GRAPHEX USER AGREEMENT
PLEASE READ THE FOLLOWING TERMS OF SERVICE/ USER
AGREEMENT AND POLICIES CAREFULLY. BY ACCESSING OR
USING OUR WEBSITE: GRAPHEX TECHNOLOGY, OR OUR
SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS,
AND CONDITIONSAND ALL TERMS INCORPORATED HEREIN BY
REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER
CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS
AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. THESE
INCLUDE VARIOUS LIMITATIONS, EXCLUSIONS AND BINDING
ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.IF YOU
DO NOT EXPRESSLY AGREE TO ALL TERMS AND CONDITIONS
PLEASE DO NOT PROCEED WITH THE USE OF OUR WEBSITE AND
This User Agreement is a contract between(you or user) Graphex Technology (“Graphex Technology,”“we,” or“us”)users who are browsers, vendors, customers, merchants, and/or contributors of content and our affiliates, Graphex Technology and to the extent expressly stated. By visiting our Site, and or purchasing something from us, you engage in our "Service" and agree to be bound by the following terms and conditions; including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
This Agreement includes and hereby incorporates by reference the follo-wing import antagreements,as they may be in effect and are subject to modification periodically, as we reserve the right to update, change or
replace any part of these Terms by posting updates and/or changes to our Site.
These agreements are collectively with this Agreement calledthe “Terms of Service”. Subject to the conditions set forth herein, Graphex Technology may in its sole discretion amend this Agreement and the otherterms of Serviceat any timeby postinga revised versionon the Site.
If a Substantial changeincludes an increase toFees charged by Graphex, Graphexwill provide minimaland up to72hours of advance notice of the change but may NOT provideany advance notice forc hanges resulting in a reduction in Fees or any temporary or promotional Fee change.Any re-visions to the Terms of Service will take effect on the noted effective date.
1.Graphex User Accounts & Profile
- 1.a Conduct
- 1.b Registration and Approval of User Account
- 1.c AccountEligibility
- 1.d AccountTypes
- 1.e AccountPermissions
- 1.f Identity and Location Verification
- 1.g Usernames and Passwords
GRAPHEX USER ACCOUNTS& PROFILE
We reserve the right but not the obligation to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:
- 1. Restrict, suspend, or terminate your access to all or any part of our Site.
- 2. Change, suspend or discontinue all or any part of our products or Site.
- 3. Refuse, move, or remove any content that is available on all or any part of our Site.
- 4. Deactivate or delete your accounts.
- 5. Establish general practices and limits concerning use of our Site.
You agree that we will not be liable to you or any third party for taking any of these actions. You understand and agree that our Site may include communications such as service announcements and administrative or legal notices from us. Please note that you cannot opt out of receiving these notices.
1.b REGISTRATION AND APPROVAL OF USER ACCOUNT
By registering for an account to use the Site or Available SiteServices (an “Account”), by using Graphex Websiteand the GraphexServicesafter the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site;you agree to abide by this Agreement and the other Terms of Service. To access and use certain portions of the Graphex Websiteand the GraphexServices, you must register for an Account.
When you create an account, you will provide a unique username and emailaddress, we will also ask you to create a password because any activities that occur under your username or password are your responsibility;it is important for you to keep your username and/or password secure.You may not assign or otherwise transfer your account to any other person or entity,You acknowledge that is not responsible for third party access to your account that results from theft ormis-appropriation of your account;Notify us immediately if you believe that someone has used your username, email, or password without your authorization.
Furthermore, the registrant Userhereby acknowledges, understands and agrees to:
a)furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, andmain-tain,and promptly update your registration, yourprofile information,and all other forms you access on the Site or provide to us tomaintain its truth-fulness, accuracy, and completeness always.
b)You agree not to provide any false or misleading informationaboutyouridentity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomesfalseor misleading.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, GRAPHEX TECHNOLOGY will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of GRAPHEX TECHNOLOGY Services, or any portion thereof.
As a user of our website, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you
5are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed tocontent including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by.
Furthermore, you hereinagree not to make use of GRAPHEX TECHNOLOGY 's Services for the purpose of:
a) uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which ishateful.and/or racially, ethnically, or otherwise objectionable.
b) causing harm to minors in any manner whatsoever.
c) impersonating any individual or entity, including, but not limited to, any officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity.
d) forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with.
e) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party.
f) uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship.
g) uploading, posting, emailing, transmitting, or otherwise offeringany unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose.
h) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment.
i) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real time interactions.
j) interfering with or disrupting any GRAPHEX TECHNOLOGY Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers.
k) intentionally or unintentionally violating any local, state, federal, national orinternational law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, theNew York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law.
l) providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance withSection 219 of the Immigration Nationality Act.
m) "stalking" or with the intent to otherwise harass another individual; and/orcollecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
GRAPHEX TECHNOLOGY herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the Terms,or which would otherwise be considered offensive to other visitors, and or users.
GRAPHEX TECHNOLOGY herein reserves the right to access, preserve and/or disclose useraccount information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
a) compliance with any legal process
b) enforcement of the Terms
c) responding to any claim that therein contained content is in violation of the rights of any third partyd) responding to requests for customer service,orprotecting the rights, propertyor the personal safety of GRAPHEX TECHNOLOGY, its visitors, and usersincluding the general public.
GRAPHEX TECHNOLOGY herein reserves the right to include the use of security components that may permit digital information,or material to be protected, and that such use of information and/or material is subject to usage guidelines, and regulations established by GRAPHEXTECHNOLOGY or any other content providers supplying content services to GRAPHEX TECHNOLOGY.
You are hereby prohibited from making any attempt to overrideorcircumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.
1.c ACCOUNT ELIGIBILITY
To register for an Account or use the Site and Site Services, you mustand hereby represent that you:
1)are a customer, freelancer, international students, and oranaffiliateauthorized 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);
2) will use the Site and Site Services for business purposes only;
3) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelancer Services.
4) You 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.
1.d ACCOUNT TYPES
There are different Account types,once you register for one Account type,you cannot add another Account types under the same username and password; if you have a Business Account,you can create a designated Account for each of your team members within your Business Account.Youcan have a Business and a Freelancer Account, please be advised if you have more than one Account,they cannot be merged into one.
1.e ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf,for your use,or for your benefit except that anauthorized employee or agent may create an Account on behalf of your business.
1.f IDENTITY AND LOCATION VERIFICATION
When you sign up for an account on Graphex from time to time thereafter, your account will be subject to verification including but not limited to validation againstthird-partydatabases; or the verify-cation of one ormoreofficial government or legal documents that confirm your identity, your location,and your ability to act on behalf of your business on Graphex.
You authorize Graphex ,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 Graphex with complete in formation about your self and your business,which includes but is not limited to providing official government, or legald ocuments .During verification ,some account features may be temporarily limited; when verification is successfully completed,account features will be restored.
1.g USERNAMES AND PASSWORDS
By granting other Users permissions under your Account,including as a Team Member or Agency Member, you represent and warrant that :
a)the User isa uthorized to act on your behalf; and you are fully responsible and liable for the User’s act sandomissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service.
b)You authorize Graphex to assume that any person using the Site with your username and password,either is YOU or isa uthorized to act on YOUR behalf.
c)You further agree not to use the account or login with the username and password of another User of the Site if you are not permitted to use both or the use would violate the Terms of Service.
d) If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services.Upon closure of an account, Graphex may close any or all related Accounts.
Graphex Technology’s mission is to create economic opportunities byallowing access to our platformaiming to forever change lives, careers, and businesses by promotingfreedom, flexibility, growth, and satisfaction with no compromise to quality of services; At Graphex Technology we aspire to make the world a better place.These opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, disability status, veteran status, marital status, or other similarly protected characteristics. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct, such conduct is not permitted on Graphexby any user of our community. Graphexdoes not require Users to violate local laws or take actions that may subject them to legal liability; Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention by using our contact info listed on our website.
You are entering into this Agreement with Graphex Technology (also referred to as “we”and “us”).Whetheryou reside in the United States,or outside the United States,you are entering into this Agreement withGraphex Technology..
2. Fees Charged to Freelancers
Pursuant to the User Agreement, we charge Freelancers a Service Fee foreach payment their Client makes to theFreelancer on a Service Contract. Depending on certain features of the Service Contract, the Service Fees will becharged either as "tiered" or "straight" pricing, as discussed in further detail in this Section 2. Where applicable, Graphex Technologymay also collect taxes (such as value added tax (VAT) in Europe) on Service Fees.
Additionally, the use of various Payment Methods offered through the Site, and the Site Services may incur added fees orcharges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we mayupdate from time to time at our sole discretion. You hereby authorize us to charge to you and to collect from you(consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service) any fees, charges, or taxesdescribed in this Section.
2.1 Tiered Pricing
We will charge you a Service Fee based on the total Freelancer Fees collected by you from your Client (less any refundsor reversals) for the duration of your relationship with your Client (the “Engagement Relationship”). Unless different pricingdescribed in Section 2.2, 2.3, or 2.4 applies, the Service Fee rates decrease as the total Freelancer Fees you havecollected from your Client for the Engagement Relationship meet certain thresholds as follows (“Tiered Pricing”).
2.2 TOTAL FREELANCER FEES COLLECTED FROM CLIENTS & GRAPHEX SERVICE FEES
(per Engagement Relationship)
$101 to $500.00 Graphex Service Fees are 20%
$500.01 to $10,000.00Graphex Service Fees are 10%
$10,000.01 and upGraphex Service Fees are 5%
Below are some examples of Tiered Pricing.
Example 1. Fixed-Price Contract; Repeat Service Contracts
If a Freelancer and a Client who have never entereda Service Contract
together before agreeingto a $600 Fixed-PriceContract, the Service Fee will be calculated as follows:
GRAPHEX SERVICE FEESTO FREELANCERS
$0 to $100 Graphex Service Fees is10%=$10 ($100 x 10%)
$101to $500 Graphex Service Fees is20%=$100 ($500 x 20%)
Example: If Total Freelancer Feesamount to $600 (Total Engagement Relationship Fees: $600)
Graphex Total ServiceFees will equal to $110
Note:The Service Fee will appear as a single amount in your Account,rather than separate amounts as shown in the example above.
Examples in this Agreement are provided for illustrative purposes only and are not binding. Because of rounding, the Service Fees charged may differ slightly.If the same Freelancer and Client agree to another $600 Fixed-Price Contract, the Service Fee will be calculated as follows:
2.3 FREELANCER FEES&GRAPHEX SERVICE FEE RATESE
Example: If Freelancer’s service Fees are $600 Graphex will collect 10% as itsService Fees which equal to $60 ($600 x 10%)
Total Freelancer Fees: $600
(If Total Engagement Relationship Fees: $1,200)Graphex Service Fees remains at 10% which=$120
If the same Freelancer and Client enter into additionalFixed-Price Contracts for different Service Contracts, the Freelancer Fees for each Service Contract will count toward the total Freelancer Fees collected for purposes ofdetermining the Tiered Pricing that applies to the Service Fees. If the Freelancer collects $10,000 in Freelancer Fees from the Client, then the Service Fee on any additional Freelancer Fees for the Engagement Relationship with the Client will be 5% of the Freelancer Fees. For example, if the Freelancer has collected a total of $15,000 inFreelancer Fees during the Engagement Relationship and the Freelancer and Client entera new Fixed-Price Contract for $1,000, the Service Fee would be determined as follows:
2.3 FREELANCER FEES&GRAPHEX SERVICE FEE RATES
Example: If Freelancer’s service Fees are $600 Graphex will collect 10% as itsService Fees which equal to $60 ($600 x 10%)
Total Freelancer Fees: $600
(If Total Engagement Relationship Fees: $1,200)Graphex Service Fees remains at 10% which= $120
If the same Freelancer and Client enter into additional Fixed-Price Contracts for different Service Contracts, the Freelancer Fees for each Service Contract will count toward the total Freelancer Fees collected for purposes ofdetermining the Tiered Pricing that applies to the Service Fees.
If the Freelancer collects $10,000 in Freelancer Fees from the Client, then the Service Fee on any additional Freelancer Fees for the Engagement Relationship with the Client will be 5% of the Freelancer Fees. For example, if the Freelancer has collected a total of $15,000 inFreelancer Fees during the Engagement Relationship and the Freelancer and Client entera new Fixed-Price Contract for $1,000, the Service Fee would be determined as follows:
2.4 FREELANCER FEES & GRAPHEX SERVICE FEE RATES
For a Freelancer Fee of $1,000 Graphex Service Fees is10% =$100 ($1,000 x 5%)
If the Client is seeking additional Service from the Freelancer, in example below added engagement amount to $15,000 + $1000 from previous order for a Total Engagement Relationship Fees of $16,000)
Graphex Total Service Feeswill be $800.