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Nutzungsbedingungen

Letzte Aktualisierung: 29/06/2017

The Sortlist Terms of Use

The Sortlist Terms of Use is an agreement between Sortlist SA ("Sortlist", hereinafter referred to as "Sortlist", "We", "Us" or "Our"), and the User.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.BY ACCESSING OR USING THE SITE OR SERVICE, YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF USE, WHETHER OT NOT YOU BECOME A REGISTERED USER OF THE SERVICE. THESE TERMS GOVERNS YOUR ACCESS TO AND USE OF THE SITE. These Terms of Use were last updated on undefined.

Key Terms

Sortlist is an online platform that connects Agencies with Project Owners through a selection process (hereinafter, the "Platform"). Sortlist's services are to set up advanced marketing and commercial prospecting techniques to explore the market and identify Project Owners that are actively looking for Marketing Agencies. Sortlist then verifies the Projects, creates Anonymous Briefs, selects a limited number of Agencies and allows these Agencies to accept the opportunities that are relevant for them and collaborate with the Project Owners on Projects.

Sortlist also offers additional features to Agencies as described at: https://www.sortlist.com/how-it-works/agency.

In these Terms of Use, unless otherwise stated:

"Agencies" means the registered service providers who may apply to posted projects, communicate with Project Owners through the Services;

"Agency Manager": refers to the one human person among the Agency's subsidiaries, affiliates, directors, officers, employees, agents and contractors who is sole entitled to use the Agency Account and to manage the Agency Page;

"Agency Profile" refers to the Agency's Site page that may be consulted by Project Owner when the Agency applied for a Posted Project;

"Anonymous Brief" refers to an anonymous summary based on the information provided by the Project Owners when Posting a Project, that may be transferred by Sortlist to Agencies, in order for them to apply for a Project;

"Onboarding Page" refers to the page as described at https://www.sortlist.com/apply.

"Project" refers to a mission submitted by a Project Owner through the Sortlist's home page (https://www.sortlist.com) after having filled the empty fields on the successive Site's pages.

"Project Owner" refers to the companies that have posted Projects on Sortlist.

"Project Owner Manager" refers to the one human person among the Project Owner's subsidiaries, affiliates, directors, officers, employees, agents and contractors who is sole entitled to use the Project Owner Account.

"Services" refers to the Platform and to any other services or products offered by Sortlist on or through the Site.

"Site" refers to Sortlist's website located at https://www.sortlist.com, all subpages and subdomains, and all content, services, and products available at or through the Site.

"Sortlist", "We", "Our" and "Us" refer collectively to Sortlist and its subsidiaries, affiliates, directors, officers, employees, agents and contractors. Agencies, Project Owners or Users are note part of Sortlist.

"User", "You" or "Your" refer to the person, company or organization that has visited or is using the Site. A User may be an Agency, a Project Owner, or neither.

"User Representative" refers to Agency Manager or Project Owner Manager.

Terms of Use

You acknowledge and agree that, by accessing or using the Services or by downloading or posting any content from or on the Site, You are indicating that You have read, and that You understand and agree to be bound by the terms and conditions of these Terms of Use. These Terms of Use govern your access and use of the Services and constitute a binding legal agreement between you and Sortlist. Please also read carefully our Privacy Policy at (https://www.sortlist.com/privacy).

In addition, certain areas of the Site (and your access to or use of certain Services) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Use and terms and conditions posted for a specific Service, the latter terms and conditions will take precedence with respect to your use of or access to that specific Service.

Failure to use the Services in accordance with these Terms of Use may subject you to civil and criminal penalties.

You understand and agree that Sortlist is not a party to any agreements entered into between Project Owners and Agencies. Sortlist has no control over the conduct of Project Owners, Agencies and other Users of the Services, does not endorse any of its Agencies, does not sanction statements that Agencies make on the platform, does not guarantee results, and disclaims all liability in this regard to the maximum extent permitted by law.

If You choose to create an account on Sortlist, You understand and agree that Your relationship with Sortlist is limited to being a member and an independent, third-party contractor, and not an employee, agent, joint-venturer, partner or any similar relationship, of Sortlist for any reason, and You act exclusively on Your own behalf and for Your own benefit, and not on behalf of or for the benefit of Sortlist.

Modification

Sortlist may, at any time and in its sole discretion, modify the Services and add, modify, or delete features of the Services, without notice to You.

If We modify these Terms of Use, We will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Terms.

Your continued use of the Services after any such modifications to the Services constitutes Your acceptance of these modifications and of the modified Terms of Use.

If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Services.

Eligibility

To be eligible to use the Services, and to create an Account, You must meet the following criteria and represent and warrant by completing the registration process, and/or using the Services that You:

(i) agree to the Terms of Use;

(ii) are a human; Accounts registered by "bots" or other automated methods are not permitted;

(iii) are at least 18 years of age;

(iv) are not currently restricted from the Site or Service, and are not otherwise prohibited from having an Account;

(v) will only maintain one Account at any given time;

(vi) have full power, authority and legal capacity to enter into these Terms of Use and doing so will not violate any other agreement to which You are bound;

(vii) You must provide Your legal full name, a valid email address, and any other information requested in order to complete the signup process;

(viii) will not violate any rights of Sortlist, including IP Rights such as copyright and trademark rights; and

(ix) agree to provide at Your cost all equipment, software and internet access necessary to use the Site or Service.

About the Platform

The Platform only acts as a tool for Project Owners to explore and get in touch with Agencies matching their Project. Sortlist makes available the Platform with related technology for Project Owners and Agencies to meet online and arrange directly with each other to make the Agencies working or not on the posted Projects.

Sortlist cannot and does not control the content contained in any Project or any Agency Profile.

Users will comply with all applicable laws, including without limitation, commercial laws, privacy laws, intellectual property laws, anti-spam laws, export control laws, taw laws and regulatory requirements. Project Owners will use the Services on a professional manner, including without limitation, answering quickly the messages received from the Agencies, maintaining a consistent and high level of courtesy, respect and toward Agencies, Sortlist and any other User. Projects Owners irrevocably understand and agree not to post Project for direct or indirect commercial or employment purposes.

Account Registration and Security

General

In registering for an account on the Site, you agree to:

(i) Provide true, accurate, current, and complete information about yourself, including but not limited to Your valid email address, as prompted by the registration form ("Member Information";

(ii) Maintain and promptly update the Member Information to keep it true, accurate, current and complete.

If You provide any Content that is untrue, inaccurate, not current, or incomplete, or Sortlist has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sortlist has the right to suspend or terminate your account and refuse any and all current or future use of the Services. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Services if you have been previously removed by Sortlist, or if you have been previously banned from the Services.

You are responsible for all activities that occur under your account.

You are entirely responsible for maintaining the confidentiality of the information You hold for Your account, including Your password and Sortlist ID, and for any and all activity that occurs under Your account or Agency Profile until You close down Your account or prove that Your account security was compromised due to no fault of Your own. To close Your account, please email us admin@sortlist.com.

You agree to notify Sortlist immediately of any unauthorized use of Your account or password, or any other breach of security. You may be held liable for losses incurred by Sortlist or any other user of or visitor to the Site due to someone else using Your Sortlist ID, password or Account as a result of Your failing to keep Your account information secure and confidential. You may not use anyone else's Sortlist ID, password or account at any time without the express permission and consent of the holder of that Sortlist ID, password or account. Sortlist cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations. Sortlist may verify Agency Profiles to confirm that such pages meet Sortlist's minimum requirements to be an Agency, as the same may be modified or amended from time to time, and may assign an administrator to such verified Agency Profile.

Project Owner

In order to use Sortlist as a Project Owner, You must register and create a profile. When registering with Sortlist, We may require You to provide us information such as Your name, company name, company's registration number. Sortlist may ask you additional identifying documents.

Sortlist will review the information that You provided to us during the registration process and any other information that is publicly available. Sortlist reserves the right, in our sole discretion, to accept or reject your registration to use the Site or Service.

Each Project Owner must be used by only one human person, and each human person is allowed to use only one Project Owner account

Agency

In order to use the Services as an Agency you must register and create a profile (the "Agency Profile"). When registering We may ask you additional information related to Your company and the types of services you provide. We will review the information that You provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use the Services.

Agencies may have one or more Agency Managers that have all the rights to edit the Agency Profile and to manage (accept/decline/interact) Opportunities on behalf of their Agency.

Any and all information provided by the Agency on the Agency Profile or through the contacts with Project Owners must be true, accurate and complete. Sortlist reserves the right (but has no obligation) to verify such information. At any moment, the Agency can update the Agency Profile information. If the Agency wants to delete his/her/its Agency Profile from Sortlist, he/she/it will request Sortlist (by e-mail at hello@sortlist.com) to do so explaining the reason of the deletion.

How the Platform Works

Project Posting

As a Project Owner you may post Projects (the "Posted Projects"). To post a Project, Project Owners will be asked a variety of questions about the Project to be posted, including but not limited to, the service needed, the location of the Project Owner company, the estimated budget, the Project Owner company's name, contact information such as the Project Owner Manager first name and last name, her/his e-mail address and phone number.

The questionnaire is intended to generate a briefing text that will be sent to the Project Owners in order validate it. The Project Owners give Sortlist the authorization to send an anonymous version of the validated briefing text (the "Anonymous Brief") to relevant Agencies identified by Sortlist. The Project Owners give also Sortlist the authorization to communicate to Agencies that accept the Opportunities (as defined hereinunder) the contact details of the Project Owners, including but not limited to, the name of the Project Owner's company and the first name of the Project Owner Manager.

Posted Projects must be of a professional nature and accurately describe the outlines of the Project, the requested tasks, work or mission. Posted Projects should be free of offensive language or advertisements for other products or Service. Posted Projects may not request any action that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Posted Projects related to the creation of adult or explicit content or those that involve modelling or acting are prohibited. Posted Project that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the Project.

All information provided by the Project Owner in a Posted Project must be true, accurate and complete. Sortlist reserves the right (but has no obligation) to verify any and all information provided on a Project Owner or Project posted. Agencies acknowledge and agree that Sortlist is not responsible for the content of the Anonymous Brief.

Selection Process

Based on the Anonymous Brief, in its sole judgment, Sortlist will handpick a limited number of Agencies (the "Matching Agencies"), in consideration of their relevancy for the Project. These Agencies will receive an invitation to read the Anonymous Brief and will be able to accept (or decline) to collaborate on the Project described in the Anonymous Brief (the "Opportunity").

Acceptation of an Opportunity / Administrative Fee or Commission Fee

In order to apply for an Opportunity and at Sortlist’s sole discretion, an Agency has to:

(i) either pay an Administrative Fee to access the Opportunity;

(ii) or engage to pay a Commission Fee in accordance with Sortlist’s Commission System.

Sortlist’s Commission System is defined as follows:

  • Each time an Agency is selected by a Project Owner in order to work with her/him/it on Posted Project (“Collaboration”), the Agency will pay to Sortlist a percentage (%) commission fee on the net amount of the turnover generated by that Collaboration within the first year from the date of the conclusion of the Collaboration (the “Commission Fee”).
  • The Agency must pay the Commission Fee only if it effectively billed the Project Owner.
  • The net amount to be taken into account for the calculation of the Commission Fee is the difference between (i) all amounts invoiced to the Project Owner and (ii) the amounts (excluding VAT) paid by the Agency to media suppliers in respect with the Collaboration.
  • The Agency shall provide Sortlist with all relevant supporting documents in respect with the Collaboration, including, without limitation, to quotes, agreements, invoices, within 10 days following the date of issue or delivery order.
  • In the event of any breach of Sortlist’s Commission System, the Agency acknowledges and agrees that Sortlist reserves the right, including without limitation, to suspend , cancel and/or refuse the use of the Services and/or any additional terms and conditions, to cancel the account, to claim compensation for costs, damages and interest, to engage in judicial, administrative or other proceedings.

By applying to an Opportunity, the Agency is attesting that he/she/it has the skills and ability to perform the requested work, tasks or mission by the deadline stated in the Project Posting. Sortlist reserves the right (but has no obligation) to verify the skill and ability of the Agency.

When Paying a a Commission Fee or an Administrative Fee, You acknowledge and agree that You only pay for the right to get in touch with the Project Owner, that Sortlist is not responsible if You work or not on the Project, that Sortlist is not responsible for anything that happens after the introduction.

Contact between Project Owners and Matching Agencies

You acknowledge and agree that some information about your agency and its services may be made publicly available via Sortlist's website. Once applying for an Opportunity, the Agencies acknowledge and agree that the Project Owner will have access to their Agency Page. The Matching Agency and the Project Owner can enter in contact with each other. The Matching Agencies should do commercial efforts to enter in contact with the Project Owner, send him a proposal and follow-up until the Project Owner makes his/her/its decision.

Project Owners should do reasonable efforts to enter in contact with the Matching Agencies. For example, when receiving messages or phone calls from the Matching Agencies, the Project Owners have to answer promptly. Project Owners agree to respond promptly to communications and requests for information from the Matching Agencies.

Collaboration on the Projects

After being introduced the Matching Agencies, the Project Owner may select maximum one of the Matching Agencies (the "Selected Agency") in order to work with him/her/it on the Posted Project. The Selected Agency and the Project Owner have both and separately the obligation to inform Sortlist if such a Collaboration starts. The Selected Agency and the Project Owner have both and separately the obligation to send to Sortlist a copy of each invoice billed by the Selected Agency to the Project Owner.

User Responsibilities

Users:

  • comply with all applicable laws, including without limitation, commercial laws, privacy laws, intellectual property laws, anti-spam laws, export control laws, taw laws and regulatory requirements;
  • provide accurate information to Sortlist and keep it update;
  • use their real name on their profile;
  • use the Services in a professional manner
  • apply a consistent and high level of courtesy, respect with Sortlist, other Agencies, Project Owners or Users;
  • use good judgement when posting information, comments or other content regarding Sortlist or Users.

Users will not among others:

  • act dishonestly or unprofessionally;
  • use the Services for any commercial purpose or other purposes that are note expressly permitted by these Terms of Use;
  • add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Sortlist;
  • create of false identity on Sortlist;
  • misrepresent its current or previous positions and qualifications;
  • misrepresent its affiliations with a person or entity, past or present;
  • misrepresent is identity;
  • create an Account for anyone other than yourself (a real person);
  • use or attempt to use another's account;
  • harass, abuse or harm another person;
  • send spam or other unwelcomed communications to others;
  • scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);
  • act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
  • disclose information that You do not have the right to disclose (such as confidential information of others (including your employer))
  • violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;
  • violate the intellectual property or other rights of Sortlist, including, without limitation, using the word "Sortlist" or our logos in any business name, email, or URL;
  • use Sortlist invitations to send messages to people who don't know you or who are unlikely to recognize you as a known contact;
  • post any unsolicited or unauthorized advertising, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation unauthorized by Sortlist;
  • send messages to distribution lists, newsgroup aliases, or group aliases;
  • post anything that contains software viruses, worms, or any other harmful code;
  • manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services;
  • creating or operate a pyramid scheme, fraud or other similar practice;
  • copy or use the information, content or data of others available on the Services (except as expressly authorized);
  • copy or use the information, content or data on Sortlist in connection with a competitive service (as determined by Sortlist)
  • copy, modify or create derivative works of Sortlist, the Site or any related technology (except as expressly authorized by Sortlist);
  • reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Site or any related technology, or any part thereof;
  • imply or state that you are affiliated with or endorsed by Sortlist without our express consent (e.g., representing yourself as an accredited Sortlist trainer);
  • rent, lease, loan, trade, sell/re-sell access to the Site or related any information or data;
  • sell, sponsor, or otherwise monetize any feature of the Sortlist, without Sortlist's consent;
  • remove any copyright, trademark or other proprietary rights notices contained in or on our Site;
  • remove, cover or obscure any advertisement included on the Site;
  • collect, use, copy, or transfer any information obtained from Sortlist without the consent of Sortlist;
  • share or disclose information of others without their express consent;
  • use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" the Site or any related data or information;
  • use bots or other automated methods to access the Site, add or download contacts, send or redirect messages;
  • monitor the Site's availability, performance or functionality for any competitive purpose;
  • engage in "framing," "mirroring," or otherwise simulating the appearance or function of the Site;
  • override any security feature of the Site; and/or
  • interfere with the operation of, or place an unreasonable load on, the Site (e.g., spam, denial of service attack, viruses, gaming algorithms).

While Sortlist prohibits such conduct and content on the Service, You understand and agree that Sortlist cannot be responsible for the content posted on the Service and You nonetheless may be exposed to such materials. You agree to use the Services at Your own risk.

Sortlist may terminate your account for violating one or more of your responsibilities, for violating any applicable laws, rules, regulations, or any other provision in these Terms of Use, or for any lawful purpose or at our discretion, with or without notice. In addition, Sortlist has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, Sortlist may take a range of actions against You for a violation of this Section or these Terms of Use.

Privacy Policy

You agree that Sortlist's Privacy Policy (https://www.sortlist.com/privacy) governs Sortlist's collection and use of your personal information. Sortlist may update its Privacy Policy from time to time.

Content of the Site

The Sortlist Content

For the purposes of these Terms of Use, the term "IP Rights" shall be understood to mean all existing and future intellectual or industrial property rights, whether registered or unregistered, current and future, including, without limitation, any patent rights, model and design rights, topography rights, trade mark rights, trade dress rights, copyrights, neighbouring rights, portrait rights, database rights, trade names and know how, as well as any application for the acquisition of such rights and all other rights aiming for a protection or effect similar to one of the abovementioned rights.

The contents of the Site, such as, including but not limited to, text, graphics, images, logos, user interfaces, visual interfaces, photographs, button icons, software, trademarks, sounds, music, video, artwork and computer code, and other Sortlist content, are protected under both Belgium and applicable foreign IP Rights and other laws. All Sortlist Content is the property of Sortlist or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Sortlist and is protected by Belgium and applicable foreign IP Rights and other laws. Unauthorized use of the Sortlist Content may violate these laws, and is strictly prohibited. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Sortlist Content on any authorized copy You make of the Sortlist Content.

You agree not to take any steps to obtain or maintain, in Your own name or in the name of a third party, any IP Rights held by Sortlist, its commercial partners or any third party contributor to the Sortlist Content. You further undertake not to sell or modify the Sortlist Content or reproduce, display, publicly perform, distribute, or otherwise use the Sortlist Content in any way for any public or commercial purpose, in connection with products or Service that are not those of the Site, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Sortlist or its licensors, that dilutes the strength of Sortlist's or its licensor's property, or that otherwise infringes Sortlist's or its licensor's intellectual property rights. You further agree to in no other way misuse Sortlist Content that appears on this Site. Any code that Sortlist creates to generate or display any Sortlist Content or the pages making up the Site is also protected by Sortlist's copyright and You may not copy or adapt such code.

User Content and Submissions

You own your content, but you allow Sortlist certain rights to it, so that We can display and share the content you post. Sortlist has the right to review or remove content, in its sole discretion.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted, uploaded or displayed by You on or through the Site ("User Content") is the sole responsibility of the person from which such User Content originated. Sortlist claims no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content You submit, post or display on or through Sortlist and You are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Sortlist You grant Sortlist a worldwide, non-exclusive, fully-paid and royalty-free license to use, reproduce, adapt, perform, distribute, display and publish such User Content through Sortlist in connection with Sortlist's business purpose. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, You grant Sortlist a worldwide, non-exclusive, fully-paid and royalty-free license to use, reproduce, adapt, perform, distribute, display and publish such User Content for the purpose of promoting Sortlist Service. Sortlist will discontinue this licensed use within a commercially reasonable period after such User Content is removed from the Site. Sortlist reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.

You also represent and warrant that You have the right to grant, or that the holder of any rights has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. If You post User Content in any public area of the Site, You also permit any user of the Site to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the Site retains any and all rights that may exist in such User Content.

Sortlist has no obligation to screen User Content, communications or information in advance and is not responsible for screening or monitoring User Content posted by any user of the Site. However, Sortlist may review and remove any User Content that, in its sole judgment, violates these Terms of Use, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, users of the Site. Sortlist reserves the right to prevent You from further access to the Site for violating these Terms of Use or applicable laws, rules or regulations. Sortlist may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Sortlist, damage Sortlist's brand or public image, or cause Sortlist to lose (in whole or in part) the Service of its ISPs or other suppliers.

Sortlist does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or endorse any opinions expressed by users of the Site. You acknowledge that any reliance on material posted by other users will be at Your own risk.

It is Your responsibility to keep Your Sortlist profile information accurate and updated.

User-to-User Communications and Sharing (Endorsement, Reviews, Updates Agency Pages, etc.)

Sortlist may offer various functionalities such as endorsements and reviews where You can post Your observations and comments on an Agency Profile. You acknowledge and agree that all endorsements and reviews you give will be the sole and exclusive property of Sortlist and you hereby irrevocably assign to Sortlist and agree to irrevocably assign to Sortlist all of you right, title, and interest in and to all endorsements and reviews.

Sortlist may also enable sharing of information by allowing Users to post updates, including links to news articles and other information such as product recommendations, job opportunities, and other content to their profile and other parts of the Site, such as Agency Profiles.

Sortlist may close or transfer Agency Profiles, or remove content from them if the content violates these Terms of Use or others' IP Rights.

The Site may contain hyperlinks to third party websites. Sortlist is not liable for the contents or accessibility of such websites. Use of or reliance on these websites is at the user's own risk. You may not frame or link to the Site or the Sortlist Content without Sortlist's prior written consent.

Third Party Software and Features; Sortlist Applications

Sortlist may make software from third-party companies available to You. To download such software, You may be required to agree to the respective software licenses and/or warranties of such third-party software. Each software product is subject to the individual company's Terms of Use and conditions, and the agreement will be between You and the respective company. This means that Sortlist does not guarantee that any software You download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. Sortlist does not offer any warranty on any third-party software You download using the Site. Further, the Site may contain features, functionality and information that are provided through or by third-party content, software, websites, and/or system. Your use and access of these features and functionality are subject to the Terms of Use published or otherwise made available by the third-party providers of Third Party Materials. Sortlist has no responsibility for any Third-Party Materials, and You irrevocably waive any claim against Sortlist with respect to such Third-Party Materials.

Sortlist may also offer the Service through applications built using the Platform ("Sortlist Applications"), including but not limited to, smart phone applications, "Share" or any other similar buttons and other interactive plugins distributed on websites across the Internet. Sortlist Applications are distinct from Third-Party Materials, above. If You use a Sortlist application or interact with a website that has deployed a plugin, You agree that information about You and Your use of the Services, including, but not limited to, Your device, Your mobile carrier, Your internet access provider, Your physical location, and/or web pages containing Sortlist plugins that load in Your browser may be communicated to us. You acknowledge that You are responsible for all charges and necessary permissions related to accessing Sortlist through Your mobile access provider. You should therefore check with Your provider to find out if the Service are available and the Terms of Use for these Service for Your specific mobile devices. Finally, by using any downloadable application to enable Your use of the Service, You are explicitly confirming Your acceptance of the terms of the end user license agreement associated with the application provided at download or installation, or as may be updated from time to time.

Advertisements and Other Potential Sources Of Revenue

Some of the Services may now or in the future be supported by advertising revenue, pay-per-click mechanisms, or other funding, and the Site may display advertisements and promotions. These advertisements may be targeted to the content of information stored via the Site, queries made through the Services, or other criteria. The manner, mode and extent of advertising on or through the Services are subject to change without specific notice to You. In consideration for Sortlist granting You access to and use of the Services, You agree that the Sortlist may place such advertising on the Site and/or incorporate such advertisements into the Services.

Disclaimers

The Siste and its content and the Service are provided "as is" and Sortlist makes no representations, conditions, guarantees or warranties of any kind, either express or implied, on aspect including, without limitation, quality, accuracy, completeness, reliability or warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permissible under applicable law. Any reliance placed on the Site and Sortlist Content will be at the Your sole responsibility and risk.

Sortlist does not warrant that access to the Services or the Content of the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the servers that make it available are free of viruses or other harmful components. Sortlist does not warrant or make any representations regarding the use or the results of the use of any Content on the Site in Terms of Use of its correctness, accuracy, reliability, or otherwise. Accordingly, You acknowledge that Your use of the Site is at Your own risk. You (and not Sortlist) assume the entire cost of all necessary servicing, repair, or correction resulting from computer malfunction, viruses or the like.

Sortlist respects copyright law and expects the Users to do the same. Sortlist may terminate any account of Users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Advertising

You acknowledge and agree that Sortlist may use Your company's name, Your logo, any symbol linked to Your company for advertising, marketing, communication purposes, including but not limited to mentioning You and presenting You publicly in your respective quality of Agency or Project Owner, including but not limited to on or through the Site or any third-party site website or any social network such as Facebook, Instagram, Twitter, Linkedin.

Invoicing Terms and Costs

AS STATED ABOVE, PROJECT OWNERS MAY CONTRACT WITH AGENCIES (THE "SELECTED AGENCIES") THROUGH ACCEPTING TO WORK ON PROJECTS. SUCH CONTRACTS ARE SOLELY BETWEEN THE PROJECT OWNER AND THE SELECTED AGENCY. SORTLIST WILL NOT BE A PARTY TO ANY CONTRACTS FOR PROJECTS SUBMITTED THROUGH OUR SERVICES, UNLESS POSTED BY SORTLIST.

Costs relating to the Projects invoiced by the Agencies to the Project Owners

All costs related to the Posted Projects are paid by Project Owners directly to Selected Agencies.

Agencies are not allowed to impact any cost relating to their use of the Services to any third-party, not to make any mention of Sortlist in the invoices sent to any third-party.

Selected Agencies are not allowed to impact the costs of the Administrative Fee or Commission Fee on the invoices sent to the Project Owners, nor to make any mention of Sortlist in the invoices sent to the Project Owners.

Payment by Agencies to Sortlist

As stated above, in order to apply for an Opportunity and at Sortlist's sole discretion, an Agency has to:

(i) either pay an Administrative Fee to access the Opportunity;

(ii) or engage to pay a Commission Fee (https://www.sortlist.com/pricing/agency) in accordance with Sortlist’s Commission System.

The prices, commissions and any other fees invoiced by Sortlist to the Agencies, including but not limited to the Administrative Fee and the Commission Fee, are billed in Euros, always indicated excluding VAT, and payable, as the case may be, including VAT, and follow the fiscal rules in application in Europe. Any new tax that would be imposed to the Agencies between the time of the order and the delivery will be borne by those Agencies.

Payment by the Agencies of the prices, commissions and any other fees may be made through the following payment methods: credit card, bank account, Recurly account (https://recurly.com/legal), PayPal account (https://www.paypal.com/us/webapps/mpp/ua/legalhub-full), Braintree account (https://www.braintreepayments.com/en-be/legal). The list is indicative and Sortlist may modify it at its sole discretion. You acknowledge and agree that the payments may be processed by such payments methods. By using such payments methods, You are indicating that You have read, and that you understand and agree to be bound the respective terms of use applicable to such payments methods. If You do not agree with such payments methods and their applicable terms of use, then please do not sign up for any Service that evolves with a fee.

You acknowledge and agree that You are responsible for all fees, including taxes and processing fees, associated with your Use of the Services. By using the Services, You agree to pay to Sortlist the full amount agreed on in the proposal and/or invoice, and the associated payment processing fee.

Sortlist agrees to provide You with a full invoice of each charge.

Invoices shall be paid within 15 calendar days of receipt thereof by You. Payments due to Sortlist shall, if not paid when due under the Terms of Use or any Additionel Terms bear interests for late payment at a rate of 10% per year plus an indemnity of 15% of the amount due, with a minimum of 250 EUR.

In case of partial payment, such payment will be first set off against any outstanding costs and interests and only then against the principal sum that is due in accordance with Articles 1254 and 1255 of the Belgian Civil Code.

Modifications in Fees, Billing and Payment Methods

Sortlist reserves the right at any time to modify its prices, commissions and any other fees (including to begin charging for Service that it is currently providing free of charge) and billing, invoicing methods and the payment methods available for the Services, either immediately upon posting on the Site or by email delivery to You.

At Sortlist's sole discrection, old prices, commission and any other fees may be grandfathered in unless otherwise stated.

Disclaimers

IF YOU CHOOSE SORTLIST's PAYMENTS METHODS, YOU DO SO AT YOUR SOLE RISK. SORTLISTS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SORTLIST MAKES NO WARRANTY THAT THE PAYMENT METHODS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SORTLIST MAKES NO WARRANTY REGARDING THE QUALITY OF THE PAYMENTS METHODS.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF THE PAYMENT METHODS REMAINS WITH YOU. IF YOU PERMIT OR AUTHORIZE ANOTHER PERSON TO USE YOUR SORTLIST ACCOUNT IN ANY WAY, YOU ARE RESPONSIBLE FOR THE ACTIONS TAKEN BY THAT PERSON. SORTLIST WILL NOT BE LIABLE FOR ANY NCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, FROM THE USE OF OR INABILITY TO USE THE PAYMENT METHODS

Additional Terms

Sortlist's Services have comprise different products, features and offerings, so sometimes additional terms or product requirements may apply to those products, features or offerings. As the case may be, those additional terms become part of these Terms of Use.

Term, Termination, Suspension and other measures

The Terms of Use shall be effective for a 30-day term, at the end of which they will automatically considered as entered into for an unlimited duration until such time when You or Sortlist terminate these Terms of Use as described below.

Sortlist or You may terminate this Agreement at any time with notice to the other. On termination, You lose the right to access or use the Services. You are solely responsible for properly cancelling Your account. You can cancel Your account at any time by sending an email at hello@sortlist.com explaining the reason of the cancellation, the name of Your Agency and Your function in the Agency.

If You cancel the Services before the end of Your current paid up month, Your cancellation will take effect immediately and You will not get a refund for the current paid up month nor be charged again for upcoming months.

Sortlist, in its sole discretion, has the right to suspend or terminate Your account and refuse any and all current or future use of the Services, or any other Sortlist service, for any reason at any time, with or without cause, with or without notice.

Sortlist reserves the right to refuse the access to the Services to anyone for any reason at any time.

You acknowledge and agreed that Sortlist will not have any liability whatsoever to You for any suspension or termination.

Termination of your relationship with Sortlist does not affect your relationship with any Project Owner or Agency you have met through the Site or Service. All legal, contractual and ethical duties, obligations and responsibilities survive termination of the Sortlist relationship.

All provisions of these Terms of Use which by nature should reasonably survive termination will survive termination, including, but not limited to, invoicing terms and costs, ownership provisions, warranty, disclaimers, indemnity and limitations of liability.

Disclaimers of Warranties

IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT SORTLIST DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT..

YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THESE TERMS OF USE, OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF THE SERVICES, OR NEGLIGENCE OR ANY OTHER TORT.

THE SERVICES ARE PROVIDED "AS IS". SORTLIST MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (iv) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SORTLIST OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.

YOU UNDERSTAND THAT SORTLIST DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. SORTLIST MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES.

Limitation of Liability

Through Sortlist's Services Users may be able to post content about any third party. Sortlist is not liable to third parties for any content that has been posted or viewed on Sortlist's Site or Services. For your convenience, the following are some important details of these Terms of Use which affect your rights and remedies:

Our Services include areas where Users may post content about an individual or company. We are not responsible for the posting of this content;

We are not liable for any contracts, contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Project Owners and Agencies;

We are not required to or under any obligation to review, screen, edit, monitor, or remove any content posted on or through the Services although We reserve the absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected;

We take no responsibility and assume no liability for any User content that is posted, stored, uploaded, or transmitted via the Services, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity;

We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Services, whether arising in tort or contract, law or equity;

You agree not to hold any other User of Sortlist liable for any negative or critical comments, except that You are not obligated to release any other user who submits content that violates any terms of these Terms of Use or other policies stated anywhere on our Site;

Sortlist is not liable under any circumstances to any user for any User content submitted, posted or transmitted by any other User, even if that content violates these Terms of Use or other policies stated anywhere on our Site, and Sortlist takes no action to remove that content or terminate that User's account;

Your ability to use or interact with the Services is a privilege, not a right, and We reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of these Terms of Use or any applicable law at our sole discretion.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTACT YOU HAVE WITH OTHER USERS OF SORTLIST WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER SORTLIST NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SORTLIST HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

UNDER NO CIRCUMSTANCES WILL SORTLIST'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOUR USE OF THE SERVICES, EXCEED THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID OR OWE VIA THE SITE OR SERVICE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT, and (ii) EUR 100,00.

Indemnification

You agree to release, defend, indemnify, and hold harmless Sortlist, its directors, employees, agents and representatives and that of its subsidiaries, affiliates or third party Content providers from any and all liabilities, damages, losses, expenses, demands, claims, suits or fees, costs and expenses (including reasonable lawyer's fees) in any way arising out of or pertaining to Your conduct, use of the Services and the Sortlist Content, breach of these Terms of Use or any other agreement entered into by and between You and Sortlist, of any covenants, warranties or representations contained therein or of any applicable law or regulation when accessing or using the Services and the Sortlist Content.

In the event that You use the Site or Service the Sortlist Content, or any portion thereof, in any manner not authorized by Sortlist or if You otherwise infringe any IP Rights or any other rights relating to other users, You agree to indemnify and hold Sortlist, its subsidiaries, affiliates, licensors and representatives, harmless against any losses, expenses, costs or damages, including reasonable attorneys' fees, incurred by them as a result of unauthorized use of the Site or Service or the Sortlist Content and/or Your breach or alleged breach of these Terms of Use.

Entire Agreement

Except as they may be supplemented by additional Sortlist policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms of Use constitute the entire and exclusive agreement between Sortlist and You regarding the Site or Service. These Terms of Use supersede and replace any and all prior oral or written agreement between Sortlist and You regarding the Services.

Assignment

You may not assign or delegate any rights or obligations under these Terms of Use by operation of law or otherwise, without Sortlist's prior written consent. We may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially, without notice to You. We may also substitute, by way of unilateral novation, effective upon notice to You, Sortlist for any third party that assumes our rights and obligations under these Terms of Use.

Notices

As Sortlist requires that you provide an e-mail address, you are responsible for providing Sortlist with your most current e-mail address.

Any notices or other communications permitted or required hereunder, including but not limited to, those regarding modifications to these Terms of Use, will be in writing and given by Sortlist via e-mail. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

In the event that the last e-mail address you provided to Sortlist is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Sortlist's dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

You may give notice to Sortlist:

(i) via e-mail at the following address: admin@sortlist.com;

(ii) via letter delivered by nationally recognized overnight delvery service or first postage prepaid mail At the following address: Sortlist SA, ADRESSE. Such notice will be deemed given when effectively received by Sortlist.

Electronic Communications

The communications between You and Sortlist use electronic means, whether You visit the Site, or the Services or send Sortlist e-mails, or whether Sortlist posts notices through the Site or Services, or communicates with you via e-mail.

For contractual purposes, you (i) consent to receive communications from Sortlist in an electronic form; and (ii) agree that all terms, conditions, agreements, notices, disclosures, and any other communication that Sortlist provide to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

Controlling law and Jurisdiction

These Terms of Use, the access to or Your Use of this Site or Service, and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, Belgian law.

The Courts of Walloon Brabant, Belgium are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Terms of Use, the access to or Your Use of this Site or Service, and any non-contractual obligations arising out of or in connection with them and accordingly any legal action or proceedings arising out of or in connection with the Terms of Use, the access to or Your Use of the Site or Service and any non-contractual obligations arising out of or in connection with them may be brought in such courts.

Failure to exercise - No waiver

The failure by each party to enforce at any time any of the provisions of these Terms of Use or to require at any performance by another party of any such provision, shall not constitute a waiver of such provisions, and shall not in any way affect the validity of these Terms of Use or any part thereof, or the right of either party thereafter to enforce any provision of these Terms of Use.

Severability and Headings

In the event that a provision of these Terms of Use is found to be unlawful, conflicting with another provision of these Terms of Use, or otherwise unenforceable, the Terms of Use will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of these Terms of Use are deemed to conflict with each other's operation, Sortlist shall have the sole right to elect which provision remains in force. Headings in these Terms of Use are for reference purposes only and will not be used in its construction and/or interpretation.

Contacting Sortlist

Sortlist SA

Avenue Zénobe Gramme 29

1300 Wavre (Belgium)

Registered with the Belgian Crossroads Bank for Entreprises under business identification number 0537.665.555

Registered with the Belgian Value Added Tax Administration under number 537-665-555.

hello@sortlist.com