TERMS OF USE (ASSOCIATES)
Providers of Accounting and Financial Services (defined below) are hereinafter referred to as “Associates.” These “Terms of Use (Associates)” shall govern Associates’ use of Built’s website and platform (collectively, “Built’s Platform”) and your engagement with Built.

All Associates must read, acknowledge and accept all of the terms and conditions contained in these Terms of Use (Associate) in order to use Built’s Platform. Built reserves the right to amend these Terms of Use (Associate) at any time by posting a revised version on Built’s Platform. Any revisions to the Terms of Use (Associate) will take effect on the noted effective date or when posted if there is no noted effective date. Associate’s continued use of Built’s Platform after any revised version of these Terms of Use (Associate) is posted constitutes Associate’s acceptance of and agreement to be bound by the Terms of Use (Associate), as revised.

BUILT’S PLATFORM

Built’s Platform provides an online marketplace for persons and organizations (“Clients”) seeking certain accounting, financial and other ancillary services (“Accounting and Financial Services”) to find Associate to perform outsourced financial services. Built’s Platform is a venue for Associate to offer to provide Accounting and Financial Services to clients as an independent contractor. Clients contact Built and describe their finance and accounting needs. Clients projects are then posted to Built’s Platform, and Clients use the features, functions, and content on Built’s Platform to identify, review, contact, and otherwise take steps to engage Associate. Built is able to assist Clients in identifying, reviewing, contacting, and taking steps to allow Clients to engage Associate. If Clients and Associate agree on terms for Accounting and Financial Services, Client and Associate must then enter into a separate service contract to engage one another in performance of the Accounting and Financial Services.

ELIGIBILITY

To register for a Built Account (defined below), Associate must be, and hereby represent and warrant that he, she or it is: (a) either, a legal entity, or an individual eighteen (18) years or older who can form legally binding contracts, (b) not a resident of a geographic area embargoed by The Republic of Ghana, (c) not subject to Ghana economic sanctions and any regulatory bodies’ sanction, and (d) not a foreign person or entity blocked or denied by the Ghana government, (e) Associate will provide true, accurate, and complete information pursuant to these Terms of Use (Associate) and shall continually update Built, as necessary, to maintain its truthfulness, accuracy, and completeness of information previously provided, (f) Associate will not provide any information about its location, business, skills, or the services it provides, that is or becomes false or misleading, (g) Associate is not using Built’s Platform or engaging Clients for fraudulent purposes, or to engage in any offensive, indecent or objectionable conduct, and (h) complies with all State, and local licensing and registration requirements with respect to Associate’s business which are necessary to provide the Accounting and Financial Services to Clients.

CREATION OF A BUILT ACCOUNT

Associate must register and create an account on Built’s Platform (“Built Account”). When registering for a Built Account, Associate will be required to complete an electronic profile (“Associate’s Profile”). Associate represents and warrants that Built is authorized to use Associate’s Profile to market Associate’s business, skills, and abilities to Clients for the purpose of introducing Associate to Clients so that the parties are able to enter into independent contractor relationships with one another for the performance of Accounting and Financial Services. Associate agrees to provide true, accurate, and complete information on such Associate’s Profile and all registration and other forms Associate accesses on Built’s Platform or otherwise provides to Built. Built Accounts will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm Associate’s identity. Associate authorizes Built, directly or through third parties, to make any inquiries necessary to validate Associate’s identity and confirm other information. When requested, Associate must provide Built with information requested relevant to the establishment and maintenance of a Built Account.

Associate shall continually update his, her or its Built Account and Built Profile to maintain the truthfulness, accuracy, and completeness of such information. Associate agrees to correct any information about Associate’s location, Associate’s business, Associate’s skills, or the services Associate’s business provides, that is or becomes false or misleading. Associate represents and warrants that Associate has a valid license to all content and information uploaded, posted, published and/or displayed on Built’s Platform by Associate and grants Built and its affiliates a non-exclusive, royalty free, fully paid, transferrable sub-licensable, perpetual, and irrevocable license to copy, modify display, perform, distribute, create derivative works of and other use Associate content on Built’s Platform in connection with operation of Built’s Platform and promotion of Accounting and Financial Services.

Built reserves the right, in its sole discretion, to refuse, suspend, or revoke Associate’s Built Account and/or access to Built’s Platform upon discovery that any information Associate provided on any form or posted on Built’s Platform is not true, inaccurate, or otherwise incomplete, or such information or other conduct otherwise violates these Terms of Use (Associate), or for any other reason or no reason in Built’s sole discretion.

USERNAME AND PASSWORD

Associate will be asked to choose a username and password when registering for a Built Account. Associate is entirely responsible for safeguarding and maintaining the confidentiality of such username and password. Associate authorizes Built to assume that any person accessing Built’s Platform by utilizing Associate’s username and password either is Associate or are authorized to act for Associate. Associate agrees to notify Built immediately if Associate suspects or become aware of any unauthorized use of Associate’s Built Account.

TIME LOGS AND PAYMENT OF FEES

If Associate is engaged by a Client, Associate agrees to, on a monthly basis, prepare a time log report describing the particular Accounting and Financial Services performed and the number of hours worked in performance of the Accounting and Financial Services (“Associate Time Log”). Associate shall send to Built or upload the Associate Time Log to Built’s Platform by 5:00PM on the last business day of each month during which Associate performed Accounting and Financial Services . Associate represents and warrants that all hours reported on an Associate Time Log shall be true, accurate, and complete in all respects.

In exchange for providing the Accounting and Financial Services, Associate shall be entitled to the fees agreed to in writing with Built (“Associate Fees”). Associate and Built may mutually agree (either orally or in writing) to modify the Associate Fees and any change to Associate Fees is hereby incorporated into and made part of these Terms of Use (Associate). Built will disburse Associate Fees payable to Associate by the fifteenth (15th) and the thirtieth (30) day of the month following receipt of the Associate Time Log . Associate agrees that it will not receive interest or other earnings on the funds held by Built prior to disbursement of Associate Fees to Associate.

Notwithstanding the foregoing, Built may withhold the disbursement of Associate Fees if: (a) Built requires additional information, such as Associate’s tax information, government-issued identification, address, or date of birth, (b) Built has reason to believe the Associate Fees may be subject to dispute or chargeback, (c) Built suspects fraud, (d) Built believes that there are reasonable grounds for insecurity with respect to the performance of obligations or adherence with the terms and conditions of these Terms of Use (Associate), (e) Built deems it necessary in connection with any investigation, or (f) required by applicable law. In cases of fraud, abuse, or violation of these Terms of Use (Associate), Built reserves the right to revoke any payments and hold and/or reclaim from Associate all Associate Fees due to Associate, unless prohibited by applicable law.

TAX REPORTING

Built will have no responsibility for determining the necessity for determining, remitting, or withholding any taxes applicable to the Associate Fees. As required by the Ghana Revenue Authority (GRA), Built will provide Associate with invoices reporting the fees paid by Built to Associate for the calendar year so that Associate may properly report amounts received for tax purposes. Associate agrees to provide Built with a proof of Taxpayer Identification Number upon Built’s request. Associate shall be solely responsible for remitting to the appropriate authorities any taxes or similar charges applicable to the Associate Fees. In the event that Built is subjected to an audit by government taxing authorities, or otherwise, Associate agrees to promptly cooperate with Built and provide copies of Associate’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Associate is engaging in an independent contractor as represented to Built.

INDEPENDENT CONTRACTOR RELATIONSHIP

The relationship created by these Terms of Use (Associate) between Built and Associate is that of independent contractor relationship. Associate acknowledges and agrees that Built is not a party to the direct Accounting and Financial Services dealings between any Client and Associate. Built’s Platform provides a venue where Clients and Associate can identify and connect with one another and determine the suitability of a relationship to perform Accounting and Financial Services. Built does not, in any way, supervise, direct, or control Associate or Associate’s work. Built does not set Associate’s work hours, work schedules, or location of work. Built will not provide Associate with training or any equipment, labor, or materials needed for any particular engagement. Built may provide the premises at which Associate will perform the work . Built makes no representations about, and does not guarantee the quality, safety, or legality of, the Accounting and Financial Services, the truth or accuracy of Associate’s qualifications, background, the ability of Associate to deliver the Accounting and Financial Services, the ability of Clients to pay for the Accounting and Financial Services, or that a Client and Associate can or will actually complete a transaction. Built has not and will not audit or review Client financial information, and accordingly, Built does not express or imply an opinion or provide any assurance about whether Client financial information is accurate or prepared in accordance with Generally Accepted Accounting Standards (GAAP) as well as International Financial Reporting Standards (IFRS). Clients are responsible for Client financial information and maintaining appropriate internal controls relevant to the preparation and presentation of financial information. Associate agrees that Built has the right to take such actions, including, without limitation, suspension, termination, or legal actions, as Built, in its sole discretion, deems necessary to enforce Built’s rights as a third-party beneficiary under any separate contract between Associate and a Client.

These Terms of Use (Associate) shall not render Associate an employee of, partner of, agent of, or joint venturer with Built for any purpose. Associate is and will remain at all times an independent contractor in its relationship with Built. As an independent contractor, the mode, manner, method and means used by Associate in the performance of Accounting and Financial Services shall be of Associate’s selection and under the control and discretion of Associate. Any persons employed by or subcontracting with Associate to perform all, or any part of, the Accounting and Financial Services shall be under the control or direction of Associate. Associate shall not make any express or implied agreements, guaranties or representations, or incur any debt in the name of or on behalf of Built or any Client nor shall Built or any Client be obligated by or have any liability for any agreements or representations made by Associate that are not expressly authorized by Built or any Client.

Associate acknowledges that neither Built or any Client shall pay or be obligated to Associate for any other forms of wages, bonuses or fringe benefits, specifically including, but not limited to, health insurance, life insurance, dental insurance, sick pay, disability benefits or paid vacation; Associate acknowledges and understands this, and specifically waives any right to participate in same. As an independent contractor, Associate is not entitled to participate in any retirement plan that Built or any Client may sponsor from time to time for the benefit of its employees; Associate acknowledges and understands this, and specifically waives any right to participate in same. If Associate were to sustain any injury during the course of his providing Accounting and Financial Services, Associate shall not be entitled to make any claim for worker’s compensation benefits; Associate acknowledges and understands this, and specifically waives any right to make any such claim or receive any such benefits. Upon the termination of these Terms of Use (Associate), Associate shall not be entitled to file a claim for any type of unemployment benefits or otherwise, claim that Built or any Client was the last employer of record; Associate acknowledges and understands this, and specifically waives any right to make any such claim or receive any such benefits. As an independent contractor, Associate shall not be entitled to bring any claim for age or other discrimination, or other claim whose prosecution is provided to employees; Associate acknowledges and understands this, and specifically waives any right to same. Associate Fees shall be a gross payment with no deduction for any type of payroll taxes, income taxes, or any other withholding . Associate assumes all responsibility and obligation for the direct payment to the proper governmental entity of Associate’s income tax, payroll taxes, self-employment taxes, and any other type of tax now in effect or enacted at any time during the term of these Terms of Use (Associate). If Built or any Client shall at any time be required to pay to any government body or agency, included but not limited to the GRA, Social Security and National Insurance Trust (SSNIT), for any taxes or other contributions due on Associate’s compensation earned hereunder, Associate agrees to indemnify and reimburse Built or any Client, as applicable, for any such taxes, interest, penalties costs, fees, and expenses, incurred by Built or any Client. If Built incurs any such liability, Built shall have the right of offset the amount it is so required to pay against future Associate Fees due to Associate hereunder and Associate specifically agrees and consent to same.

INSURANCE

At all times while Associate is engaged in providing Accounting and Financial Services, Associate must maintain insurance to insure against its liability for actual or alleged wrongful acts committed in Associate’s capacity as an independent contractor in such amounts as customary within the accounting and professional services industry. Associate must maintain written evidence of such insurance coverage and provide it to Built upon request.

TRAVEL TO CLIENT LOCATION

Clients may request that Associate travel to/from and/or otherwise perform work from a Client location. In the event that Associate travels to/from and/or otherwise works from a Client location, Built shall not have any liability or responsibility related to Associate’s travel or liability associated therewith. Any liability associated with Associate’s travel to/from and/or work from at a Client location will be the direct responsibility of Associate and Client and Built shall not have any liability associated therewith whatsoever.

ASSOCIATE FEEDBACK

Associate permits Built to elicit feedback from Clients concerning Associate’s activities as it relates to Accounting and Financial Services provided, or otherwise related thereto. Associate acknowledges and agrees that Built may make feedback results available to other users of Built’s Platform. Built elicits and provides this feedback so that its Clients can share their opinions concerning Associate’s work performance. Built is not responsible to monitor or censor Client opinions. Built does not investigate any feedback received for accuracy or reliability, but may do so if Associate requests that Built do so. Clients may be held legally responsible for damages suffered by Associate or third parties as a result of a Client’s remarks if such remarks are legally actionable or defamatory. Built is not legally responsible for any feedback or comments posted or made available on Built’s Platform, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Associate from abuse, Built reserves the right (but is under no obligation) to remove posted feedback or information that, in Built’s sole judgment, violates these Terms of Use (Associate), or negatively affects Built’s marketplace/ or business. Associate agrees to notify Built of any error or inaccurate statement in Associate’s feedback results.

EXCLUSIVITY / NON SOLICITATION

Subject to the Option to Hire Associate described below, at any time while Associate is using Built’s Platform and for twelve (12) months thereafter (“Exclusivity Period”), Associate will not, directly or indirectly, encourage or solicit to be hired, or otherwise engage for performance of services (excluding the Accounting and Financial Services hereunder) of any Client that Associate became aware of as a result of using Built’s Platform in any way except through the utilization of Built’s Platform. During the Exclusivity Period, Associate will use Built’s Platform as its exclusive method to bid on Accounting and Financial Services for Clients and receive all payments associated therewith. Associate also agrees that it will not seek to perform any services directly to subsidiaries, parent companies, partnerships, holdings or investors related to any Client without processing such request through Built’s Platform intake processes. Associate also agrees that it will not induce any Client to recruit, refer or hire any other Associate or third parties nor will Associate cooperate with any efforts of any Client to do the same.

NON-CIRCUMVENTION / OPTION TO HIRE ASSOCIATE

Associate is not permitted to provide proposals to, provide Accounting and Financial Services to, or receive payments for Accounting and Financial Services, or otherwise, without utilizing Built as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Built’s role as payment processor within the Built Platform. Associate shall notify Built immediately if a Client suggests remitting payments without utilizing Built as an intermediary. If Associate is or becomes aware of a breach or potential breach of Built’s non-circumvention policy, Associate shall immediately report it to Built at: [email protected] .

Notwithstanding the foregoing, nothing in this Agreement is intended to constrain the employment of Associate by a Client provided the terms of such employment are in accordance with these Terms of Service (Associate) as set forth herein and at all times subject to (a) Built’s receipt of prior written notice from a Client or Associate, (b) the right to a reasonable wind-down period of at least thirty (30) days as determined by Built in its sole discretion (based upon Associate’s commitments to Built related to Built’s business, including but not limited to commitments to other clients of Built), and (c) Client directly engaging or hiring Associate according to the Option to Hire process specified in the Client Services Agreement.

LICENSE AND OWNERSHIP OF BUILT’S PLATFORM

The look and feel of Built’s Platform, proprietary content and software code and other intellectual property associated therewith are owned by Built and subject to and protected under intellectual property laws. Associate acknowledges that Built owns all rights, title, and interest in and to Built’s Platform (including all improvements, updates, modifications or enhancements, whether made, created or developed by Built) and Associate agrees not to take any actions inconsistent with such ownership interests.

Subject to Associate’s compliance with these Terms of Use (Associate), Built hereby grants Associate a personal non-exclusive, non-transferrable, revocable, limited license (without the right to sublicense) to access and use Built’s Platform for business purposes only, subject to the terms and conditions herein. Built reserves any and all rights not expressly granted to Associate pursuant to these Terms of Use (Associate). The limited rights granted to Associate to utilize Built’s Platform constitute a limited license and is not a sale of any software program or other intellectual property.

Associate agrees to not, directly or indirectly, (a) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit Built in any unauthorized manner, (b) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify Built’s Platform or any part thereof in any form or manner or by any means; (c) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included on Built’s Platform, (d) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of Built’s Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), (e) circumvent any functionality that controls access to or otherwise protects Built’s Platform, or permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a material breach of these Terms of Use (Associate). If Associate breaches these restrictions, such Associate may be subject to prosecution and damages. The proprietary content, information and other materials provided by Built to Associate are protected under intellectual property laws. Associate acknowledges and agrees that Built (or its licensors) own all right, title and interest in and to information posted on Built’s Platform or otherwise provided by Built to Associate (including all intellectual property rights therein or related thereto) and Associate agrees not to take any action inconsistent with such ownership interests.

CONFIDENTIALITY AND NON-DISCLOSURE

To the extent Associate obtains Confidential Information (defined below), Associate shall protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information. Associate shall: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Accounting and Financial Services, and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Accounting and Financial Services. Associate shall not disclose, or to attempt to use, or personally benefit from (financially or otherwise) any Confidential Information that is disclosed to or known by Associate through activities by virtue of the relationship created hereunder until such time as the Confidential Information has become publicly available through no action of Associate, except to the extent expressly permitted by Built in writing, unless Associate is compelled by order of a court or other governmental or legal body to divulge such Confidential Information, in which case Associate shall (a) promptly notify Built (unless prohibited from doing so by the express terms of a government subpoena or court order), and (b) cooperate fully with Built in protecting such information to the extent possible under applicable law. If and when Confidential Information is no longer needed for the performance of the Accounting and Financial Services or at Built’s written request, Associate will promptly destroy or return the Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control pursuant to Built’s direction. Associate shall provide written certification to Built of compliance with this subsection within ten (10) days after the receipt of Built’s written request for such certification. For purposes of the foregoing, the term “Confidential Information” means any information provided to Associate by Built or a Client, or created pursuant to these Terms of Use (Associate), regardless of whether intangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Associate, (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information, (c) was already known by Associate prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality, or (d) was independently developed by Associate without use of another person’s Confidential Information.

WARRANTY DISCLAIMER

ASSOCIATE AGREES NOT TO RELY ON BUILT’S PLATFORM, ANY INFORMATION FROM BUILT OR ON BUILT’S PLATFORM, OR THE CONTINUATION OF BUILT’S PLATFORM OR WEBSITE. BUILT’S PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BUILT MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO BUILT’S PLATFORM, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS OF USE (ASSOCIATE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUILT DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO ASSOCIATE.

LIMITATION OF LIABILITY / RELEASE

Built is not liable, and Associate agrees not to hold Built responsible, for any damages or losses arising out of or in connection with these Terms of Use (Associate), including, but not limited to (a) Associate’s reliance on the quality, accuracy, or reliability of job postings, Client profiles, ratings, recommendations, and feedback (including content, order, and display), or metrics found on, used on, or made available through Built, (b) Associate’s need to modify practices, content, or behavior, (c) Associate’s loss of, or inability to do, business, as a result of these Terms of Use (Associate), AND (D) ASSOCIATE’S LIABILITIES ASSOCIATED IN WORKING DIRECTLY WITH CLIENTS (INCLUDING ALL TRAVEL EXPENSES OR LIABILITIES ASSOCIATED THEREWITH). ADDITIONALLY, IN NO EVENT WILL BUILT, BUILT’S AFFILIATES, BUILT’S LICENSORS, OR BUILT’S THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF BUILT, BUILT’S AFFILIATES, BUILT’S LICENSORS, AND BUILT’S THIRD-PARTY SERVICE PROVIDERS TO ANY ASSOCIATE FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE (ASSOCIATE) WILL NOT EXCEED THE LESSER OF: (A) GH₵5,000, OR (B) ANY FEE RETAINED BY BUILT WITH RESPECT TO THESE TERMS OF USE (ASSOCIATE) ON WHICH ASSOCIATE WAS INVOLVED DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE (ASSOCIATE) OR OTHER CONTRACTS ENTERED INTO HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED PURSUANT TO THESE TERMS OF USE (ASSOCIATE) FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO ASSOCIATE. Associate hereby releases Built, Built’s affiliates, and Built’s respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute Associate may have with a Client, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Accounting and Financial Services provided by Associate to Clients and requests for refunds based upon disputes.

INDEMNIFICATION

Associate agrees to indemnify, defend, and hold harmless Built, Built’s affiliates, and Built’s respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by a Client, or any third party, against an Indemnified Party relating to: (a) use of the Built Platform, (b) these Terms of Use (Associate), (c) any contract entered into by Associate or Associate’s agents with a Client, including, but not limited to, the classification of Associate as an employee, the classification of Built as an employer or joint employer of Associate, including any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation, and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits, (d) failure to comply with applicable law by Associate or Associate’s agents, (e) negligence, willful misconduct, or fraud by Associate or Associate’s agents, and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by Associate or Associate’s agents.

TERMINATION
In the event that Associate’s relationship with Built terminates, Associate will continue to be bound by these Terms of Use (Associate). Associate will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination which are owed to Built. Termination of these Terms of Use (Associate) for any reason will not release Associate from any obligations incurred prior to termination of these Terms of Use (Associate) or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Use (Associate) necessary to implement the foregoing survive termination of these Terms of Use (Associate) for any reason.

Without limiting Built’s other rights or remedies, Built may temporarily suspend, indefinitely suspend, or permanently revoke Associate’s ability to provide Accounting and Financial Services if (a) Associate breaches the letter or spirit of any terms and conditions of these Terms of Use (Associate) or other parts of the Terms of Use (Associate); (b) Built suspects or becomes aware that Associate have provided false or misleading information, or (c) Built believes, in its sole discretion, that Associate’s actions may cause legal liability for Client, Built, or Built’s affiliates.

DISPUTE PROCESS

Associate acknowledges and agrees that Built is not a party to the dealings between Clients and Associate, but does benefit as a third-party from the covenants and agreements Clients and Associate make between one another. To help resolve conflicts between Clients and Associate, Built offers assistance in resolving disputes between the parties. Dispute mediation through Built is informal and does not result in binding legal judgments. In the event either party refuses to comply with Built’s dispute resolution recommendation, both parties are free to pursue any and all legal actions and remedies available. To notify Built of a dispute, Associate should contact Built at [email protected] ., and include (a) Associate’s name, (b) a brief description of the dispute, and (c) Associate’s preferred contact information. Built will evaluate the claim and attempt to informally resolve the claim.

If a dispute arises between Associate and Built, Built’s goal is to resolve the dispute quickly and cost-effectively. In the event of such a dispute, Associate agrees to first contact Built and make a good faith sustained effort to resolve the dispute before resorting to required binding arbitration. In the event that a dispute or claim remains unresolved after the informal dispute resolution, disputes or claims between Built and Associate will be resolved by binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms as a court would. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will take place at the Ghana Arbitratin Centre. To begin an arbitration proceeding, Associate shall send Built a notice of dispute, in writing, setting forth Associate’s name, contact information (address and telephone number), facts of the dispute, and relief requested. Associate must send Associate’s notice of legal dispute to Built at: [email protected] Built will send any notice of dispute to Associate at the contact information Built has on file for Associate. The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions. Arbitration fees assessed against an initiator of arbitration proceeding will be limited to the filing fee set forth in the Alternative Dispute Resolution Act. To the fullest extent permitted by applicable law, Associate and Built each agree that any proceeding to resolve a dispute will be conducted only in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action. If for any reason a dispute proceeds in court rather than in arbitration, Associate and Built each waive any right to a jury trial. Associate and Built expressly waive any ability to maintain any class action lawsuit in any forum. If the dispute is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any class action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of the aforementioned waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In no event will any disputes, or any other action or proceeding by any Associate (including arbitration hereunder be instituted more than one (1) year after the cause of action arose. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, Associate and Built each agree to the exclusive jurisdiction of courts in Ghana. Associate and Built each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.

PRIVACY

The Built Privacy Policy governs Built’s collection and use of information related to Built’s Platform. Associate consents to the collection and use of information as described in the Built Privacy Policy.

GENERAL

These Terms of Use (Associate) shall be binding upon Associate and inure to the benefit of the Built and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of the Built are sold or transferred. Associate shall not be entitled to assign any of Associate’s rights or obligations hereunder. If any provision of these Terms of Use (Associate) is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. The headings and other captions in these Terms of Use (Associate) are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Terms of Use (Associate). The language used in these Terms of Use (Associate) will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person. These Terms of Use (Associate) and the performance hereof shall be construed and governed in accordance with the laws of Ghana, without regard to conflict of laws principles. Built and Associate agrees to submit to the non-exclusive jurisdiction of the courts in and of the Republic of Ghana, and consent that service of process with respect to any action or proceeding relating to these Terms of Use (Associate) may be made by registered mail to it at its address set forth herein.