This Agreement (“Agreement”) is between you and We Solve tech and business consultancy. (“WeSolve”) as described below and incorporates by reference the User Agreement and the other Terms of Service. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the Site Terms of Use, User Agreement, or elsewhere in the Terms of Service.

PARTIES

You are entering into this Agreement with WeSolve (also referred to as “we” and “us”).

TAXES

Where applicable, we may also collect Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for Connects.

SERVICES

Client and we agree that we are performing services as an independent contractor and that we are not an employee or agent of Client. We will perform the Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Services will be determined and controlled solely by us, who are engaged by Client as an independent contractor.
The terms concerning the services to be performed under the Service Contract described on the Site form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract, including by adding additional or different milestones, by closing a Service Contract, or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

CLIENT PAYMENTS AND BILLING

We agree to accurately report hourly invoices by billing hours worked under the Account of the User that worked the hours, including, if applicable, Agencies billing their Clients for hourly work done by Agency Members.

TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either Client or we have the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Fees for any Services provided prior to termination of the Hourly Contract. by WeSolve
Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the account for the Engagement, absent a full refund to Client by WeSolve, the Service Contract does not terminate until the Services are completed. However, either Client or WeSolve have the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to WeSolve from their account for the Engagement.

INTELLECTUAL PROPERTY RIGHTS
THIRD-PARTY RIGHTS

We represent and warrant that we will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Services that are not generally available for use by the public or have not been legally transferred to the Client.

BACKGROUND TECHNOLOGY

We will disclose in the Engagement terms any Background Technology which we propose to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If we disclose no Background Technology, we warrant that it will not incorporate any Background Technology into Work Product provided pursuant thereto. We will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by us, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, we agree that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

CLIENT MATERIALS

Client grants us a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, we will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on our premises, systems, or any other equipment or location otherwise under our control. Within fifteen days of such request from Client, we agree to provide written certification to Client that we have returned or destroyed all Client Materials and Work Product as provided in this subsection.

OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon receipt of full payment from Client, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If we have any Intellectual Property Rights to the Work Product that are not owned by Client upon receipt of payment from Client, we hereby automatically irrevocably assign to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, we retain no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. We will then waive any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.