Terms of Service

1.2 Consultant Services. The Clients may also use RemotePass to obtain
certain   services,   including   human   resource   services   (the   “Consultant Services”) by consultants engaged by RemotePass or other third-party partners of RemotePass (“Third Party Partners”) as employer of record. The Client, and RemotePass or the Third Party Partner, as the case maybe, shall enter into a separate agreement in respect of the Consultant Services(the “Consultant Agreement”).The Consultant Agreement will be available on the Site. In the event of conflict between the Terms of Service and theConsultant Agreement, the provisions of the Consultant Agreement shallprevail to the extent of such inconsistency.

1.3 RemotePass’ role. RemotePass provides tools, such as the Contractor Agreement template (and, if applicable, the Consultant  Agreement template), to memorialize Contractor Services agreed by the Contractor and the Client such as timelines, deliverables, Fees, and acceptance criteria. All Contractor Agreements should be reviewed carefully by you and your legal counsel before agreeing and signing them. RemotePass makes no representation as to their suitability or enforceability in any specific region. RemotePass also generate and submit invoices to Clients on behalf of Contractors when Fees are due. Contractors may also use RemotePass to automatically submit invoices for recurring services, or schedule delivery of invoices according to project milestones in Contractor Agreements.  As described further below, RemotePass also acts as a limited payment agent of the Contractor for the collection of Fees from the Client, using supported payment methods as described on our payment methods page.  

1.4 User’s role. Users are solely responsible for determining the suitability of other Users for Contractor Services or Contractor; and for negotiating, agreeing to, and executing any terms or conditions of any Contractor Agreement and performing their respective responsibilities under those contracts. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Contractor Agreement with another User and for verifying any information about the User. RemotePass does not make any representations about or guarantee the truth or accuracy of any Contractor’s or Client’s posting on the Site (“User Content”); does not verify any feedback or information provided by Users about Contractors or Clients; and does not perform background checks on or guarantee the work of Contractors or Clients. You acknowledge, agree, and understand that RemotePass does not, in any way, supervise, direct, control, or evaluate Contractors or their work and is not responsible for Contractor Services. RemotePass makes no representations about and does not guarantee, and you agree not to hold RemotePass responsible for, the quality, safety, or legality of Contractor Services; the qualifications, background, or identities of Users; the ability of Contractors to deliver Contractor Services; the ability of Clients to pay for Contractor Services; or User Content and statements or posts made by Users; or the ability or willingness of a Client or Contractor to actually complete a transaction.

1.5 Contractors’ role. Contractors acknowledge, agree, and understand that they are solely responsible for determining, and have the sole right to determine, which projects to accept; the time, place, manner, and means of providing any Contractor Services; the type of services they provide; and the price they charge for their services or how that pricing is determined. You further acknowledge, agree, and understand that: (i) you are not an employee of RemotePass, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) RemotePass will not have any liability or obligations, including under or related to Contractor Agreements and/or Contractor Services, for any acts or omissions by you or other Users; (iii) RemotePass does not, in any way, supervise, direct, or control any Contractor or Contractor Services; does not impose quality standards or a deadline for completion of any Contractor Services; and does not dictate the performance, methods or process Contractor uses to perform services; (iv) Contractor is free to determine when and if to perform Contractor Services, including the days worked and time periods of work, and RemotePass does not set or have any control over Contractor’s pricing, work hours, work schedules, or work location, nor is RemotePass involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Contractor; (v) Contractor will be paid at such times and amounts as agreed with a Client in a given Contractor Agreement, and RemotePass does not, in any way, provide or guarantee Contractor a regular salary or any minimum, regular payment; (vi) RemotePass does not provide Contractors with training or any equipment, labor, tools, or materials related to any Contractor Agreement;(vii) RemotePass does not provide the premises at which Contractors will perform the work. Contractors are free to use subcontractors or employees to perform Contractor Services and may delegate work on fixed-price contracts or by agreeing with their Clients in their Contractor Agreements; and (viii) RemotePass does not provide shipping services for any physical Contractor Services. If a Contractor uses subcontractors or employees, Contractor further agrees and acknowledges that this section 1.5 applies to RemotePass’ relationship, if any, with Contractor’s subcontractors and employees as well and Contractor is solely responsible for Contractor’s subcontractors and employees.

1.6 Prohibited uses of the services and platform and prohibited contractor services. You may not use the Site or the Services or your RemotePass Account or any payments associated with the Site 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 relevant to your business. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for bona fide business purposes to obtain or provide services specified in a Contractor Agreement. 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 any country; (b) any unaffiliated third parties; or (c) any other services not for the benefit of a Client. Further, you may not use the Site to solicit or provide Services involving or related to any of the items prohibited in our Acceptable Use Policy. You must comply with all applicable laws, rules, regulations, theTerms of Service and the Consultant Services Agreement in the use of theSite and/or the Services.  

Use of the Services and Site includes, for the purpose of this Agreement, the content of a Contractor Agreement and any statement of work contained therein. If we suspect or determine that you are using the Services in any manner related to activities that are in violation of our Acceptable Use Policy, we reserve the right to disable your RemotePass Account, block any funds going into or out of your RemotePass Account, and report your activity to our financial services providers and other regulatory or legal authorities with authority over us or you.  Please contact us at legal@remotepass.com if you believe another User is in violation of these Terms.  Each User is responsible for ensuring its use of the Services is in compliance with all laws, rules and regulations applicable to such User.

1.7 Prohibited User Content. All User Content is the sole responsibility of such User. The User agrees that it will not under any circumstances transmit any User Content that (i) is unlawful or promotes unlawful activities; (ii) defames, harasses, abuses, threatens or incites violence toward any individual or group; (iii) is pornographic, immoral, discriminatory or otherwise victimizes or intimidates any individual group on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv)is spam, constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation or any form of lottery or gambling; (v) contains or installs any viruses, worms, malware, trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; (vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights; (vii) impersonates any person or entity, including any employee or representative of RemotePass; (viii) violates the privacy of any third party or (ix) violates the Acceptable Use Policy.

1.8 RemotePass card services. RemotePass card terms and conditions.

2 Accounts, payments and billing

2.1 Registration. In order to obtain a RemotePass Account, you agree and represent, in accordance with these Terms of Service that you will use the Services only for yourself, or on behalf of an Entity that you are authorized to represent, and not on behalf of any third party. Users are fully responsible for all activity that occurs under their RemotePass Account. We may, in our sole discretion, refuse to open a RemotePass Account, or suspend or terminate any RemotePass Account.

2.2 Identity verification. During registration for your RemotePass Account, Users agree to provide us, and any payment service provider, including payment gateways, money transmitters, stored value providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks, that we work with (a “Payment Service Provider”), with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth (for an individual) or date of formation (for an Entity), taxpayer identification number, a government identification number or card, and information regarding your bank account (such as the name of the bank, the account type, routing number/IBAN/sort code (as applicable), and account number). In providing us with this or any other information that may be required, you the User confirm that the information is accurate and authentic.  You, as the User, agree to keep us updated if any of the information you provide changes. 

2.3 Your payment information.  Except for payment amount and payment status details stored in connection with your RemotePass Account, RemotePass does not have access to payment information provided to Payment Service 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 RemotePass 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 other payment method you use to send or receive payments, and that you are legally authorized to send or receive payments using such method or account.  All payment services, including, withdrawal services, will be provided by RemotePass’ Payment Services Provider. 

2.4 Account Security. You, the User, are responsible for maintaining the privacy and security of your RemotePass Account. We will promptly disable your access to the Services if we believe your RemotePass Account has been compromised or stolen, and you, the User agree to immediately notify us if you believe your RemotePass Account credentials have been compromised or stolen, and in the event of any unauthorized access toor use of your RemotePass Account. We will attempt to prevent unauthorized transactions or other activity using your RemotePass Account, and we will assist you in the event your RemotePass Account is compromised, but you are solely responsible for any financial or other loss that results from unauthorized access to your RemotePass Account. We may suspend access to your RemotePass Account if we suspect your RemotePass Account has been compromised.

2.5 Contractors appointment of RemotePass as payment agent.  By these Terms, Contractors hereby appoints RemotePass as its or their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments and Fees from Clients for Contractor Services and authorizes RemotePass, in its role as Payment Agent to (a) hold, disburse and retain payments on behalf of Contractors pursuant to these Terms, or otherwise instruct RemotePass’ Payment Services Providers to do so, (ii) issue refunds to Clients at the request of Contractors; and (iii) manage Client credit and debit card chargebacks on behalf of Contractors. Such payments will be made through Payment Services Providers, when applicable, and in accordance with the rules, contract and policies that govern such Payment Service Providers. In accepting appointment as Payment Agent, RemotePass assumes no liability whatsoever for any acts or omissions of Contractors related to any Contractor Agreement or these Terms of Service, failure by Contractors to provide the Services in accordance with any Contractor Agreement, or failure by Clients to pay Fees or make payments owed to Contractors, and Contractors understand that RemotePass’ obligation to pay Contractors is subject to and conditional upon RemotePass’ actual receipt of payment from Clients. Clients’ payment obligations to Contractors will be satisfied upon receipt of payment by RemotePass (or its Payment Services Provider, as applicable), and RemotePass (via its Payment Services Provider, as applicable) will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that RemotePass (via Payment Services Provider) does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against RemotePass, and not Clients.

2.6 Payments to and from RemotePass Accounts. Other than RemotePass’ role as a limited payment agent for Contractors, RemotePass does not and will not provide banking, deposit taking, stored value, e-money, escrow, insurance or any other financial service to Users, and, for the avoidance of doubt, RemotePass is not a bank, deposit taking institution, money transmitter or provider of stored value or e-money, holder of escrowed funds, insurance company or any other sort of financial services company. To facilitate payments on behalf of Contractors, RemotePass partners with Payment Service Providers. We have provided more information about the types of payments that RemotePass accept via such Payment Service Providers on our payment methods page, including what Payment methods are accepted in various geographic locations and other limitations. It is important for all Users to review this page before using the Services to understand how and whether they can pay or receive Fees.  Users non-termination or continued use of RemotePass reaffirms that it is authorized to use the Users’ payment methods on file for the Services. This right does not waive RemotePass’ right to seek payment directly from the User.

2.7 User Relationship with Payment Service Providers. By making use of the Services, User agrees to be bound by applicable Payment Service Providers agreements, terms and conditions and other policies, and hereby consents and authorizes RemotePass to delegate any authorizations and any share information that the User provides to RemotePass with any third-party service provider, including Payment Service Providers to the extent required to provide a relevant payment method. In addition, certain Payment Service Providers may require you to accept such providers’ own terms and conditions and privacy policies independently of these Terms.  RemotePass is not and will not be liable to you for any losses you suffer in connection with your use of any third-party Payment Service Providers. In addition, different payment methods are subject to different sets of rules – for example, debit and credit cards are subject to network rules and the terms of conditions of cards issuers, acquires and processors – and different payment methods may be subject to additional fees, such as foreign exchange fees or other fees imposed separately by a Payment Service Provider, a payment network or by a Users’ own financial institution.

2.8 Reversals and payment disputes.  Except to satisfy Payment Service Provider obligations or other compliance obligations, RemotePass cannot reverse payments or withhold funds paid to Contractors and cannot cause the third-party financial service providers with respect to payment of funds from Clients and settlement of funds to Contractors to reverse or withhold payments. 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. RemotePass will not adjudicate payment, Contractor Agreement or other disputes between Users regardless of payment method.

2.9 RemotePass Account Termination.  As stated above, we may terminate or suspend your RemotePass Account and bar access to the Site or the Service. If you wish to terminate your account, please contact us at support@remotepass.com. You may delete Contractor Agreements at any time from within the RemotePass Site, and the deleted Contractor Agreement and all of the information associated with the Contractor Agreement will immediately become inaccessible to other Users, if applicable, after which we will permanently delete the Contractor Agreement from our Site. All provisions of the Terms which by their nature should survive termination will survive termination, including, without limitation, Section 5 [Intellectual Property], Section 9 [Interruption of Service, force majeure and disclaimer of warranties, and Section 10 [Limitation of liability; indemnification].

3 Taxes

3.1 RemotePass does not provide tax, legal or accounting advice to Users. Clients and Contractors are responsible for their own tax reporting and withholding, either on their own or on the other’s behalf, for taxes of any type, including employment and income related tax, or indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled.  After reviewing the Contractor Agreement template, Users should consult your own tax, legal or accounting advisors, prior to performing any Contractor Services or submitting or paying an invoice.  RemotePass 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 using the Services, regardless of how such claims arise.

3.2   Tax Form Generation. For US-based Clients and Contractors, RemotePass generates forms W9, W-8BEN and W-8BEN-E (“Forms”) to be dated and signed by the relevant Users. We do not guarantee that information on any Form 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 another party or to any tax authority.

4 Disputes

4.1 Client and Contractor Disputes. RemotePass does not resolve or otherwise adjudicate disputes or between Contractors and Clients – including those related to the quality of Contractor Services, interpretation of any Contractor Agreement or related statements of work, the payment of Fees, or any other disputes that may arise. Users are solely responsible for addressing disputes amongst each other. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement. 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 Contractor Agreement through RemotePass. Cancellation of a Contractor Agreement through RemotePass has no bearing whatsoever on the merits of a dispute, or the interpretation of the terms of, or legality of a Contractor Agreement. Users shall not initiate or request payment for Contractor Services related to or alter the status of a Contractor Agreement after such agreement has been cancelled.

4.3 Disputes with RemotePass.  If you have a dispute with RemotePass (a “Complaint”), you agree to contact RemotePass through our Customer Support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through RemotePass support team, you agree to notify us of the Claim at Attn: Legal, 6 Liberty Square#290, Boston, MA 02109 US or by email support@remotepass.com (a “Notice”). You and RemotePass then will seek informal voluntary resolution of the Complaint. Any Notice must include pertinent account information, a brief description of the Complaint, and contact information, so that we may evaluate your Complaint and attempt to informally resolve the Complaint. Both you and RemotePass will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Complaint, which, if successful, will avoid the need for further action. 

4.4 Arbitration; Waiver of Class Action. If we cannot resolve the dispute through the Complaint process described in section 4.3 above, you and we agree that any dispute arising out of or relating to these Terms or the RemotePass Site or Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”). Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at here).

This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY“CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND RemotePass ARE EACH WAIVING THE RIGHT TO ATRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be conducted by a single, neutral arbitrator and shall take place by an arbitrator in the county or parish in which you reside, or another mutually agreeable location, telephonically, in the English language. The arbitrator may award any relief that a court of. competent jurisdiction could award and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. At your request, the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce these Terms, any arbitration pursuant to these Terms, or any small claims action shall be entitled to costs and attorneys’ fees.

5 Intellectual Property

5.1 RemotePass Content. The Site or the Services may contain content specifically provided by RemotePass or RemotePass’ partners (“Platform Content”) and such Platform Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Users shall abide by and maintain all copyright notices, information, and restrictions contained in any Platform Content accessed through the Platform Services. Subject to this Agreement, RemotePass grants each User a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Platform Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Platform Content for purposes other than using the Services is expressly prohibited without prior written permission from RemotePass.

5.2 Ownership of RemotePass intellectual property.  The Site interfaces, features and functionality are and will remain the exclusive property of RemotePass and its licensors. The Service and Site is protected by copyright, trademark, and other laws of each jurisdiction in which we make the Services available to Users. You may not use our trademarks and trade “get-up” in connection with any product or service without the prior written consent of RemotePass. You may not, and may not attempt to, directly or indirectly: transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Site or the Service or any Platform Content to any person or entity; remove, obscure, or alter any notice of any of our trade marks, or other “intellectual property” appearing on or contained within the Site or Services or on any platform; modify, copy, tamper with or otherwise create derivative works of any software included in RemotePass; or reverse engineer, disassemble, or decompile RemotePass or the Site or Services or apply any other process or procedure to derive the source code of any software included in the Platform Content or as part of the Site or Services.

5.3 Ownership of Contractor Services. Except as set forth in any Contractor Agreement or statement of work, Contractor agrees to grant all copyrights and all other intellectual property rights to the work delivered to Clients in connection with a Contractor Agreement (“Deliverables”), and the Contractor waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under the applicable law, and if Deliverables do not meet the criteria for “work-for-hire” 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.  For avoidance of doubt, for custom Deliverables (such as artwork, 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..

6 Links to other web sites or services and links to our Site

6.1 You may link to our Site provided you follow certain rules: