Date of Last Revision: July 1, 2021
ANY HUMAN OR LEGAL PERSON WHO DOES NOT ACCEPT THESE GENERAL TERMS AND CONDITIONS, WHICH ARE MANDATORY AND BINDING, MUST REFRAIN FROM USING THE PLATFORM.
WillDom is a rightsourcing leader in connecting growing companies with top tech talent to support their innovative, digital transformation efforts. WillDom delivers specialized software development services and engineering talent (the “Network Service”), and provides the Platform in order for Users to operate through it for several purposes, such as, but not limited to, organizing their own talents and projects, or uploading hours, depending on the capacity in which Users have subscribed (the “Platform Service” and jointly with the Network Service, the “Service”).
In this sense, and pursuant to the assigned Service, WillDom interacts with several subjects which are detailed below:
(i) Final Clients: is the client to whom the services are provided in order to carry out the Project;
(ii) Professionals: as mentioned above, the Professional is the experienced person who will collaborate in performing the necessary tasks in order to fulfill the Project;
(iii) Partners: as defined above, Partners are those entities that provide Professionals and/or Projects to WillDom’s network, who could eventually become part of WillDom’s direct network of Branches, if so decided by the Parties;
(iv) Branches: refers to those entities that have entered into a strategic alliance agreement with WillDom for the purpose of providing the Service under WillDom’s name;
(v) Business Associates: refers to any people or entity that brings certain Projects to WillDom’s network and are not WillDóm´s Partners;
(vi) External Recruiters: refers to independent individuals who bring talent to WillDom´s network.
Users understand and accept that they may act in the capacity of any of the aforementioned subjects simultaneously, without this giving rise to any right to any claim on their part.
For all purposes hereunder, the term “WillDom” shall include WillDom’s affiliates, subsidiaries, assigns, successors, and licensees. For the purposes of this document, “Affiliates” shall mean any company whose corporate composition is identical to the corporate composition of any of the Parties, or any company related to any of the Parties by a direct or indirect corporate control relationship, including any entity that is wholly controlled by any of the Parties, that is controlling of any of the Parties or in which any of the Parties has joint control. Control” shall mean the ownership of more than fifty percent (50%) of the shares and votes to form the corporate will or having the necessary votes to form the corporate will. Likewise, it shall be part of the definition of Affiliates, any companies that act under WillDom’s brand by contractual authorization.
The User guarantees that:
- will use the Platform and Service for business purposes only.
In order to use the Service, the User will be required to provide certain information requested by WillDom with valid data. The information that identifies the User (or which makes the User to be identified) and provided by the User to WillDom must be accurate, precise and true (hereinafter, the “Personal Data“). WillDom reserves the right to use several means in order to identify the Users. WillDom shall not be responsible for any claims or disputes related to any incomplete, inaccurate, false or non-updated information provided by the User. WillDom or the Partner will be responsible for placing the information of the Users on the Platform, if needed, in order for them to have an Account.
The User agrees to contact WillDom immediately upon discovering or suspecting unauthorized use of its Account.
- The Service
WillDom will provide the Platform and the Service in order to enable Users to organize, meet and conduct the development of Projects, as defined below. The Partner may use the Platform in order to select it´s Professionals and organize their Project, nevertheless, in case such Partners decide to use WillDom´s network, WillDom shall select the appropriate Professionals for the Projects and the appropriate Projects for the Professionals. Through the provision of the Service, Final Clients, Branches, Partners and Business Associates may be able to find Professionals who can collaborate on software development projects belonging to Final Clients (hereinafter, the “Projects“). When Users decide to work together on a Project, they shall enter into a master service agreement (hereinafter, the “MSA“) and certain statements of work (hereinafter, the “SOW” or “SOWs” individually), as applicable, focused on the particular Project (hereinafter, the MSA and SOW together the “Engagements“). Users understand and agree that the MSA that they will sign with WillDom, if applicable, as well as with other Users, will be adapted according to the service provided as well as the capacity in which they act.
The Service will offer the Final Clients, Branches, Partners and Business Associates the possibility to find, under the supervision of WillDom, the capacity and skills of Professionals to carry out its Projects and the possibility to share their network of talents and Professionals and Projects in order to fulfill them. In the event that Users choose to undertake an Engagement, such Engagement shall be conducted through the applicable MSA and SOW provided by WillDom. Partners and Professionals agree to only engage with each other through such means, so long as they use the Service.
The Partner, External Recruiters will also have the possibility to share its own professional network or employees and contractors or talents in order to provide it to WillDom, in order for WillDom to share it with other Partners, Branches, Final Clients or Business Associates with the purpose of carrying out a greater number of Projects and providing support for them. In this sense, the Partner, Branches and External Recruiters guarantee that the contributed Professionals will be submitted to a recruitment process and will guarantee that they have the necessary resources to carry out the work assigned in the Projects.
Users acknowledges, agrees and understands that, without limitation, they shall be solely responsible for: (a) ensuring the accuracy and legality of any content they incorporate into the Platform, in case it applies; (b) determining the suitability of other Users for an Engagement (such as any interviews, investigations, background checks or similar actions); (c) providing their services appropriately and paying for the Professional’s service.
WillDom makes no representations or warranties as to the truthfulness or accuracy of any Professional’s listings or User content. User acknowledges, agrees and understands that WillDom is not obliged in any way to supervise, direct, control or review the Professionals or their work and is not responsible for any Project, except such responsibility is expressly set forth in the MSAs or in any separate document executed with WillDom. WillDom makes no representations or warranties, and User agrees not to hold WillDom responsible for the quality, safety or legality of the Professional’s services; the ability of the Professionals to perform their services; the ability of the Partner, Final Client, Branches or Business Associates to pay for the Professional’s services, except such responsibility is expressly set forth in the MSAs or in any separate document executed with WillDom.
Users acknowledges, agrees and understands that except otherwise expressly stated in the MSAs or any express document entered into with WillDom (i) WillDom shall have no liability or obligation, including under or in connection with the Professional’s engagements and/or services, for any act or omission; (ii) WillDom is not obliged to supervise, direct or control the Professional’s services; is not obliged to impose quality standards or a deadline for completion of any Professional’s services; and is not obliged to dictate the performance, methods or process the Professional uses to perform the Services; (iii) WillDom does not establish or have any obligation under the control over the Professional’s prices, hours of work, work schedules or location of work; (iv) the Professional will be paid at the times and in the amounts agreed upon with Partner, Final Client, Branches or Business Associates in each MSA or SOW; (v) WillDom does not provide the Professionals with training or any equipment, labor, tools or materials in connection with any Engagement; (vi) WillDom does not provide the facilities, or the directives, in which the Professionals will perform the work; (vii) unless otherwise agreed with Partner, Final Client, Branches or Business Associates, the Professionals may not be able to use subcontractors or employees to perform their services.
Users understand and agree that the compensation for the use of the Network Service provided by WillDom shall be established and detailed in the MSA and SOW, if applicable.
Regarding the compensation for the Platform Service, WillDom will offer the User through the following link: https://www.willdom.com/pricing, a fee schedule that shall establish the amounts to be paid by the User. WillDom reserves the right to change, modify, add or delete the amounts mentioned from time to time, at its own discretion and the new versions of the fees will be notified through publication of such new version in the aforementioned link and may be notified by the means of contact that the User has enabled and declared if appropriate.
The lack of compliance with the payment obligations assumed by the Users shall grant WillDom the right to suspend or cancel the Service definitively without giving rise to any claim whatsoever in favor of the User.
WillDom also reserves the right to pursue judicial and extrajudicial measures deemed appropriate in cases where debts are recorded by Users.
- Prohibited Activities
In the interest of maintaining the Users integrity and the integrity of the Service and/or the Platform, except otherwise expressly stated in the MSAs or any express document entered into with WillDom, please do not:
- Share, provide, produce, display, publish or disseminate to others content that: is defamatory, abusive, obscene, profane, objectionable, offensive, libelous, sexually oriented, threatening, harassing, or racially offensive;
- infringe or violate another user’s rights, promotes illegal activity including copying the copyrighted works of another User, or provides instructional information about illegal activities, inaccurate, false, out-of-date or misleading, including profile images that are not the User’s likeness or misrepresenting the User current or previous employment and qualifications; Is harmful or threatening to the safety of Users; Promotes racism, bigotry, hatred or physical harm against any individual or group of individuals;
- Requests passwords, account information, or personally identifying information for any commercial or unlawful purposes from another User; and
- Harass others in any way;
- Expressly state or imply that any statements the User makes are endorsed by WillDom unless the User have the prior written consent of WillDom;
- Use any software, application, program, device or process, including the use of any robot or spider, to gather, catalog, or in any way duplicate the structure or appearance of the Service;
- Post, distribute, duplicate, infringe, remove, or otherwise use any copyrighted materials, trademarks, brands, logos or other proprietary information or notices without obtaining the prior written consent of the owner of such rights;
- Disrupt or interfere in any way with the Service or any of the servers or networks connected to the Service;
- Use or copy any information or content to provide any service that is competitive, in WillDom’s sole discretion, with WillDom or access the Service for any competitive purpose including monitoring availability, performance or functionality;
- Share, provide, produce, display, publish or disseminate to others any material that contains any sort of virus or any files or programs that are designed to disrupt, destroy or reduce the functionality of the Service or any software, hardware, and/or equipment related to it;
- Share any non-user information without such non-user’s express permission;
- Disguise the origin of any information transmitted via the Service;
- Direct any person to the Service by using meta tags, code, or any other devices including any reference to the Service to for any reason whatsoever;
- Remove, cover or otherwise obscure any form of advertisement included on the Service;
- “frame” or “mirror” any part of the Service without our prior written authorization;
- Alter, adapt, sublicense, translate, sell, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for any portion of the Service or any other software used on or for the Service; and/or
- Override or attempt to override any security component on the Service.
The Users agree to immediately report WillDom any suspected misconduct or false information provided by other users of the Service.
WillDom reserves the right to investigate, research and take legal action against anyone who violates the above provisions including, without limitation, the right to suspend or terminate the account of any such violators. The above list is not all inclusive as to activities for which an account may be suspended or terminated.
By using the Platform or the Service, the User agrees to:
b. The User will not attempt to damage the Service or the Platform in any way, or access restricted resources on the Platform.
c. The User will not use the Service or the Platform with an incompatible or unauthorized device.
d. Not introduce or disseminate computer viruses or any other physical or logical systems that are likely to cause damage to the Platform.
- No Joint Venture or Agency
Users shall not be considered employees, independent contractors, or agencies of WillDom. The User agrees that if WillDom intends to create an independent contractor relationship, partnership, joint venture, employer-employee, franchise relationship or any other agency relationship of any kind the parties shall enter into a written agreement.
- Interaction between Users
The User is solely responsible for all interactions with other Users. Users expressly represent, understand and agree that WillDom has no responsibility over the authenticity, integrity, skills or liability of any User. Additionally, all Users expressly agree not to hold WillDom or its officers, directors, agents, investors and employees liable for any damages, claims, demands, claims, disputes or controversies arising out of any connection with or in connection with the Service.
- Content Limits
Users are prohibited from using the Service to share or receive any content that is inappropriate or offensive to other Users, as determined by WillDom in its sole discretion. User agrees not to: (i) distribute or disseminate in any way profane, offensive, obscene, infringing or unlawful material or information, such as for example but without limitation, child pornography, prostitution, human trafficking or harassment content; (ii) use the Service in violation of any local, state, national or international law; (iii) libel, abuse, threaten, harass or otherwise violate the legal rights of others; (iv) upload any file to the Service that violates the legal rights (including intellectual property, privacy, publicity rights) of any third party or that contains any virus or may damage the Service or any User’s system in any way; (v) upload any file to the Service that is in violation of the legal rights (including intellectual property, privacy, publicity rights) of any third party or that contains any virus or may damage the Service or any User’s system in any way; v) download any file that the User knows, or reasonably should know, cannot be lawfully distributed or disseminated through the Service; vi) advertise, sell or offer to sell any goods or services on the Service for any purpose that is not relevant to the Service offered by WillDom; vii) impersonate another User or allow another individual to use the User’s account in any manner; viii) in any way prevent other Users from using and enjoying and/or benefiting from the Service. The User agrees that WillDom is not responsible for the misuse or misappropriation of any content or information the User provides to the Service.
WillDom only makes available to Users a Service for the purpose of offering a network of Professionals provided and organized by WillDom facilitating the interaction between Users for the collaboration of Projects and with WillDom in regards to the Service, except otherwise expressly stated in the MSAs or any express document entered into with WillDom. The Users guarantee that WillDom shall not be liable for the actions of the Users as a consequence of the Engagement, except otherwise expressly stated in the MSAs or any express document entered into with WillDom.
The User is solely responsible for the legitimacy and veracity of the Personal Data, as well as the data of third parties.
The User acknowledges and agrees that by doing business through WillDom, the User does so at its own risk. In no event shall WillDom be liable for lost profits, or any other damage and / or injury that the User may have suffered as a result of the Service provided, provided that it is not the direct and only responsibility of WillDom, except otherwise expressly stated in the MSAs or any express document entered into with WillDom.
The User agrees that WillDom is not responsible for the User’s reliance on any information or content made available through the Service, other than that provided directly by WillDom, and the authors of such information and content are solely responsible for such content. WillDom does not guarantee the accuracy or completeness of any information on the Service or adopt, enforce or accept responsibility for the accuracy or reliability of any statement made by any third party or user that appears on the Service, except otherwise expressly stated in the MSAs or any express document entered into with WillDom. The User agrees that WillDom will under no circumstances be responsible for any loss or damage resulting from the Users reliance on information or content on the Service, except otherwise expressly provided in the MSAs or any express document entered into with WillDom.
The User agrees that WillDom and its officers, directors, agents, investors, and employees are not responsible for any incorrect or inaccurate content or information posted on the Service or in connection with the Service and no User should rely on any information therein or the continuation of the Service, except otherwise expressly provided in the MSAs or any express document entered into with WillDom.
THE SERVICE AND ALL INFORMATION AND ON IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WILLDOM, ITS OFFICERS, DIRECTORS, AGENTS, INVESTORS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE AFFILIATES, ADVERTISERS, PROMOTERS, OR DISTRIBUTION PARTNERS WILL IN NO WAY AND UNDER NO CIRCUMSTANCES BE RESPONSIBLE FOR ANY CLAIM, DEMAND, LOSS OR DAMAGE OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SERVICE, WHETHER ONLINE OR OFFLINE. WILLDOM WILL DO NOT CONTROL OR REVIEW USER GENERATED CONTENT FOR ACCURACY. WILLDOM WILL NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. WILLDOM DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NON-INFRINGEMENT. SHOULD THE USERBECOME DISSATISFIED OR HARMED BY THE SERVICE, THE USER SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THE USER ACCOUNT IN ACCORDANCE WITH THE ABOVE SECTION “TERM.”
- Use and Warranty of the Platform.
WillDom does not guarantee the availability and continuity of the operation of the Platform. Consequently, WillDom shall in no event be liable for any damages that may arise from (i) lack of availability or accessibility to the Platform; (ii) interruption in the operation of the Platform or computer failures, telephone breakdowns, disconnections, delays or blockages caused by deficiencies or overloads in telephone lines, data centers, communication systems, Internet or other electronic systems, produced in the course of its operation; and (iii) other damages that may be caused by third parties through unauthorized interference beyond the control of WillDom.
WillDom does not guarantee the absence of viruses or other elements in the Platform introduced by third parties outside WillDom that may cause alterations in the physical or logical systems of the User or in the electronic documents and files stored in its systems. Consequently, WillDom shall in no case be liable for any damages of any kind that may arise from the presence of viruses or other elements that may cause alterations in the physical or logical systems, electronic documents or files of the User.
In the event that the User becomes involved in any dispute with one or more other Users, the User hereby release and forever discharge WillDom and its officers, directors, agents, investors, and employees from all past, present, and future claims, causes of action, demands, lawsuits, actions, liabilities, losses, expenses, obligations or damages of every kind and nature (including personal injuries, death and property damage), whether known or unknown, suspected and unsuspected, disclosed and undisclosed, arising directly or indirectly out of or in any way connected with such disputes, the Service, or WillDom.
- Intellectual Property Rights
WillDom owns and retains all intellectual property and other proprietary rights throughout the world in regards to the Platform and the Service. All such intellectual property and other proprietary rights, including any software, text, typefaces, graphics, content, data, formatting, designs, HTML, scripts, codes, databases, graphs, photographs, videos, designs, sounds, images, look and feel, and other content on the Platform or Service, and the coordination, selection, arrangement and enhancement of any such materials as a collective work under the United States Copyright Act, as amended, is owned by or licensed to WillDom. The User agrees that WillDom owns and retains all such rights that are protected in all forms and through all media and technologies now known or hereinafter developed.
Users are prohibited from copying, downloading, using, redesigning, reconfiguring, reverse engineering or retransmitting any of these rights without WillDom’s prior express permission by writing. Users are prohibited from posting, sending, sharing, or distributing any WillDom materials or content that they do not own or have permission to use. The Platform contains materials protected by the domestic and international laws of copyrights, trademarks, patents, and other proprietary rights and laws and any use of such materials is expressly prohibited without the prior signed written permission of WillDom or the relevant right holder or as otherwise permitted herein.
- Data Privacy
The Personal Data provided by the User will be integrated into a database for which WillDom shall be responsible, whose address appears in the heading of this document.
WillDom declares that the Personal Data of the Users shall be used solely for the purposes of the Service.
The User is prohibited from posting, distributing, or reproducing in any way any copyrighted material, trademarks, or other proprietary information without obtaining prior written consent of the owner of such proprietary rights. If the User, in good faith, believe that any materials on the Service infringe upon the User copyrights, please write WillDom to the following email in this regard:
Email: [email protected]
- Please write a description of the copyrighted work that the User believes has been infringed upon and the reason why the User considers this;
- A description of where the original or an authorized copy of the copyrighted work exists;
- A statement from the User that the User in good faith believes that the disputed use is not authorized by the copyright agent or owner or the law; and
- The User’s physical or electronic signature.
- Modifications to the Platform
WillDom reserves the right to evaluate, improve, amend, update, partially or totally, or temporarily or permanently discontinue the Service or any content or information thereon with or without providing notification to Users. The User agrees that WillDom and its officers, directors, agents, investors, and employees are not liable to the User or any third party for any modification or discontinuance of the Service.
- Dispute Resolution, Arbitration and Governing Law
The User agrees to first try to resolve any dispute informally by contacting WillDom through [email protected]. WillDom will respond to the User by email and attempt to resolve disputes the User submits to WillDom. If a dispute the User presents to WillDom is not resolved within 30 days of the first email submission regarding the dispute, formal proceedings may be initiated according to the following terms.
The User agrees to:
- Comply with all applicable local, state, federal and international laws including, without limitation, privacy, intellectual property, and tax laws along with all other regulatory requirements;
- Provide accurate and updated information;
- At all times while using the Service, act professionally and responsibly.
For information about any technical inquiries, send an email to: [email protected].
- General Provisions
- Access to the Platform outside United States
WillDom makes no representations that the Platform or Service is appropriate or available for use outside of the United States. Those require the use of the Service from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. The User must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. The User also warrants not being prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Platform or Service, the User must and hereby represent that the User is not: (a) a citizen or resident of a geographic area in which access to or use of the Platform or Service is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. The User agrees that if its country of residence or other circumstances change such that the above representations are no longer accurate, it will immediately cease using the Platform and Service and its license to use the Platform or Service will be immediately revoked.
WillDom may notify the User by e-mail to the account provided by the User to WillDom.The User may notify WillDom by sending an e-mail to [email protected].
The User agrees that WillDom may communicate with the User regarding the Service through the User’s Account or through certain other means including email, mobile number, telephone, or via delivery services including the postal service. The User further agrees that WillDom and its officers, directors, agents, investors, and employees have no liability connected with or arising from the User’s failure to maintain current and accurate contact information including, without limitation, the User failure to receive critical information regarding the Service.