Last Updated: 12 November 2021
Effective Date: 12 November 2021
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Request or the suitability of another User for the Request, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that:
(a) is generally known by third parties as a result of no act or omission of Pal or Requester;
(b) was lawfully received by User without restriction from a third party having the right to disseminate the information;
(c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or
(d) was independently developed by User without use of another person’s Confidential Information.
“Fixed-Price Contract” means a Service Contract for which Requester is charged a fixed fee agreed between a Requester and a Pal, prior to the commencement of a Service Contract, for the completion of all Pal Services contracted by Requester for such Service Contract.
“Hourly Contract” means a Service Contract for which Requester is charged based on the hourly rate charged by Pal.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Pal for Pal Services performed for a Requester.
The term “including” as used herein means including without limitation.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Pal” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Pal Services to Requesters, including Pal Accounts that are Agency Accounts or, if applicable, Agency Members. A Pal is a customer of MOBA Pal with respect to use of the Site and Site Services.
“Pal Fees” means:
(a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Pal, multiplied by the hourly rate charged by Pal);
(b) for a Fixed-Price Contract, the fixed fee agreed between a Requester and a Pal; and
(c) any bonuses or other payments made by a Requester to a Pal.
“Pal Services” means all services performed for or delivered to Requesters by Pal.
“Payment Method” means a valid credit card issued by a bank acceptable to MOBA Pal, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as MOBA Pal may accept from time to time in our sole discretion.
“ProPal” means the membership subscription plans offered by MOBA Pal to users in order to provide users with additional features and Site Service.
“Request” means an engagement for Pal Services that a Pal provides to a Requester under a Service Contract on the Site.
“Requester” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Pal Services, including from another User.
“Service Contract” means, as applicable,
(a) the contractual provisions between a Requester and a Pal governing the Pal Services to be performed by a Pal for Requester for a Request;
(b) the contractual provisions of Pal Services to Requester.
“Service Outcome” means any tangible or intangible results or deliverables that Pal agrees to create for, or actually delivers to, Requester as a result of performing the Pal Services, including, but not limited to, number of wins, achievements, winrate, or other information, and any intellectual property developed in connection therewith.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to MOBA Pal, including such content or information that is posted as a result of questions.
“Wallet Account” means Requester Wallet Account, or Pal Wallet Account.
“Wallet Instructions” means the Fixed-Price Wallet Instructions or the Hourly, and Bonus Wallet Instructions.
“Wallet System” means the platform set up and owned by MOBA Pal to provide Wallet Services.
2. MOBA PAL ACCOUNTS
2.1 REGISTERING AN ACCOUNT
2.2 ACCOUNT ELIGIBILITY
MOBA Pal offers the Site and Site Services for your gaming purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you:
(a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity);
(b) will use the Site and Site Services for gaming purposes only;
(c) will comply with any licensing, registration, or other requirements with respect to your games, or the business for which you are acting, and the provision of Pal Services; and
(d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
2.3 PROFILE OF ACCOUNT
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your games, your skills, or the services you provide and to correct any such information that is or becomes false or misleading.
2.4 TYPES OF ACCOUNT
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For instance, if you already have a Pal Account (defined below), you can add a Requester Account (defined below) as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
2.4.1 REQUESTER ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Requester (a “Requester Account”).
2.4.2 PAL ACCOUNT
Pal: You can register for an Account or add an Account type to use the Site and Site Services as a Pal (a “Pal Account”).
2.5 ACCOUNT PERMISSIONS
You agree not to allow another person to create an Account on your behalf, for your use, or for your benefit.
2.6 VERIFYING IDENTITY & LOCATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your gaming purposes on MOBA Pal. You authorize MOBA Pal, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
2.7 USERNAMES & PASSWORDS
Each person who uses the Site must register their own Account. When you register for an Account, you will be asked to choose a username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize MOBA Pal to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if
(a) you are not authorized to use both or
3. PURPOSE OF SITE
3.1 MOBA PAL & USERS
MOBA Pal merely makes the Site and Site Services available to enable Pals and Requesters to find and transact directly with each other. MOBA Pal does not introduce Pals to Requesters, select Requests for Pals, or select Pals for Requesters. Through the Site and Site Services, Pals may be notified of Requesters that may be seeking the services they offer, and Requesters may be notified of Pals that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Request, Requester or Pal on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and MOBA Pal is not a party to that Service Contract.
You acknowledge, agree, and understand that MOBA Pal is not a party to the relationship or any dealings between Requester and Pal. Without limitation, Users are solely responsible for:
(a) ensuring the accuracy and legality of any User Content;
(b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions);
(c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts;
(d) performing Pal Services; and/or
(e) paying for Pal Services.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. MOBA Pal does not make any representations about or guarantee the truth or accuracy of any Pal’s or Requester’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Pals or Requesters; and does not perform background checks on or guarantee the work of Pals or Requesters. You acknowledge, agree, and understand that MOBA Pal does not, in any way, supervise, direct, control, or evaluate Pals or their work and is not responsible for any Request, Request terms or Service Outcome. MOBA Pal makes no representations about and does not guarantee, and you agree not to hold MOBA Pal responsible for, the quality, safety, or legality of Pal Services; the qualifications, background, or identities of Users; the ability of Pals to deliver Pal Services; the ability of Requesters to pay for Pal Services; User Content and statements or posts made by Users; or the ability or willingness of a Requester or Pal to actually complete a Service Contract. While MOBA Pal may provide certain badges on Pal or Requester profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Pal or Requester to complete a Service Contract and is not a guarantee of any kind, including, the quality of Pal Services or Requester Request.
You also acknowledge, agree, and understand that Pals are solely responsible for determining, and have the sole right to determine, which Requests to accept; the time, place, manner, and means of providing any Pal Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that:
(i) you are not an employee of MOBA Pal, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);
(ii) MOBA Pal will not have any liability or obligations, including under or related to Service Contracts and/or Pal Services for any acts or omissions by you or other Users;
(iii) MOBA Pal does not, in any way, supervise, direct, or control any Pal or Pal Services; does not impose quality standards or a deadline for completion of any Pal Services; and does not dictate the performance, methods or process Pal uses to perform services;
(iv) Pal is free to determine when and if to perform Pal Services, including the days worked and time periods of work, and MOBA Pal does not set or have any control over Pal’s pricing, work hours, work schedules, or work location, nor is MOBA Pal involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Pal for a Request;
(v) Pal will be paid at such times and amounts as agreed with a Requester in a given Service Contract, and MOBA Pal does not, in any way, provide or guarantee Pal a regular salary or any minimum, regular payment;
(vi) MOBA Pal does not provide Pals with training or any equipment, labour, tools, or materials related to any Service Contract;
(vii) MOBA Pal does not provide the premises at which Pals will perform the work;
(viii) unless otherwise agreed with their Requester, Pals may use subcontractors or employees to perform Pal Services by delegating work on fixed-price contracts or by agreeing with their Requesters to have hourly contracts for Pal’s subcontractor(s) or employee(s); and
(ix) MOBA Pal does not provide shipping services for any physical Service Outcome. If a Pal uses subcontractors or employees, Pal further agrees and acknowledges that this Section applies to MOBA Pal’s relationship, if any, with Pal’s subcontractors and employees as well and Pal is solely responsible for Pal’s subcontractors and employees.
3.2 COMPENSATION & TAXES
Pal acknowledges and agrees that Pal is solely responsible
(a) for all tax liability associated with payments received from Pal’s Requesters and through MOBA Pal, and that MOBA Pal will not withhold any taxes from payments to Pal;
(b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Pal is not covered by or eligible for any insurance from MOBA Pal;
(c) for determining whether Pal is required by applicable law to issue any particular invoices for the Pal Fees and for issuing any invoices so required;
(d) for determining whether Pal is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Pal Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and
(e) if outside of Singapore, for determining if MOBA Pal is required by applicable law to withhold any amount of the Pal Fees and for notifying MOBA Pal of any such requirement and indemnifying MOBA Pal for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of MOBA Pal, Pal agrees to promptly cooperate with MOBA Pal and provide copies of Pal’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Pal is engaging in an independent business as represented to MOBA Pal.
3.3 USER FEEDBACK & CONTENT
You hereby acknowledge and agree that Users publish and request MOBA Pal to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Pals or Requesters voluntarily submit to MOBA Pal and does not constitute and will not be construed as an introduction, endorsement, or recommendation by MOBA Pal; MOBA Pal provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that MOBA Pal post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Rating Score, wherever referenced, and other User Content highlighted by MOBA Pal on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that MOBA Pal will make Composite Information available to other Users, including composite or compiled feedback. MOBA Pal provides its feedback system as a means through which Users can share their opinions of other Users publicly, and MOBA Pal does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
4. REQUESTER & PAL
4.1 SERVICE CONTRACTS
If a Requester and Pal decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Requester and Pal. Requester and Pal have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that MOBA Pal is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between MOBA Pal and any User or a partnership or joint venture between MOBA Pal and any User.
4.2 USER DISPUTES
For disputes arising between Requesters and Pals, you agree to abide by the dispute process that is explained in the Wallet Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that MOBA Pal will not and is not obligated to provide any dispute assistance beyond what is provided in the Wallet Instructions.
If Pal or Requester intends to obtain an order from any arbitrator or any court that might direct MOBA Pal, to take or refrain from taking any action with respect to a Wallet Account, that party will
(a) give us at least ten business days’ prior notice of the hearing;
(b) include in any such order a provision that, as a precondition to obligation affecting MOBA Pal or MOBA Pal Wallet, we be paid in full for any amounts to which we would otherwise be entitled; and
(c) include in any such order a provision that, as a precondition to any obligation affecting MOBA Pal or MOBA Pal Wallet, MOBA Pal be paid for the reasonable value of the services to be rendered pursuant to such order.
4.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 4.3 (Confidential Information) applies.
To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
5. MOBA PAL FEES
5.1 FEES FOR PALS
Pals will pay MOBA Pal a service fee for the use of the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Wallet Instructions (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Pal. When a Requester pays a Pal for a Request or when funds related to a Request are otherwise released to a Pal as required by the applicable Wallet Instructions (See Section 6.1), MOBA Pal will disburse to the Pal Wallet Account only for the amount after deduction of the MOBA Pal the Service Fee. Pal hereby irrevocably authorizes and instructs MOBA Pal to deduct the Service Fee in the Wallet System and pay MOBA Pal on Pal’s behalf. In the event the Pal chooses to withdraw funds in a currency other than U.S. dollars, there may also be a foreign currency conversion charge imposed by MOBA Pal and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
Pals may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of ProPal membership fees and by purchasing “Proposal Credits”.
Pals will pay MOBA Pal a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to MOBA Pal in consideration of costs incurred and administration of disbursements via the disbursement method requested by Pal and varies by disbursement method.
In addition to fees charged by MOBA Pal, your disbursement method may also charge activation, maintenance, or other account fees.
5.2 REQUESTER FEES
Requesters pay MOBA Pal a fee for payment processing and administration related to the Pal Fees they pay to Pals they engage through the Site.
Requesters may also choose to pay for ProPal to access additional features and Site Services.
5.3 GST & OTHER TAXES
5.4 NO FEE SITUATIONS
MOBA Pal does not introduce Requesters to Pals and does not help Pals to secure Requests. MOBA Pal merely makes the Site and Site Services available to enable Pals to do so themselves and may from time to time highlight Requests that may be of interest. Henceforth, MOBA Pal does not charge any fees when a Pal finds a suitable Requester or finds a Request. Additionally, MOBA Pal does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
6. WALLET & PAYMENT
6.1 WALLET SERVICES
MOBA Pal provides Wallet services to Users to deliver, hold, and/or receive payment for a Request, and to pay fees to MOBA Pal (“Wallet Services”). The Wallet Services are intended for Service Contract use, and you agree to use the Wallet Services only for Service Contract purposes and not for consumer, personal, family, or household purposes.
6.1.1 WALLET INSTRUCTIONS
6.1.2 WALLET ACCOUNTS
(a) Requester Wallet Account. After entering into a Service Contract, the first time a Requester makes a payment for a Request, MOBA Pal will establish and maintain a “Requester Wallet Account” to hold funds for the Requester to use to make payments for Requests, to receive refunds in connection with Requests, and to make payments to MOBA Pal.
(b) Pal Wallet Account. After entering into a Service Contract, the first time a Pal uses the Site to receive payment for a Request, MOBA Pal will establish and maintain a “Pal Wallet Account” for Pal to receive payments for Requests, withdraw payments, make payments to MOBA Pal and issue refunds to Requesters.
6.1.3 APPOINTMENT OF MOBA PAL AS AGENT
If you are a Pal and you request payment related to an Hourly or Fixed-Price Contract, you hereby appoint MOBA Pal as your agent to obtain funds from the Wallet System on your behalf and credit them to your Pal Wallet Account as applicable. Because MOBA Pal is Pal’s agent, Pal must, and hereby does, fully discharge and credit Pal’s Requester for all payments and releases from the Wallet System on Pal’s behalf from or on behalf of such Requester.
6.1.4 TITLE TO WALLET FUNDS
6.1.5 NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your Wallet Account. MOBA Pal, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide as provided in Section 5.
6.1.6 DUTIES OF WALLET AGENT
6.1.7 RIGHTS OF WALLET AGENT
6.2 REQUESTER PAYMENTS ON SERVICE CONTRACTS
Hourly Contracts. Pal will invoice Requester for Pal Fees on a weekly basis through MOBA Pal, and Requester will pay invoices consistent with the Hourly Wallet Instructions. When Requester approves an Hourly Invoice for an Hourly Contract, Requester automatically and irrevocably authorizes and instructs MOBA Pal, to charge Requester’s Payment Method for the Pal Fees.
Fixed-Price Contracts. Requester becomes obligated to pay applicable amounts into the Wallet Account immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Requester authorizes the payment of the Pal Fees for a Fixed-Price Contract on the Site, Requester automatically and irrevocably authorizes and instructs MOBA Pal, to charge Requester’s Payment Method for the Pal Fees.
Requester acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Requester to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Wallet Instructions.
6.3 DISBURSEMENTS TO PALS ON SERVICE CONTRACTS
(i) Pal’s request;
(ii) 365 days after the funds are available in the Wallet System.
Pal Fees become available to Pals following the completion of a pal service marked by approval of requester or pal regardless of hourly or fixed-price contracts.
(a) we require additional information, such as Pal’s tax information, government-issued identification or other proof of identity, address, or date of birth;
(b) we have reason to believe the Pal Fees may be subject to dispute or chargeback;
(c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site;
(e) we deem it necessary in connection with any investigation or required by applicable law.
(i) suspect fraud or criminal activity associated with your payment, withdrawal, or Request;
(ii) discover erroneous or duplicate transactions; or
(a) Requester fails to pay the Pal Fees when due;
(b) Requester fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires;
(c) Requester fails to pay an invoice issued to the Requester by MOBA Pal within the time period agreed or, if no period is agreed, within 30 days;
(d) Requester initiates a chargeback with a bank or other financial institution resulting in a charge made by MOBA Pal for Pal Fees or such other amount due being reversed to the Requester; or
(e) Requester takes other actions or fails to take any action that results in a negative or past-due balance on the Requester’s account.
If Requester is in default, we may, without notice, temporarily or permanently close Requester’s Account and revoke Requester’s access to the Site and Site Services, including Requester’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Pal Services from other Users through the Site. However, Requester will remain responsible for any amounts that accrue on any open Requests at the time a limitation is put on the Requester’s Account as a result of the default. Without limiting other available remedies, Requester must pay MOBA Pal upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, MOBA Pal may, without notice, charge all or a portion of any amount that is owed on any Account to MOBA Pal or as Pal Fees or otherwise to any Payment Method on file on the Requester’s Account; set off amounts due against other amounts received from Requester or held by for Requester by MOBA Pal; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
MOBA Pal does not guarantee that Requester is able to pay or will pay Pal Fees and MOBA Pal is not liable for Pal Fees if Requester is in default. Pal may use the dispute process as described in the applicable Wallet Instructions in order to recover funds from Requester in the event of a default or may pursue such other remedies against Requester as Pal chooses. If MOBA Pal recovers funds from a Requester in default pursuant to this Section 6.4, MOBA Pal will disburse any portion attributable to Pal Fees to the applicable Pal to the extent not already paid by Requester or credited by MOBA Pal through any Payment Protection program.
6.5 NO CHARGEBACKS & NO RETURN OF FUNDS
6.6 PAYMENT METHODS
In order to use certain Site Services, Requester must provide account information for at least one valid Payment Method.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Requester represents, warrants, and covenants that:
(a) Requester is legally authorized to provide such information;
(b) Requester is legally authorized to make payments using the Payment Method(s);
(c) if Requester is an employee or agent of a company or person that owns the Payment Method, that Requester is authorized by the company or person to use the Payment Method to make payments on MOBA Pal; and
(d) such actions do not violate the terms and conditions applicable to Requester’s use of such Payment Method(s) or applicable law.
6.7 SITE CURRENCY & FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that MOBA Pal, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and MOBA Pal or its Affiliate, as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, MOBA Pal or our Affiliates will charge, debit, or credit the User’s Payment Method in U.S. Dollars and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. MOBA Pal, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. MOBA Pal, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Wallet Account.
7.1 PAYMENTS VIA MOBA PAL
You acknowledge and agree that a substantial portion of the compensation MOBA Pal receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “MOBA Pal Relationship”). MOBA Pal only receives the Service Fee when a Requester and a Pal pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 12 months from the start of an MOBA Pal Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.
By way of illustration and not in limitation of the foregoing, you agree not to:
(i) Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
(ii) Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
(iii) Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
You agree to notify MOBA Pal immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to MOBA Pal via email HERE.
7.2 NON-DISCOLSURE OF PERSONAL CONTACT DETAILS
The provisions of this Section 7.2 apply to any interaction between Users. Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you
(a) will use MOBA Pal as the sole manner to communicate with other Users;
(b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site;
(c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of MOBA Pal;
(d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and
(e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
7.3 OPT OUT VIA CONVERSION FEE
You may opt out of the obligations in Section 7.1 with respect to each MOBA Pal Relationship only if the Requester or Pal pays MOBA Pal a Conversion Fee for each MOBA Pal Relationship.
You agree that the Conversion Fee is 12% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means the highest of
(a) the highest hourly rate charged by the Pal on any Service Contract, if any;
(b) the highest hourly rate proposed by the Pal in any proposal, if any; or
(c) the hourly rate in the Pal’s profile.
You understand and agree that if MOBA Pal determines, in its sole discretion, that you have violated Section 7, MOBA Pal or its Affiliates may, to the maximum extent permitted by law
(x) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days,
(y) close your Account and revoke your authorization to use the Site and Site Services, and/or
(z) charge you for all losses and costs (including any and all time of MOBA Pal’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
8. COMPLIANCE RECORDS
Users will each
9. WARRANTY DISCLAIMER
10. LIABILITY LIMITATION
(a) your use of or your inability to use our Site or Site Services;
(b) delays or disruptions in our Site or Site Services;
(c) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
(d) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
(e) damage to your hardware device from the use of the Site or Site Services;
(f) the content, actions, or inactions of third parties’ use of the Site or Site Services;
(g) a suspension or other action taken with respect to your Account;
(h) your reliance on the quality, accuracy, or reliability of request postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
(A) $500; OR
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You will indemnify, defend, and hold harmless MOBA Pal, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims and Indemnified Liabilities relating to or arising out of:
(a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services;
(b) any Service Outcome or User Content developed, provided, or otherwise related to your use of the Site Services;
(c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Pal as an independent contractor or non-compliance with IR35 including for the failure to provide MOBA Pal with a designation including accurate information on the applicability of IR35; the classification of MOBA Pal as an employer or joint employer of Pal; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits;
(e) failure to comply with applicable law by you or your agents;
(f) negligence, willful misconduct, or fraud by you or your agents; and
(g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
13. TERM OF AGREEMENT & TERMINATION
(a) you hereby instruct MOBA Pal to close any open contracts;
(c) MOBA Pal will continue to perform those Site Services necessary to complete any open Request or related transaction between you and another User; and
Without limiting MOBA Pal’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if:
(ii) we suspect or become aware that you have provided false or misleading information to us;
(iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or MOBA Pal or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or
(iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without MOBA Pal’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF MOBA PAL DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, MOBA PAL HAS THE RIGHT ALLOWED BY LAW BUT NOT THE OBLIGATION TO:
(A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS,
(B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT MOBA PAL WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
13.2 ACCOUNT CLOSURE & DATA
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which MOBA Pal will have no liability whatsoever. MOBA Pal, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
13.3 AGREEMENT SURVIVAL
14. DISPUTES BETWEEN YOU & MOBA PAL
14.1 DISPUTE PROCESS, ARBITRATION, & SCOPE
(a) covered by the Employee Retirement Income Security Act of 1974 or
(b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with MOBA Pal or the termination of that relationship.
14.2 GOVERNING LAW
14.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and MOBA Pal agree to first notify each other of the Claim. You agree to notify MOBA Pal of the Claim at Attn by email to firstname.lastname@example.org, and MOBA Pal agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and MOBA Pal will then seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or MOBA Pal, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and MOBA Pal will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
14.4 BINDING ARBITRATION & CLASS ACTION/JURY TRIAL WAIVER (FOR USERS LOCATED IN THE REPUBLIC OF SINGAPORE ONLY)
This Arbitration Provision applies to all Users except Users located outside of the Republic of Singapore.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, MOBA Pal, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from SIAC, instead of a court or jury. SIAC may be contacted at https://www.siac.org.sg/ .
14.4.1. CONDUCT & SCOPE OF ARBITRATION AGREEMENT
Except as otherwise provided herein, arbitration will be conducted in Republic of Singapore in accordance with the SIAC Rules then in effect. The applicable SIAC arbitration rules may be found at https://www.siac.org.sg/our-rules/rules/siac-rules-2016 . Any dispute regarding the applicability of a particular set of SIAC rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and MOBA Pal will follow the applicable SIAC rules with respect to arbitration fees. In any arbitration, the Pal will pay the SIAC arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with MOBA Pal to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. MOBA Pal will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others).
14.4.2. INTERPRETATION & ENFORCEMENT OF THIS ARBITRATION PROVISION
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, below, of this Arbitration Provision is deemed to be unenforceable, you and MOBA Pal agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
14.4.3. CLASS & COLLECTIVE WAIVER
(1) the dispute is filed as a class or collective action and
(2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and MOBA Pal agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, MOBA Pal may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
14.4.4. OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision stated in this Section 14 by notifying MOBA Pal in writing within 30 days of the date you first registered for the Site. To opt out, you must email a written notification to MOBA Pal at email@example.com that includes
(a) your Account username,
(b) your name,
(c) your address,
(d) your telephone number,
(e) your email address, and
14.4.5. ENFORCEMENT OF THE ARBITRATION PROVISION
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and MOBA Pal agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
15.1 FULL AGREEMENT
15.2 MODIFICATIONS OF AGREEMENT
15.3 OBLIGATIONS TRANSFER
15.5 FORCE MAJEURE
15.6 CONTROLLING LANGUAGE & LOCATION
15.7 ACCESS OF THE SITE OUTSIDE THE REPUBLIC OF SINGAPORE
MOBA Pal makes no representations that the Site is appropriate or available for use outside of the Republic of Singapore. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, Republic of Singapore, state, and local laws and regulations, including, but not limited to, export and import regulations. You 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. You also warrant that you are not prohibited from receiving the Republic of Singapore origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not:
(a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services 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 Republic of Singapore or other sovereign country sanctions or embargoes; or
You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
15.8 PROVISION OF SOFTCOPY RECORDS