Terms of Service

Overview

These terms and conditions ("Terms," "Agreement") are an agreement between Octaloop, Inc. ("Octaloop, Inc.", “Binamite”, "us", "we" or "our"), registered in Delaware, US with file number 5859018 on the 21st day of April in 2021, and located at Suite 206, North Broad Street, Middletown, New Castle (19709), and you ("User", "you" or "your"). This Agreement sets forth the general terms and conditions of your use of the binamite.com website and any of its products or services (collectively, "Website" or "Services").

Binamite enables businesses to seamlessly manage payments and relationships with both international and local independent contractors. Users can register to the Platform as either a “Contractor” or “Client”, and depending on the designation of the account, different Services may be available. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.

Accounts and Membership

You must be at least 18 years of age to use this Website. By using this Website and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

User Content

We do not own any data, information or material ("Content") that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor and review Content on the Website submitted or created using our Services by you. Unless specifically permitted by you, your use of the Website does not grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose. But you grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

Billing and Payments

You shall pay all fees or charges to your account in accordance with the fees, charges, pricing, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

Client and Contractor Management

Contractors use Binamite to connect with their clients, communicate contract terms, store payment and bank account preferences, and unify payment flows through a single platform.

Clients use Binamite to seamlessly onboard Contractors to their accounts payable systems, guide them on compliance in regards to tax and labor regulations, execute agreements and produce statements of work, and simplify the process of making payments to Contractors.

Data Accuracy

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.

Backups

We perform regular backups of the Website and Content and will do our best to ensure completeness and accuracy of these backups. In the event of the hardware failure or data loss we will restore backups automatically to minimize the impact and downtime.

Payments

If you are a Client, certain Services are subject to the payment of the fees to Binamite detailed on the Binamite Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are set forth on our Pricing Page. You hereby agree to make payment to Binamite of such fees detailed on the Platform in accordance with your applicable Payment Plan. If you are using our Platform in connection with Consultant Services provided by Binamite Partners, your use of the Platform is not subject to the payment of any fees to Binamite. Please note additional fees may apply pursuant to the applicable.

The payment plan will be charged at the moment you issue a payment to a Contractor or an employer or record on the platform as an additional amount. A separate invoice will be generated and will be located in the billing section. If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:

Foreign Transaction Fees

You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges.

Declined Payments

If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Client remains responsible for any amounts not remitted to Binamite and Binamite may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement.

In the case where you have auto payments activated on Binamite, we will automatically charge you your payment plan on top of the payments Client will be issuing.

Binamite may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending Binamite notice of termination to [email protected]. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.

Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

Binamite may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time ("Free Trial").To participate in a Free Trial, you must select a Payment Plan and provide a valid payment method, however, we will not charge your payment method unless you continue using the Services after the Free Trial is over. If you or Binamite cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, Content, and all other data associated with your Account during your Free Trial. To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending Binamite notice of termination at least 5 days prior to the end of your next billing cycle. At any time and without notice, Binamite reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.

Your payment obligations under your Payment Plan for each billing cycle may not be canceled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Binamite are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.

Payment Methods

Except for Binamite’s role as a limited payment agent for Contractors as set forth in Section 10.4, Binamite does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Binamite partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Binamite is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. Binamite also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. Binamite does not charge Contractors any fees for payments processed through the Platform regardless of payment method., however, Binamite is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.

By using any payment method and providing payment information to Binamite or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.

All payment services, including withdrawal services will be provided by Binamite’s Payment Service Provider.

Payment Service Providers

If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Binamite.

External Links

Although this Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.

Prohibited uses

Users shall not use Binamite to make payments to themselves by creating additional accounts on the platform. Users agree that in doing so, Binamite shall not be held liable, and their accounts are subject to being terminated for violating our Terms of Service.

In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Prohibited User Activities List:

Pornography, prostitution, escorting or other adult or obscene services or activities;
Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances;
Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals;
Marijuana dispensaries;
Any product or service that infringes upon the copyright, trademark or trade secrets of any third party;
Age-restricted products or services;
Bail bond services;
Bidding fee auction services;
Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments;
Esoteric services;
Weapons and munitions;
Terroristic or other illegal organizations;
Multi-level marketing, pyramid schemes, any other deceptive marketing services;
Undefined or poorly described products or services;
Spyware, malware, virus, back-door, drop dead device or other program installation services;
Unfair, predatory or deceptive products and services;
Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity;
Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or
Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.

Warranty Disclaimer

You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Octaloop, Inc., its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for (a): any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Octaloop, Inc. has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Octaloop, Inc. and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to Octaloop, Inc. for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Resolution of Disputes

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of California, United States without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United States. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in California, United States, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Changes and Amendments

We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will post a notification on the main page of our Website. Continued use of the Website after any such changes shall constitute your consent to such changes.

Acceptance of Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.

Contact Us

For inquiries or requests, please contact us at [email protected].