Last Updated Date: December 23, 2022

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF HUDDLE WORKS (AS DEFINED BELOW) CONTAINING A LINK TO THESE TERMS OF USE, USING OUR BUILDER SERVICE MARKETPLACE, AS WELL AS OUR RELATED SERVICES, NETWORKS, AND RESOURCES AVAILABLE (COLLECTIVELY, THE “PLATFORM”), OR CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS ON THE PLATFORM, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). THESE TERMS OF USE GOVERN USE OF THE PLATFORM BY USERS LOCATED ANYWHERE IN THE WORLD AND TO ALL BUILDERS PERFORMING SERVICES FOR CUSTOMERS GOVERN BY THESE TERMS OF USE APPLY. IF THE INDIVIDUAL ENTERING INTO THESE TERMS OF USE OR OTHERWISE ACCESSING OR USING THE PLATFORM IS DOING SO ON BEHALF OF, OR WITHIN HIS, HER, OR THEIR CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT: (a) THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, SUCH INDIVIDUAL; AND (b) YOU REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO OF USE HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE PLATFORM.

IF YOU, AS A CUSTOMER, OPT INTO A PLATFORM SUBSCRIPTION (AS DEFINED BELOW), THEN AFTER THE INITIAL PLATFORM SUBSCRIPTION PERIOD (THE “INITIAL SUBSCRIPTION TERM) YOUR PLATFORM SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM AT HUDDLE WORKS’S THEN-CURRENT FEE FOR SUCH PLATFORM SUBSCRIPTION UNLESS YOU OPT NOT TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.5 BELOW.

PLEASE BE AWARE THAT SECTION 20 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND HUDDLE WORKS. AMONG OTHER THINGS, SECTION 20 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 20 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 20 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Your use of, and participation in, certain portions of or services offered on the Platform may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use that particular service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” You acknowledge and agree that this Agreement is a legally binding agreement between you and Huddle Works.

PLEASE NOTE THAT THE TERMS OF USE ARE SUBJECT TO CHANGE BY HUDDLE WORKS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Huddle Works will make a new copy of the Terms of Use available on the Platform and any new Supplemental Terms will be made available from within, or through, the affected portion of the Platform. We will also update the “Last Updated” date at the top of the Terms of Use. If we make any material changes, and you have registered with us to create an Account (as defined in Section 3.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Terms of Use will be effective immediately for new users of the Platform. Any changes to these Terms of Use will be effective for continuing users upon the earlier of: (a) thirty (30) days after posting notice of such changes on the Platform for existing users; (b) thirty (30) days after dispatch of an e-mail notice of such changes to you; or (c) you providing consent to the updated Terms of Use in a specified manner, as applicable. Unless otherwise stated, your continued use of the Platform constitutes your acceptance of such change(s). If you do not agree to any change(s) after receiving a notice of such change(s), you may not be permitted to continue using the Platform. PLEASE REGULARLY CHECK THE PLATFORM TO VIEW THE THEN-CURRENT TERMS OF USE.

  1. THE PLATFORM.
    1. Description. The Platform includes a marketplace that allows Customers to connect and contract with Builders or teams of Builders to perform Projects for Customer as a contractor of Customer.
    2. Definitions. For purposes of these Terms of Use:
      1. Builder” means a user that performs, intends to perform, or seeks to perform Projects whether as a self-employed individual or through a legal entity;
      2. Builder Services” means the services to be performed for Customer by the Builder under a Builder Service Contract;
      3. Builder Service Contract” means the agreement entered into by Builder and Customer, which includes the Builder Service Description and Default Builder Service Contract Terms as may be amended, superseded, or supplemented between the applicable Builder and Customer (except as expressly prohibited hereunder) and documented on the Platform;
      4. Builder Service Contract Renewal Term” means a renewal period for the Builder Service Contract of the same duration as the Project Duration unless otherwise agreed between the applicable Builder and Customer;
      5. Builder Service Description” means the description of the Builder Services containing the specific details of a Project to be performed and the terms, including any Builder Service Fees, Project Hours, Project Duration, schedules for performance, and/or milestones;
      6. Builder Service Fees” means the fees payable by Customer to Builder for Builder Services as identified in a Builder Service Description;
      7. Community Fees” means fees owed to or collected by Huddle Works for use of the Platform by Builder;
      8. Customer” means the entity or individual user who solicit Builders for the performance of Projects;
      9. Huddle Works”, “we”, “us”, or “our” means Huddle Works INC;
      10. Matching Services” means the services provided by Huddle Works whereby a Builder and Customer are matched by Huddle Works for a Project ;
      11. Personnel” means any personnel of the Builder and includes any substitute and/or sub-contractor utilized in the performance of Builder Services;
      12. Platform Fees” means fees owed to or collected by Huddle Works for use of the Platform by Customer;
      13. Project” means a project, portion(s) of a project, assignment, or services that Builder is solicited to perform on the Platform;
      14. Project Hours” or “Build Hours” means the maximum number of hours or days of Builder Services to be performed within a Project Duration as agreed upon in the Builder Service Contract between Builder and Customer;
      15. Project Listing” means a listing submitted by Customer to the Platform setting forth the Project for which Customer would like to solicit Builders using the Matching Services or the Platform; and
      16. Project Duration” means the duration of the Project as set forth in the Builder Service Description.
  2. USE OF THE PLATFORM.
    1. Access to the Platform. Subject to your compliance with this Agreement, Huddle Works grants you the non-exclusive, limited right to access and use the Platform for your internal business purposes.
    2. Updates. You understand that the Platform is evolving. As a result, Huddle Works may update, add, improve, or remove any or all parts of the Platform and require you to accept updates to the Platform. You acknowledge and agree that Huddle Works may update the Platform with or without notifying you. You may need to update third-party software from time to time in order to use the Platform.
    3. Certain Restrictions. You agree that you will not: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of thereof; (b) frame or utilize framing techniques to enclose any trademark, logo, or other portion of the Platform (including images, text, page layout or form); (c) use any metatags or other “hidden text” using Huddle Works’ name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the Platform in order to build a similar or competitive website, application, or service; (g) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Platform; and (h) remove or destroy any copyright notices or other proprietary markings contained on or in the Platform. Any future release, update, or other addition to the Platform shall be subject to this Agreement. Huddle Works, its suppliers and service providers reserve all rights not granted in this Agreement. The rights granted to you hereunder are subject to your compliance with this Section 2.3. Any unauthorized use of the Platform terminates the licenses and rights granted to you by Huddle Works pursuant to this Agreement.
    4. USER CONDUCT. While accessing or using the Platform you agree that you will not, under any circumstances:
      1. breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
      2. interfere with or damage the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
      3. take any action that may undermine our feedback or ratings systems;
      4. transfer your Account or username to another party without our consent;
      5. interfere with the working of the Platform, the proper functioning of the Platform, or use the Platform in any way not expressly permitted by this Agreement, or impose an unreasonable or disproportionately large load on our infrastructure;
      6. Make Available (as defined below) any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
      7. use the Platform to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
      8. impersonate any person or entity, including any employee or representative of Huddle Works;
      9. take any action or Make Available any Content on or through the Platform that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or
      10. Make Available any Content (as defined below) that: (i) is unlawful, fraudulent tortious, defamatory, vulgar, obscene, offensive, profane, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability (e.g., invasion of privacy); (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent, abusive, or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities.
  3. REGISTRATION.
    1. Registering Your Account. In order to access certain features of the Platform, you may be required to register an account on the Platform (“Account”).
    2. Access through a SNS. If you access the Platform through a social networking service (“SNS”), such as LinkedIn, as part of the functionality of the Platform, you may link your Account with the SNS account through which you connect to the Platform (each such account, a “Third-Party Account”), by allowing Huddle Works to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Huddle Works and/or grant Huddle Works access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Huddle Works to pay any fees or making Huddle Works subject to any usage limitations imposed by such third-party service providers. By granting Huddle Works access to any Third-Party Accounts, you understand that Huddle Works may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Platform (“Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Platform via your Account. Unless otherwise specified in this Agreement, all SNS Content shall be considered to be Your Content (as defined in Section 8.1) for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Huddle Works’ access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND HUDDLE WORKS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Huddle Works makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Huddle Works is not responsible for any SNS Content.
    3. Registration Data. In registering for an Account on the Platform, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You may not share your Account or password with anyone, and you agree to notify Huddle Works immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Huddle Works has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Huddle Works has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or any false information, or on behalf of someone other than yourself. Huddle Works may require you to participate in any additional registration checks as it deems necessary in its sole discretion. Huddle Works reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Platform if you have been previously removed by Huddle Works, or if you have been previously banned from any of the Platform.
    4. Electronic Communications. By providing your cellphone number and using the Platform, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Platform. Huddle Works will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by updating your preferences at https://app.huddle.works/notifications.
  4. BUILDER SERVICE CONTRACTS
    1. Formation of Builder Service Contracts. By entering into a Builder Service Contract, you agree to be bound by the terms and conditions of the applicable Builder Service Contract. You agree that the formation of a Builder Service Contract will not, under any circumstance, create an employment relationship between you and the other user. In the event that a Project requires performance of services by a team of Builders, there will be a separate Builder Service Contract between Customer and each of the Builders for the applicable Builder Services to be performed by that Builder. No Builder is a party to any Builder Service Contract between any other Builder and a Customer. When Builders and Customers are negotiating a Builder Service Description, no party is bound to any terms and conditions until the execution of a Builder Service Contract. Such negotiations may be cancelled by either party at any time. Although Huddle Works may seek to verify a user’s identity, references, and credentials, Huddle Works cannot confirm and does not guarantee that each user is who they claim to be. Huddle Works does not assume any responsibility for the accuracy or reliability of any information provided through the Platform. You represent and warrant that you will not, and will not attempt to, supersede any terms of this Agreement or limit, reduce, or restrict Huddle Works’ rights or your obligations under this Agreement via any Builder Service Contract.
    2. Builder Service Contract Renewals. Builder and Customer may agree that a Builder Service Contract will renew: (a) at the end of the initial Project Duration or any Builder Service Contract Renewal Term for an additional Builder Service Contract Renewal Term; or (b) on a recurring basis after each Builder Service Contract Renewal Term. Upon agreement to renew a Builder Service Contract, either on a one-time or recurring basis, Customer and/or Builder must provide notice to Huddle Works in the manner specified by Huddle Works before the termination of the then-current term informing Huddle Works: (i) of Builder and Customer’s agreement that the Builder Service Contract will renew and on what basis; and (ii) any additional Project Hours, Builder Services, or Builder Services Fees for that Builder Service Contract Renewal Term. In the event that Builder and Customer have agreed that a Builder Services Contract will automatically renew for recurring Builder Service Contract Renewal Terms, Customer and/or Builder must provide notice to Huddle Works, in the manner specified by Huddle Works, if the Builder Service Contract will no longer automatically renew, otherwise Huddle Works may continue to bill Customer for recurring fees.
    3. Huddle Works is not a Party to Builder Service Contracts. Builder Service Contracts are solely between the Builder and the Customer. We are not a party to any Builder Service Contract. You acknowledge and agree that, notwithstanding the performance of any Matching Services, you, and not Huddle Works, will be responsible for performing your obligations under any Builder Service Contract you enter into, and that, with the exception of its payment collection obligations below, Huddle Works disclaims all liability arising from or related to any Builder Service Contracts. You understand and agree that, notwithstanding any performance of Matching Services, Huddle Works does not: (i) hire Builders or have any responsibility related to hiring Builders, perform Builder Services, or have any responsibility for performing Builder Services; (ii) take part in the interaction between users of the Platform; (iii) have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by users, performance of Builder Services, calculation of Builder Service Fees, authorization to release Builder Service Fees, or of the integrity, responsibility, or any actions of any users.
  5. TERMS APPLICABLE TO CUSTOMERS. This Section applies solely to the extent that you access and use the Platform as a Customer.
    1. Project Listings and Matching Services. As a Customer, you may be able to submit Project Listings seeking to engage one or more Builders, or for which Matching Services are to be provided to identify one or more Builders, for the performance of Project(s). You represent that, to the best of your ability, the information you provide in the Project Listing is true and accurate. Your choice of Builder is subject to any obligations and/or restrictions set forth on the Platform. In performing any Matching Services, Huddle Works endeavors to find the ideal Builders for your Projects as described in the Project Listing; however, we do not make any promises or guarantees of any of the Builders, their availability, or their performance of the Builder Services in connection with the performance of Matching Services. In the event you hire Builder as an employee or as a contractor independent of the Platform, either on a part-time or full-time basis, including if you renew a Builder Services Contract without notifying Huddle Works, or otherwise breach Section 9.2, you agree that you will pay and Huddle Works may charge you a fee (the “Non-Circumvention Fee”) computed as follows: (a) for a Builder hired on a part-time basis or as an independent contractor, the lesser of (i) twenty thousand dollars ($20,000.00) or (ii) three times (3x) the Builder’s monthly salary or rate respectively; or (b) for a Builder hired on a full-time basis, fifteen percent (15%) of the Builder’s total annual fixed cash compensation at the time of hire.
    2. Customer’s Use of the Platform. You agree that:
      1. you are responsible for the accuracy and content of your Project postings;
      2. you will pay all fees and expenses payable under Builder Service Contracts via the Platform at the rates agreed to by the parties to the applicable Builder Service Contract;
      3. you will comply with the Builder Service Contract and this Agreement during the engagement, performance and completion of Builder Services;
      4. you will ensure the safety of the Builder and its Personnel in connection with Builder Services performed at your premises and that you have adequate insurance in place for any third-party injury or death occurring at your premises; and
      5. you will refrain from interacting with a Builder and any Personnel on any basis other than as an independent professional contractor, and will not seek to or otherwise integrate the Builder or any Personnel into your own workforce by its actions, or seek to or otherwise supervise, manage and/or control any Builder or any Personnel.
    3. Payment for Builder Services. Builder Service Fees will be paid in accordance with our Builder Payment Terms (https://huddleworks.notion.site/Builder-Payment-Terms-11fe9e70d7864404992a2aec5f312dab). You agree to pay all Builder Service Fees under a Builder Service Contract. All monetary Builder Service Fees set forth in the Builder Service Contract are due and payable to the respective Builder upon the start date of the Project Duration or Renewal Term. Customer and Builder may agree that Customer will pay the Builder Service Fees in equity of Customer’s company. Any payment in equity, must be made pursuant to a separate agreement between Builder and Customer that contemplates and provides for such transfer of equity. Huddle Works is not and will not be a party in the transfer of equity between Customer and Builder. You acknowledge and agree that Builder may pay for their Community Fees with the equity they receive from you as payment for Builder Services if agreed upon between Huddle Works and Builder, and you consent to such transaction. Monetary payments to Builders are processed by Huddle Works on behalf of the Builder via the Platform.
    4. Disputes. Huddle Works is not a party to any disputes that a Customer and Builder may have around the Builder Service Contract, including but not limited to the Builder Service Fees or any dissatisfaction with the Builder Services. Huddle Works may, but has no obligation to assist in resolving any disputes between Customer and Builder. The Customer and Builder shall use all reasonable endeavors to resolve any dispute raised by the Customer.
    5. Platform Fees Payable by Customer. Unless otherwise agreed between you and Huddle Works, in consideration of your use of the Platform, you will be required to pay the Platform Fees in the amounts or based on the metrics set forth at http://huddle.works/pricing which may be modified on a going forward basis without affect to any Builder Service Contract then in effect. Unless otherwise agreed by us in writing, such Platform Fees are due and payable at the same time as the Builder Service Fees on which the Platform Fees are calculated. Additionally, you agree to pay any amounts that would have otherwise been payable by you to Huddle Works in connection with a Builder Service Contract: (a) had you provided true and accurate information prior to entering into the Builder Service Contract; or (b) if a change in the applicable information after payment of the Platform Fees would have resulted in a greater amount of Platform Fees had such information been true and accurate at the time that the Platform Fees were paid. You represent and warrant that any information provided by you, based upon which any Platform Fees are calculated is true, complete, and accurate, and will be kept true complete and accurate at all times.
      1. Platform Subscription. You may be able to subscribe to certain features, functionality, or benefits of the Platform on a time limited basis (a “Platform Subscription”). Platform Subscriptions will continue indefinitely until terminated in accordance with this Agreement. After the Initial Subscription Term, and again after any subsequent Platform Subscription period, your Platform Subscription will automatically commence on the first day following the end of such period (“Renewal Commencement Date”) and continue for an additional equivalent period, at Huddle Work’s then-current price for such Platform Subscription. You agree that your Platform Subscription will be subject to this automatic renewal feature unless you cancel your Platform Subscription as set forth below in subsection 5.5(b). By opting into a Platform Subscription, you authorize Huddle Works to charge you now via your Payment Method (as defined in Section 7), and again at the beginning of any subsequent Platform Subscription period. Upon renewal of your Platform Subscription, if Huddle Works does not receive payment from you, (i) you agree to pay all amounts due on your Account upon demand and/or (ii) you agree that Huddle Works may either terminate or suspend your Platform Subscription and continue to attempt to charge your Payment Method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Platform Subscription commitment period will begin as of the day payment was received).
      2. Cancelling Your Platform Subscription*.* THE PLATFORM SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH PLATFORM SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR PLATFORM SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH HEREIN. You may cancel your Platform Subscription prior to the Renewal Commencement Date by contacting Huddle Works at [email protected]. If you cancel your Platform Subscription, any cancellation of a Platform Subscription will be effective at the end of the then-current Platform Subscription term. You are not entitled to any prorated refund of any portion of the Platform Subscription fee paid for the then-current Platform Subscription period.
    6. Payment Terms. You hereby authorize Huddle Works or its third party payment service provider to charge your Payment Method for any Builder Service Fees or Platform Fees upon such Builder Service Fees or Platform Fees becoming due and payable. You understand and accept as a Customer that you will make all payments via your bank account or credit card (i.e., your Payment Method, as defined in Section 7 below); provided that Huddle Works reserves the right to change the accepted payment methods at any time. If Huddle Works is notified that the Builder Service Contract will renew, either on a one-time basis or recurring basis, Huddle Works will charge you for the Builder Service Fees and Platform Fees applicable each subsequent Builder Service Contract Renewal Term, which will be due and payable upon the start of the Builder Service Contract Renewal Term. Customer is responsible for any and all Builder Service Fees and Platform Fees applicable to each Builder Service Contract Renewal Term.
  6. TERMS APPLICABLE TO BUILDERS. This Section applies solely to the extent you access and use the Platform as a Builder.
    1. To Become a Builder. In order to be a Builder, you may have to be approved by Huddle Works. Any such approval can be refused or revoked at any time by Huddle Works in its sole discretion. During the approval process, Huddle Works may require you to provide a referral contact for purposes of verifying the information that you provide. By providing such information, you give us permission, and you represent and warrant that you have the right to give us permission to contact your referral contact for purposes of verifying the information you have provided and determining to invite you as a Builder of Huddle Works.
    2. Freedom to Operate. You acknowledge and agree that:
  7. you decide when to log into the Platform and whether to accept Projects;
  8. you may use features in the Platform to show interest in a Project; however, Customers may not see such interest and Huddle Works is not obligated to match you with the Project;
  9. you are responsible for determining and negotiating with each Customer the price and terms for any Builder Services;
  10. you are permitted to maintain your independent business and other Customers without using the Platform;
  11. you are not restricted from using competitive services or technology platforms;
  12. you assume complete responsibility for all Builder Services you perform or commit to perform, including, but not limited to, possessing the requisite skills, credentials and training to perform Builder Services that you accept hereunder, and for compliance with all laws, regulations, and professional ethical guidelines and standards pertaining to Builder Services;