custom Deliverables  (such as art work, design work, report generation, etc.), the  Deliverables will be the exclusive property of the Client, and the  Contractor assigns all rights, title and interest in the Deliverables to  the Client. Contractors further confirm that whatever information they  receive from the Client that is not in the public domain, will be kept  confidential and will not be shared or used for any purpose whatsoever  other than for the delivery of the Deliverables or performance of  services for the Client pursuant to the Contract.

11. Premium Service Guarantee.

11.1 Additional Terms of Service.

  1. Subject to the terms and conditions set forth below and provided that  the Client maintains a subscription to a Chaadhr Premium plan (each, a “Chaadhr Premium Plan”) fully paid and in good standing, Chaadhr will provide the Client with a “Service Guarantee.”
  2. The Service Guarantee means that  where Chaadhr incorrectly supplies the Client with a Contractor which, due  to Chaadhr's error, is misclassified as an independent contractor (or its  equivalent) under applicable law (a “Misclassification”) and the Client suffers Losses during the term of a Relevant Contract  as a result of Chaadhr's actions, then Chaadhr agrees to compensate the  Client for the consequences of its failure to deliver the correct  service, subject to the limits set out in Section 11.5 below.
  3. For the purposes of this Service Guarantee, “Losses” means: (i) verifiable expenses limited to legal defense costs payable by a Client (“Legal Costs”) in connection with the Misclassification of a Contractor contracted using the Chaadhr Platform (a “Relevant Contract”); (ii) liabilities, interest and penalties payable by the Client to tax authorities (“Tax Penalties”)  as a result of the Client being deemed liable by a government or  administrative body or a court of competent jurisdiction   in respect of  the Misclassification of a Relevant Contract; and (iii) other costs  incurred by the Client (“Other Costs”) as a result of  the Client being deemed liable by a government or administrative body or  a court of competent jurisdiction in respect of the Misclassification  of a Relevant Contract, each subject to the maximum amounts set forth  below and the other terms and conditions contained herein.  
  4. Chaadhr will not be required to compensate the Client for its failure to  deliver the correct service where any Losses are incurred following the  termination of a Relevant Contract or the cancellation of a Chaadhr  Premium Plan.

11.2 What is not guaranteed.

Notwithstanding  anything to the contrary in this Service Guarantee, Chaadhr will not be  required to compensate the Client where its Losses arise out of or  result from:

  1. actions taken by the Client, its Contractors, or actions by any third party that are outside the scope of Chaadhr’s services;
  2. the use of any contract other than the latest contract provided or  approved in writing by Chaadhr to the Client in respect of the Contractor  (as amended or updated from time to time);
  3. the Client’s obligation to have a permanent establishment in the  country where the Contractor is a permanent resident or where the  Contractor is delivering his, her or its services;
  4. a change in the applicable laws of a jurisdiction if a Client’s  Questionnaire (defined below) for the specific Contractor giving rise to  such Losses is not considered “passed” in accordance with the section  titled “Client Questionnaire” below;
  5. criminal, fraudulent, negligent or malicious acts of the Client, any Contractor or third party;
  6. violations of laws applicable to the Client or other employers that are not related to the Misclassification of a Contractor;
  7. prior or pending litigation of the Client, or events to which the  Client had prior notice that such events could result in litigation  against the Client;
  8. consequential damages, special damages, interruption of business,  opportunity costs, loss of use, or loss associated with unauthorized  access to data;
  9. a change in applicable law that occurs after the expiration or termination of the Client’s Chaadhr Premium Plan;
  10. any Relevant Contract after the expiration of the Term or for which the Client has terminated its Chaadhr Premium Plan;
  11. any Contractor engaged after the expiration of the Client’s Chaadhr Premium Plan; or
  12. the misrepresentation of any material fact submitted to Chaadhr by the Client.

11.3 Term and Termination.  

The term of a Chaadhr Premium Plan will begin on the date of purchase of such Chaadhr Premium Plan for a Relevant Contract (the “Effective Date”) and end on the earlier of (i) the duration of the underlying Relevant Contract, or (ii) one (1) year (the “Initial Term”), unless terminated earlier as provided herein.  

After the Initial Term, the Plan will automatically renew in additional one (1) year increments (each a “Renewal Term” and collectively, the Initial Term and the Renewal Term are referenced as the “Term”)  unless terminated in writing as provided below at least 30 days prior  to the expiration of the Initial Term or any Renewal Term (or such  length as otherwise required by applicable law).  

The Chaadhr Premium Plan will terminate  immediately upon the earlier of: (i) the expiration of the Term of the  Chaadhr Premium Plan or underlying Relevant Contract; (ii) the Client’s  non-payment or failure to make payment when due for any reason; or (iii)  the date that the Client cancels, downgrades, or terminates the  underlying Relevant Contract or Chaadhr Premium Plan as provided herein.   A  Chaadhr Premium Plan may be terminated by as follows:  

  • By Chaadhr: Chaadhr may at any time immediately terminate  the Client’s Chaadhr Premium Plan in its entirety or terminate its  applicability to any specific Relevant Contract for non-payment, fraud,  or misrepresentation without prior written notice to Client.   In  addition, Chaadhr may terminate the Client’s Chaadhr Premium Plan for  convenience at any time by providing the Client with 30 days' prior  written notice.
  • By the Client: The Client may terminate a Chaadhr  Premium Plan at the end of any Term by providing Chaadhr with at least 30  days' written notice prior to the expiration of the current Term through  the Chaadhr Platform or at

11.4 Notice of Loss.  

The Client will give Chaadhr prompt written notice by email at  (a “Notice”)  within 5 days of the date of discovery of any facts or situation which  the Client has reasonably determined could give rise to a Loss under  this Service Guarantee, including any change of law, complaints,  communications or claims made or threatened by a Contractor or  governmental authorities that could result in legal proceedings related  to the Misclassification of a Contractor. Each Notice must contain a  description of the issue and the nature and amount of the related Losses  (to the extent that the nature and amount of the Losses are known at  the time, failing which a reasonable estimate of the potential amount of  the Losses will be provided). The Client will furnish promptly to Chaadhr  copies of all material documents relating to the Losses. Any liability  Chaadhr may have to compensate the Client pursuant to this Service  Guarantee is conditional upon the Client promptly delivering the Notice  and related documents under this Notice of Loss section.

11.5 Chaadhr Premium Limitation of Liability.  

  1. Maximum Individual and Aggregate Liability.   For  purposes of this Section 11, Chaadhr’s maximum liability for all Losses in  respect of any Chaadhr Premium Plan will be determined as set forth in each  subsection below.   If the Client has subscribed for and maintained in  good standing the Chaadhr Premium Plan, Chaadhr agrees to compensate the  Client under this Service Guarantee to the extent it considers that its  failure to provide the requisite service has led the Client to suffer  Losses, subject to the maximum limits set out below:
  2. Maximum Liability for Legal Costs and Tax Penalties. Legal Costs and Tax Penalties up to a maximum aggregate amount of $25,000 per Contractor.
  3. Maximum Liability for Other Costs. Other Costs up to a maximum aggregate amount of $10,000 per Contractor.

11.6 Chaadhr Premium Chaadhr Premium Representations and Warranties of the Client.  

 For purposes of this Section 11, Chaadhr will not be liable for any  Losses based upon or arising out of any inaccuracy in or breach of any  of the representations or warranties of the Client contained in the  Questionnaire or on the Chaadhr Platform if the Client knew or should have  known that any such representation or warranty is, was or might be  inaccurate. The Client agrees to produce or make available for  inspection, at such reasonable times and places designated by Chaadhr or  any agent, all evidence of loss, damage, cost, ownership or other  Loss-related information. Notwithstanding the foregoing, Chaadhr will have  no liability to the Client or any other person because of any inspection  or failure to inspect.

11.7 Client Questionnaire.  

To  be eligible for this Service Guarantee, the Client’s account must be  compliant with the Terms of Service, including, but not limited to,  completing and passing Chaadhr’s due diligence support questionnaire (the “Questionnaire”), as follows:

  1. The Client must pass the Questionnaire at the time that the  Contractor is hired by the Client, unless otherwise approved in writing  by Chaadhr.
  2. A Questionnaire is considered “expired” or “failed,” and therefore  not passed, and must be retaken by the Client for each Relevant Contract  at the earlier of: (i) 12 months after the Questionnaire is previously  taken; (ii) 90 days after there is a change in applicable law that is  communicated by Chaadhr to the Client; (iii) immediately upon the Client’s  communication with Chaadhr in accordance with the Section above entitled  “What is not guaranteed”; or (iv) immediately upon a change in the  applicable law that would have been communicated by Chaadhr to the Client  but for the fact that the Client’s Chaadhr Premium Plan expired prior to  the change in the applicable law.
  3. The Client must immediately communicate to Chaadhr in writing by email  at of any change in the scope of the contractual  relationship with any of its Contractors (for example, a change in  responsibilities, country, etc.), and must retake and pass the  Questionnaire.

11.8 Changes to Chaadhr Premium Plan.  

Chaadhr  reserves the right to make changes to this Service Guarantee or the  terms and conditions of any Chaadhr Premium Plan, or adjust Chaadhr Premium  Plan pricing, in any manner and at any time as we may determine in our  sole and absolute discretion.   Chaadhr will provide you written  notification of any material changes to your Chaadhr Premium Plan,  including any adjustments to the price of your Chaadhr Premium Plan, at  least 10 days in advance of the implementation of such changes.   After  notice of a material change, you may terminate your Chaadhr Premium Plan by  providing written notice to us within the 10-day notice period prior to  the effective date of the change.   Except as otherwise expressly  provided for herein, any price changes or changes to your Chaadhr Premium  Plan will take effect following such 10-day notice period.   If we  discontinue your Chaadhr Premium Plan, our liability will be limited to  resolving any existing complaints and issues as to Chaadhr's service which  is already underway at the time that the Chaadhr Premium Plan is  discontinued.  

11.9 Chaadhr’s Control of Defense.  

Chaadhr  may, in its reasonable discretion, first try to resolve any issues with  the governmental or administrative body or a court directly, if  applicable. Chaadhr may assume, at its sole option, control of the defense,  appeal or settlement of any third-party claim that is reasonably likely  to give rise to a Loss under this Service Guarantee. If Chaadhr elects to  assume control of the defense, Chaadhr will provide written notice to the  Client acknowledging responsibility for the defense and undertaking,  through reputable independent legal counsel of its own choosing, the  settlement or defense thereof. If Chaadhr assumes control of the defense,  the Client will reasonably cooperate with Chaadhr in connection therewith.  Chaadhr may condition final payment of costs under this section on  execution of a settlement agreement, including a release of claims  against Chaadhr or any other applicable party, and an obligation to keep  confidential the reimbursement or settlement amount and circumstances.

11.10 Miscellaneous.

Except as prohibited by law, Chaadhr may modify or terminate this  Service Guarantee at any time, including to the extent required to  comply with applicable law, and such modification or termination will  apply to incidents occurring after the effective date of the  modification or termination. You acknowledge and agree that all benefits  made available to you under this Service Guarantee will immediately  terminate in the event you initiate any legal action or claim against  Chaadhr, its officers, directors, employees, contractors, agents, or  affiliates concerning a compensation payment under this Service  Guarantee.

Amounts payable under this Service Guarantee are not a replacement for applicable insurance coverage.

Subject to the terms of this Service Guarantee, the benefit provided  herein will remain in full force and effect until the earlier of: (i)  the date of termination of the Relevant Contract; (ii) the Client’s  Questionnaire is expired; (iii) the date that the Client cancels or  downgrades its Chaadhr Premium Plan; (iv) 24 months following the  expiration of the Client’s Chaadhr Premium Plan; or (v) Chaadhr’s termination  of the Service Guarantee.

2. Chaadhr Premium Services.In addition to the  obligations of the parties described above, the Chaadhr Premium Plan  includes access to the Chaadhr Premium newsletter as a Premium Service.

12. Chaadhr HR.

In addition to the Terms of Service, the  terms and conditions stipulated below apply to the access and use of  the Chaadhr HR Platform and its Services (“Additional HR Terms”).

Client acknowledges and agrees that it has read, understood and agreed to be bound by the Additional HR Terms.

12.1 Presentation

Subject to the terms hereof, as part of  the Platform, Client may access Chaadhr’s cloud-based solution for managing  and maintaining a global information and human resources system via the  internet as further described below (“Chaadhr HR Platform”).

The Client wishes to have access to Chaadhr HR Platform and use its online services solely in its internal business operations.

Subject to the Additional HR Terms, Chaadhr  has agreed to grant access to the Client to the Chaadhr HR Platform which  includes its online services as further described below and the Client  has agreed to take and pay (if applicable) for such access subject to  these Additional HR Terms and provided that the Client complies with any  and all of the requirements set forth in this Additional HR Terms and  the applicable provisions of the Terms of Service.

12.2 Specific Definitions

The following definitions apply solely to the Additional HR Terms and not to the Terms of Service.  

Authorised Users: those  Users which are employees and independent contractors of the Client and  are authorised or added by the Client (or by Chaadhr at Client’s request)  to use the Chaadhr HR Platform, as further described herein and for whom,  where applicable, the Subscription Fee has been duly paid to Chaadhr by  Client.  

Client: any User who  has access to the Chaadhr HR Platform and/or uses, directly or indirectly  (i.e including any actions taken by or on behalf of any employee or  independent contractor of any User) the Services (as defined below in  the Additional HR Terms) in whole or in part.

Client Data: the User  Content inputted by the Client, Authorised Users, or Chaadhr on the  Client’s behalf for the purpose of using the Services or facilitating  the Client’s use of the Services.

Deal HR Plan: the  subscription to the Chaadhr HR Platform selected by the Client upon  registration to the Chaadhr HR Platform and/or Services, as set out in the Pricing Page.

Effective Date: the  date on which access was granted to the Chaadhr HR Platform and/or any of  the Services by Chaadhr to the Client and/or to any of its Authorised  Users.  

Services: the services  (free or paid) provided by Chaadhr to the Client via the Chaadhr HR Platform  located [] or any other website (or online service)  offered to the Client by Chaadhr from time to time and further described  under these Additional HR Terms.

Software: the online software applications provided by Chaadhr as part of the Services.

Subscription Fees: the  subscription fees payable by the Client to Chaadhr to have access to the  Services and grant such access to its Authorised Users, as set out in  the Pricing Page.

User Subscriptions: any  Authorised User which is entitled by the Client or Chaadhr to access and  use the Services in accordance with these terms (including, if  applicable as set forth in the Pricing Page, the payment of the applicable Subscription Fees).

12.3  Services and Subscription

12.3.1 Services provided through the Chaadhr HR Platform

Subject to the Terms of Service and  these Additional HR Terms, including, payment by the Client of the  applicable Subscription Fees as further specified in the Pricing Page:  

  • Chaadhr hereby  grants to the Client a non-exclusive, non-transferable right and  license, without the right to grant sublicenses, to permit the  Authorised Users to use the Chaadhr HR Platform during the Subscription  Term in accordance with the Chaadhr HR Plan solely for the Client's  internal business operations.
  • the Client is authorized to access and  use the Chaadhr HR Platform and its Services on a non-exclusive basis  solely for internal business purposes notably to facilitate the  onboarding process of its employees and/or independents contractors,   create reports about its such users, allow them to submit documents and  access other functionalities as may be further described and offered  within the Chaadhr HR Platform.
  • the Authorized  User(s) will have access to specific functionalities that can be used  exclusively within the Slack communication service (  through plugins such as, among other things, organizing Authorized Users  time off, managing 1-on-1 meetings, offering deeper insights into  Clients’ operations and other functionalities (“Chaadhr Engage”). The  access to Chaadhr Engage for any Authorised User is subject to the payment  of an additional Subscription Fee.

Chaadhr may, at its sole discretion and at  any time, modify or discontinue providing the Services provided through  the Chaadhr HR Platform or any part thereof without notice.

Chaadhr will charge the Client for any Authorised User added to the Chaadhr HR Platform as expressly specified in the Pricing Page which may be amended from time to time.

It is also agreed that the Client will  be charged by Chaadhr for any additional purchase to be made within the  Chaadhr HR Platform and/or in connection with any additional services by  him or its Authorised User.

12.3.2 Authorized Users Subject to the Terms of  Service and these Additional HR Terms and its restrictions, the Client  may, from time to time during the Term, grant access to any additional  Authorised User to the applicable services of the Chaadhr HR Platform, only  by adding Authorised Users in the Chaadhr HR Platform and paying the  applicable Subscription Fees. It is agreed that the simple  addition of any Authorised User by the Client in the Chaadhr HR Platform  will be considered as an ordering of an additional User Subscription  under these Additional HR Terms. In relation to the Authorised Users, the Client undertakes that:

  1. it will be  solely responsible for the use, attempted use, misuse by any users  (including the Authorised Users) of the Chaadhr HR Platform and any of its  Services.
  2. solely Authorised Users as defined in the Additional HR Terms will be authorised to use the Chaadhr HR Platform.
  3. it will not  allow or permit any User Subscription to be used by more than one  individual Authorised User unless it has been reassigned in its entirety  to another individual Authorised User, in which case the prior  Authorised User shall no longer have any right to access or use the  Services;
  4. each  Authorised User shall keep a secure password for their use of the  Services and that each Authorised User shall keep their password  confidential;
  5. it shall  permit Chaadhr or Chaadhr’s designated auditor to audit the Services in order  to establish the name and password of each Authorised User and the  Client’s data processing facilities to audit compliance with these  Terms.
  6. if any of the  audits referred herein reveal that any password has been provided to any  individual who is not an Authorised User, then without prejudice to  Chaadhr’s other rights, the Client shall pay to Chaadhr an amount equal to  such underpayment as calculated in accordance with the prices set out in  Pricing Page within [10] Business Days of the date of the relevant audit.

12.4 Fees and Payment

In order to use the Services, including  the Chaadhr HR Platform described herein, the Client shall pay Chaadhr the  applicable Subscription Fees set forth in the Pricing Page. Such fees  shall be paid in accordance with the payment terms set forth in Section 9  of the Terms of Service.

12.5 Client cooperation

The Client shall:

(a) provide Chaadhr with:

  • all necessary co-operation in relation to these Additional HR Terms; and
  • all necessary access to such information as may be required by Chaadhr;

in order to provide the Services,  including but not limited to Client Data, security access information  and configuration services;

(b) without affecting  its other obligations under the Terms of Service, comply with all  applicable laws and regulations with respect to its activities under  these Additional HR Terms;

(c) carry out all other  Client responsibilities set out in these Additional HR Terms in a  timely and efficient manner. In the event of any delays in the Client’s  provision of such assistance as agreed by the parties, Chaadhr may adjust  any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the  Authorised Users use the Services in accordance with the terms and  conditions of the Terms of Service and these Additional HR Terms and  shall be responsible for any Authorised User's breach of these  Additional HR Terms;

(e) obtain and shall  maintain all necessary licences, consents, and permissions necessary for  Chaadhr, its employees and contractors to perform their obligations under  these Additional HR Terms, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by Chaadhr from time to time; and

(g) be, to the extent  permitted by law and except as otherwise expressly provided in these  terms, solely responsible for procuring, maintaining and securing its  network connections and telecommunications links from its systems, and  all problems, conditions, delays, delivery failures and all other loss  or damage arising from or relating to the Client’s network connections  or telecommunications links or caused by the internet.

12.6 Third Party Providers.

The Client acknowledges that the Services may integrate or interoperate with products and services of third parties (“Third-Party Products”), or import or export data and other content to or from Third-Party Products (collectively, “Integrations”).

Any use of any Third-Party Products is  solely at Client’s own risk. Chaadhr is not responsible for Third Party  Products, any use by Client of Third-Party Products, and any exchange of  data between Client and any Third-Party Product is solely between  Client and the applicable provider.

Chaadhr makes no representation, warranty  or commitment and shall have no liability or obligation whatsoever in  relation to the content or use of, or correspondence with, any such  Third-Party Products, or any transactions completed, and any contract  entered into by the Client, with any provider of such Third-Party  Products. Any contract entered into and any transaction completed via  any Third-Party Product is between the Client and the relevant third  party, and not Chaadhr. The use of any Third-Party Products is subject to  the applicable third party's terms and conditions and privacy policy.  Chaadhr does not endorse or approve any Third-Party Products nor the  content of any of the Third-Party Product made available via the  Services.

As part of the Chaadhr Engage service,  Client may use certain Integrations with products and services of Slack.  The use of the Slack services is subject to the Slack Terms of Service  available at

If Client opts to use any Integrations,  Client agrees to: (i) assume sole responsibility for and all risk  arising from Client’s use of Integrations and the content,  functionality, or availability of any Third-Party Products, including  waiving and releasing Chaadhr from any claims directly or indirectly  related thereto; and (ii) without limitation, defend, indemnify, and  hold harmless Chaadhr from any third party claims directly or indirectly  arising from or related to Client’s use of any Integrations.


12.7 Term and Termination.

The term of a Chaadhr HR Plan shall begin  on the Effective Date and shall continue until terminated by Chaadhr or the  Client as provided in these Additional HR Terms (the “Subscription Term”).

Either party may terminate the Chaadhr HR  Plan without cause and at any time upon giving 30 days’ prior written  notice to the other party (the “Notice Period”). Such termination shall be effective commencing from the first day of the following calendar month.

The Chaadhr HR Plan may be terminated  immediately by Chaadhr (without notice) upon: (i) the Client’s non-payment  or failure to make payment when due for any reason; or (ii) in the event  of suspicious Account activity or Account compromise; fraud,  harassment, and threats; unfair, deceptive, or abusive acts or  practices; illegal acts; at the direction of a regulatory authority; or  for any other violation of these Additional HR Terms. Chaadhr may also  cancel a Chaadhr HR Plan if the Client or any of its Authorised Users is no  longer a Chaadhr account holder in good standing.  

12.8 Changes to Chaadhr HR Plan or to Additional HR Terms.

Chaadhr reserves the right to make changes  to these Additional HR Terms and/or the Chaadhr HR Plan and its pricing, in  any manner and at any time as Chaadhr may determine in our sole and  absolute discretion.   Chaadhr will provide Client written notification of  any material changes to the Chaadhr HR Plan, including any adjustments to  the Subscription Fees for the Client’s Chaadhr HR Plan, at least 10 days in  advance of the implementation of such changes.   After notice of a  material change, Client may terminate the Client’s Chaadhr HR Plan by  providing written notice to Chaadhr within the 10-day notice period prior  to the effective date of the change.   Except as otherwise expressly  provided for herein, any price changes or changes to the Client’s Chaadhr  HR Plan will take effect following such 10-day notice period.   If Chaadhr  discontinues the Client’s Chaadhr HR Plan, Chaadhr will not be liable with  regard to any Client Data or the consequences of such discontinuation of  the Services.

12.9 Indemnity.

Client agrees to indemnify Chaadhr and its  affiliates, and hold Chaadhr and its affiliates harmless from any damages,  losses and costs related to third party (including any Authorised Users)  claims or proceedings arising out of Client’s use and/or its Authorised  Users’ use of the Chaadhr HR Platform.

12.10 Applicability of the Additional HR Terms.

It is hereby agreed that in the case of  any contradiction and/or lack of clarity and/or ambiguity and/or  incompatibility between the provisions of the Terms of the Service and  the Additional HR Terms, the provisions specified in the Additional HR  Terms shall prevail in relation to the Services and the Chaadhr HR  Platform.

13. Communications from Chaadhr.

By creating an Account on our Platform you agree that we may contact  you in relation to the Services. By creating an Account you also agree  to subscribe to newsletters and/or marketing materials and/or other  promotional information we may send to you. However, you may opt-out of  receiving any, or all, of these marketing communications from us by  following the unsubscribe link or instructions provided in any email we  send. Please note that we may still contact you and send you messages  related to the Services even after you have opted out of receiving  marketing communications.

14. Electronic Signatures and Legal Notices.

You agree that any signature or other electronic symbol or process  attached to, or associated with a Contract, Form, certificate, or other  document between you and Chaadhr or you and another User with the intent to  sign, authenticate or accept the terms of any such Contract, Form,  certificate, or other document and any contract formation or  record-keeping through electronic means on the Services will have the  same legal validity and enforceability as a manually executed signature  or use of a paper-based recordkeeping system to the fullest extent  permitted by applicable law, including the Federal Electronic Signatures  in Global and National Commerce Act, or any similar state law based on  the Uniform Electronic Transactions Act, and you hereby waive any  objection to the contrary.

You consent to us providing notices to you under these Terms of  Service electronically and understand that this consent has the same  legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically  through your Account, email, and via text or SMS to the contact  information provided to us by you. We will send notices affecting  payment and these Terms through your Account or via email and you agree  that they will be considered received 24 hours after they are sent. You  understand that you may not use the Services unless you consent to  receive notices electronically. You may only withdraw consent to receive  notices electronically by closing your Account.

We may send notices to Users’ mobile phones through text or SMS to  the phone numbers you provide to us. These notices may include alerts  about the Services, Contracts, Forms, Invoices and other documents.  Administrators and Users may elect to not receive certain notices  through via text or SMS, but this will limit the use of certain  Services.

You must maintain an updated web browser and computer and mobile  device operating systems to receive Notices correctly. You are  responsible for all costs imposed by Internet or mobile service  providers for sending or receiving notices electronically.

Contact us immediately via email to if you are or believe you are having problems receiving Notices.

15. Interruption of Service.

From time to time, the Services may be unavailable for periods of  time for maintenance and / or modifications to the Platform. We will  endeavor to make keep maintenance down time as brief as possible.  However, we cannot guarantee that the Services will be available to you,  and we will not be liable to you for any losses or damages, pecuniary  or non-pecuniary, resulting from the interruption of your use of the  Services.

16. Intellectual Property.

The Platform, Services, any Content thereon (excluding any User  Content), and any APIs, interfaces, features and functionalities thereof  are and will remain the exclusive property of Chaadhr and its licensors.  The Services are protected by copyright, trademark, and other laws of  both the United States and each jurisdiction in which we make the  Services available to Users. You may not use our trademarks, trade  dress, service marks, logo or trade name in connection with any product  or service without the prior written consent of Chaadhr. You will not  remove, alter or conceal any copyright, trademark, service mark or other  proprietary rights notices incorporated in the Platform and/or  Services, if any. Except as expressly permitted herein, you may not  copy, further develop, reproduce, republish, modify, alter download,  post, broadcast, transmit or otherwise use the Content of the Platform  or Services for any purpose.

You, or the Business, as applicable, have all right, title and  interest in the User Content you submit. Except as otherwise agreed in  any Consultant Services Agreement, by submitting any User Content, you  grant Chaadhr and its successors and assignees a worldwide, non-exclusive,  royalty-free, perpetual, sub-licensable and transferable license under  any of your intellectual property, moral or privacy rights to use, copy,  distribute, transmit, modify, prepare derivative works of, publicly  display, alter, decompile, publicly perform such User Content on,  through or in connection with the Platform and/or Services in any media  formats and through any media channels. Except as expressly set forth  herein, nothing herein grants Chaadhr any right, title or interest in any  intellectual property rights of Client. Chaadhr shall not use any name or  logo of Client in any marketing or advertising materials without  Client’s prior written consent.

17. Feedback.

We welcome feedback, comments and suggestions for improvements to the  Services (“Feedback”). You acknowledge and expressly agree that any  contribution of Feedback by you does not and will not give or grant you  any right, title or interest in the Services or in any such Feedback.  All Feedback will become the sole and exclusive property of Chaadhr, and  Chaadhr may use and disclose Feedback in any manner and for any purpose  whatsoever without further notice or compensation to you and without  retention by you of any proprietary rights, or other right or claim. You  hereby assign to Chaadhr any and all right, title and interest to any  patent, copyright, trade secret, trademark, show-how, know-how, moral  rights and any and all other intellectual property rights that you may  have in and to any and all Feedback.

18. Links to Other Web Sites or Services.

Our Services may contain links to third-party websites or services  that are not owned or controlled by Chaadhr. Our Services may also allow  you to import or interface with third-party applications or services.

Chaadhr has no control over, and assumes no responsibility for the  content, privacy policies, or practices of any third-party websites or  services. We do not warrant or guarantee that the offerings of any of  these third-party, their services, or their websites.

You acknowledge and agree that Chaadhr 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 such  content, goods or services available on or through any such third party  web sites or services.

We strongly advise you to read the terms of service and privacy  policies of any third-party web sites or services that you visit or  interact with.

19. Termination; Survival.

We may terminate or suspend your Account and bar access to the  Services immediately, without prior notice or liability to you, in our  sole discretion, for any reason whatsoever. Grounds for such termination  or suspension may include: (i) extended periods of inactivity; (ii)  breach of these Terms; (iii) fraudulent, harassing, or abusive behavior;  (iv) behavior that is illegal or harmful to other Users, third parties  or business interests of Chaadhr; (iv) termination, suspension or  expiration of any Consultant Services Agreement for any reason, as  applicable, or (v) failure to make payment in accordance with the terms  hereof or any Consultant Services Agreement. If your Account is  terminated, you may not rejoin the Platform again without our express  permission. Upon termination of your Account, you shall not have any  further access to any Content that may be available through your  Account.

We reserve the right to investigate suspected violations of these  Terms or illegal and inappropriate behavior through the Services. We  will fully cooperate with any law enforcement authorities or court order  requesting or directing us to disclose the identity, behavior or  Content of anyone believed to have violated these Terms or to have  engaged in illegal behavior in connection with the Services.

You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at Following such request, Chaadhr shall close your Account as soon as reasonably practicable.

Any suspension, cancellation or termination of your account shall not  affect your obligations under these Terms which by their nature are  intended to survive such suspension, cancellation or termination,  including, without limitation, Section 10.4 [Appointment of Chaadhr as  Payment Agent], , Section 10.6 [Ownership of Deliverables], Section 15  [Intellectual Property], Section 16 [Feedback], Section 19 [Indemnity  and Limitations of Liability], Section 21 [Disclaimers], Section  22[Limitation of Liability]; Section 25 [Arbitration and Class Action  Waiver]; and Section 26 [Confidentiality].

20. Limitation of Liability; Indemnification.

Chaadhr is not an intermediary, advisor, agent or third party to Users  with regard to any Contracts, and we take no responsibility for the  quality or adequacy of any Deliverables or services performed, User  disputes and or content posted to the Platform by Users.

Chaadhr assumes no liability for any acts or omissions of any  Contractor, Contractor's failure to provide the services to the Client,  or Client's failure to pay amounts owed to a Contractor; and the  Contractor acknowledges that Chaadhr's obligation to pay the Contractor as  the Contractor’s Payment Agent is subject to and conditional upon Chaadhr's  actual receipt of payment from the Client.

You agree to defend, indemnify and hold harmless Chaadhr its Affiliates,  Payment Service Providers and each of their respective employees,  contractors, agents, officers and directors, from and against any and  all claims, damages, obligations, losses, liabilities, costs or debt,  and expenses (including but not limited to attorney's fees), resulting  from or arising out of (a) your use and access of the Service, by you or  any person using your account and password; (b) a breach of these  Terms; (c) your breach of the terms of any Contract, or the terms of any  Payment Service Provider agreement; or (d) any Contract, Form, data and  Content posted by you to the Platform.

21. Force Majeure.

You may not hold us liable for any interruption of the Services due  to any act of God; blockage, disturbance or encumbrance of the  telecommunications, transport or procurement networks for whatever  reason; poor quality or interruptions of electrical current; virus or  computer pirate attacks, insurrections or acts of a similar nature;  state of war or embargo; total or partial strikes within or outside of  the company; lock-out, social conflicts, sabotage or acts of vandalism;  foul weather, epidemics, earthquakes, explosion, fires, storms,  flooding, other natural disasters; water damage, incapacity to obtain  raw materials or supplies; legal or regulatory modifications applicable  to supplying the Services, and any other case beyond our voluntary  control preventing the normal provision of the Services to you.

22. Disclaimers.

Chaadhr is not a law firm, and is not permitted to engage in the  practice of law. Chaadhr employees do not act as your attorney or otherwise  provide legal advice to you. The Templates, Forms, and other sample  documents available to you on Chaadhr are made available to you for  informational purposes only and are not a substitute for the advice of  an attorney, and may not be relied upon by you in any manner whatsoever  with regard to the legality or sufficiency of such materials for your  situation or needs.

Your use any portion of the Services does not create an  attorney-client relationship with us. You understand and agree that you  or your attorneys or advisors represent you in any legal matter you  undertake related in any manner to any Template, Form or any other  document you obtain through the Platform. Accordingly, while  communications between you and Chaadhr are protected by our Privacy Policy,  they are not protected by any attorney-client privilege or attorney  work product doctrine. Chaadhr is prohibited from providing any kind of  advice, explanation, opinion, or recommendation to you about possible  legal rights, remedies, defenses, options, selection of forms or  strategies.

The Platform provides Templates, Forms and other automated document  generation tools for Users to prepare, create and execute Contracts with  other Users, document work progress, and fill out and submit Forms to  tax authorities. The information we provide is comprised of a  compilation of frequently encountered legal and compliance issues  generally applicable to engagements between Contractors and Clients, and  is not intended to be comprehensive of matters specific to your  circumstances.

At no time do we review your Contracts, Forms, or other documents or  the information you input for legal sufficiency, draw legal conclusions,  provide legal advice or apply the law to the facts of your particular  situation or needs.

Chaadhr and the Services are not a substitute for the advice of an  attorney. Although Chaadhr takes every reasonable effort to ensure that the  Templates, Forms, and other information on the Platform are up-to-date  and reflect our best understanding of compliance matters related to  engagements with independent contractors, the information on the  Platform is not legal advice and is not guaranteed to be correct,  complete or up-to-date. Because the law changes rapidly, varies from  jurisdiction to jurisdiction, and is also subject to varying  interpretations by different courts and certain government and  administrative bodies, Chaadhr cannot guarantee that all the information on  the Platform is accurate, up-to-date, complete or sufficient for your  specific legal or compliance needs.

The Platform contains links to other compliance resources. We provide  these links to help you identify and locate other resources that may be  of interest to you, and are not intended to state or imply that Chaadhr  sponsors, is affiliated or associated with, guarantees, or is legally  authorized to use any trade name, registered trademark, logo, legal or  official seal, or copyrighted symbol that may be reflected in the links.  Any third party information contained on the Platform or on sites we  link to is from sources we believe to be reliable, but which we have not  independently verified.

Chaadhr is not responsible for any loss, injury, claim, liability, or  damages related to your use of any sites we link to or from errors or  omissions in the content of the linked sites. Your use third-party links  and information at your own risk. Any tax-related compliance  information on the Platform is not intended by us to be used, and cannot  be used, for the purpose of (i) avoiding penalties that may be imposed  by any governmental taxing authority or agency, or (ii) promoting,  marketing or recommending to another party any tax-related advice in  such information.

Any suggestions in the information we provide on the Platform are  general, and do not take into account an individual’s or entity’s  specific tax circumstances or applicable governing tax law, which may  vary from jurisdiction to jurisdiction is subject to change.

Chaadhr makes no express or implied warranties or representations, and  Chaadhr has no liability to you with respect to the information and data we  provide to you on the Platform or in connection with the Services.



23. Limitation of liability.

We assume no responsibility for any error, omission, interruption,  deletion, defect, delay in operation or transmission, communications  line failure, theft or destruction or unauthorized access to, or  alteration of, any Content or Services. We are not responsible for any  problems or technical malfunction of any telephone network or lines,  computer online systems or equipment, servers or providers, software,  failure due to technical problems or traffic congestion on the Internet  or on the Services. Under no circumstances shall we be responsible for  any loss or damage, including personal injury or death and any injury or  damage to any person’s mobile device or computer, resulting from use of  the Services or from any Content. In addition, we assume no  responsibility for any incorrect data, including Personal Data provided  by you or on your behalf and you hereby represent and warrant that you  are solely responsible for any and all data provided to Chaadhr, including  any incorrect data and you shall assume any and all liability for any  consequences of provision of such incorrect data to us.  



24. Exclusions.

Some jurisdictions do not allow the exclusion of certain warranties  or the exclusion or limitation of liability for consequential or  incidental damages set forth in the “LIMITATION OF LIABILITY” and  “DISCLAIMER” sections above, so the limitations above may not apply to  you.

25. Governing Law.

These Terms will be governed and construed in accordance with the  laws of California, United States, without regard to its conflict of law  provisions or by the JAMS Rules in the case or arbitrations as outlined  below.


You agree to first attempt to resolve disputes with us in good faith  and in a timely manner. Where no resolution can be found, you agree that  any dispute, controversy, or claim (collectively, “Claim”) relating in  any way to your use of the Services will be settled by final and binding  arbitration in San Francisco, California, using the English language,  before a single arbitrator. Claims involving amounts greater than  $250,000 will apply the JAMS Comprehensive Arbitration Rules and  Procedures; and Claims involving amounts less than or equal to $250,000  will apply the JAMS Streamlined Arbitration Rules then in effect (those  rules are deemed to be incorporated by reference into this section, and  as of the date of these Terms). Judgment on the arbitration award may be  entered in any court that has jurisdiction. Any arbitration under these  Terms will take place on an individual basis – class arbitrations and  class actions are not permitted. You understand that by agreeing to  these Terms, you and Chaadhr are each waiving the right to trial by jury or  to participate in a class action or class arbitration. Notwithstanding  the foregoing, you and Chaadhr will have the right to bring an action in a  court of proper jurisdiction for injunctive or other equitable or  conservatory relief, pending a final decision by the arbitrator. Payment  for any and all reasonable JAMS filing, administrative and arbitrator  fees will be in accordance with the JAMS Rules.

27. Confidentiality.

“Confidential Information” means any business and technical  information disclosed by one party (“Disclosing Party”) to the other  party (“Receiving Party”) that is identified as confidential or  proprietary, or which should reasonably be understood to be confidential  or proprietary. Confidential Information does not include information  which Receiving Party can show (a) is or has become publicly available  without its breach of this Agreement; (b) was in its possession prior to  disclosure, (c) was provided by a third party having a lawful right to  make the disclosure; or (d) is required to be disclosed by law or a  court order (“Order”), provided the Receiving Party provides prompt  written notice of the requirement and cooperates with Disclosing Party  as reasonably necessary to limit or eliminate such requirement, if and  to the extent permitted by such Order. Receiving Party will not use the  Confidential Information of the Disclosing Party except for performance  of its obligations under this Agreement. The terms and conditions of  this Agreement, including without limitation any pricing terms hereof,  shall be deemed the Confidential Information of Chaadhr. All User Content  added by a User to the Platform shall be deemed Confidential Information  of the User, provided however, that Chaadhr may use any data received from  the User (including but not limited to User Content) for its own  internal purposes, such as, without limitation, the general improvement  of its products and services or in order to recommend its services to  third parties.

28. Miscellaneous.

Except as may be expressly stated in these Terms, these Terms  constitute the entire agreement between us and you pertaining to the  subject matter hereof, and any and all other agreements existing between  us relating thereto are hereby canceled. We reserve the right, at our  sole discretion, to modify or replace these Terms at any time with  notice to you. By continuing to access or use the Services after any  revisions become effective, you agree to be bound by the revised Terms.  If you do not agree to the new Terms, you are no longer authorized to  use the Service. In the event that any provision of these Terms is held  to be unenforceable, such provision shall be replaced with an  enforceable provision which most closely achieves the effect of the  original provision, and the remaining terms of these Terms shall remain  in full force and effect. We may assign and/or transfer our rights and  obligations hereunder to any third party without prior notice. You shall  not assign and/or transfer any of your rights or obligations hereunder,  and any assignment in violation of the foregoing shall be void. Either  party’s failure to enforce any right or provision of these Terms will  not be considered a waiver of those rights. If any provision of these  Terms is held to be invalid or unenforceable by a court, the remaining  provisions of these Terms will remain in effect. If we are required to  provide notice to you hereunder, we may provide such notice to the  contact details you provided upon registration.

29. Contact Us.

Our Customer Support team is available 24/7 if you have any questions  regarding the Services, your Account, or these or Terms of Service. You  can contact our Customer Support team by submitting a request here.  Chaadhr may communicate with you via email or other channels regarding your  Account, Platform system updates, and other issues related to your  Account.

You may contact us regarding the Services or these Terms  via email to

30. Prohibited Activity List

Prohibited User Activities:

  • Pornography, prostitution, escorting or other adult or obscene services or activities;
  • Online gambling, lotteries, Internet gaming, contests, sweepstakes,  or offering of prizes as an inducement to purchase goods or services;
  • Illegal prescription drug sales, illegal tobacco or e-cigarette  sales, substances designed to mimic illegal drugs, and any other illegal  substances;
  • Drug paraphernalia;
  • Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals;
  • Marijuana dispensaries;
  • Any product or service that infringes upon the copyright, trademark or trade secrets of any third party;
  • Age-restricted products or services;
  • Bail bond services;
  • Bidding fee auction services;
  • Check cashing, money transmission, and currency exchange services,  the sale of video game or virtual world credit or other virtual currency  that can be monetized, re-sold or converted to physical or digital  goods or services or otherwise exit the virtual world, and any other  services involving the sale of financial instruments;
  • Esoteric services (e.g. astrology, psychic reading etc.);
  • Extended warranty services;
  • Weapons and munitions;
  • Terroristic or other illegal organizations;
  • Multi-level marketing, pyramid schemes, any other deceptive marketing services;
  • Undefined or poorly described products or services;
  • The sale of social media activity (e.g. Twitter followers, Facebook likes, or YouTube views);
  • Spyware, malware, virus, back-door, drop dead device or other program installation services;
  • Unfair, predatory or deceptive products and services;
  • Activities or services that we determine to be offensive, including,  which promote or glorify hate, violence, bigotry, or any entity (past  or present) principally dedicated to such causes or items associated  with such an entity;
  • Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or
  • Any other activity that encourages conduct that would be considered a  criminal offense, give rise to civil liability, violate any applicable  law or regulation or is otherwise inappropriate or offensive.

Prohibited Uses:

  • Duplicate, decompile, reverse engineer, disassemble or decode the  Services (including any underlying idea or algorithm), or attempt to do  any of the same;
  • Access or use the Services in any manner that could disable,  overburden, damage, disrupt or impair the Services or interfere with any  other party's access to or use of the Services or use any device,  software or routine that causes the same;
  • Attempt to gain unauthorized access to, interfere with, damage or  disrupt the Services, Accounts registered to other Users, or the  computer systems or networks connected to the Services;
  • Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
  • Use any robot, spider, crawlers or other automatic device, process,  software or queries that intercepts, “mines,” scrapes or otherwise  accesses the Services to monitor, extract, copy or collect information  or data from or through the Services, or engage in any manual process to  do the same;
  • Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
  • Use the Services for illegal, harassing, unethical, or disruptive purposes;
  • Violate any applicable law or regulation in connection with your access to or use of the Services;
  • Use or access another User’s account or password without permission; or
  • Access or use the Services in any way not expressly permitted by these Terms or any Consultant Services Agreement.