User Agreement


1.1 Purpose of the Mohican Platform
The Mohican Platform of enables Users to buy and sell Services online. Employers post jobs and invite Freelancers to apply. Freelancers post profiles and bid on jobs. If an Employer accepts a Freelancer's bid for a job, an Independent Contractor Agreement is formed directly between such Employer and Freelancer subject to the terms specified in Section 3 (Independent Contractor Agreement Terms between Employer and Freelancer). Mohican collects payment from the Employer on behalf of the Freelancer.

1.2 Eligibility
The Mohican Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding Independent contractor agreements under applicable law.

Freelancers can register on Mohican only if they 1) have a service to offer for a price, 2) reside legally in the U.S.; 3) owe a minimum of $5,000 in student debt at the time of registration or $2,000 in the case of community colleges; 4) studied at a U.S. school, college or university; 5) agree to pay a mandatory 25% minimum of the net income received from employers posting jobs on Mohican, and authorizes Mohican to pay said minimum 25% net income directly to the freelancer’s student debt creditor. You must also inform us what percentage of your net income you want us to pay out to each of your creditors when there is more than one; if you do not inform us in writing, we will divide the net amount into the number of creditors and pay them each the resulting equal amount.

You may choose to pay your creditors any percentage between 25% and 100% of your net income. You will begin by stating on your Microsite the percentage you are prepared to apply (25% mandatory minimum), which you can change anytime while there is no activity in your account. However, once an employer awards you a contract to perform work, you are not allowed to change this percentage, except upwards. 

The minimum $5,000 owed ($2,000 in the case of community colleges) may be the total amount owed to various creditors.

Freelancer must also provide us with the following information: 1) Student debt amount currently owed; 2) Name and contact data of the creditor(s) currently holding your loan in its books; 3) The college/university you studied at (origin of your student loan). You may choose not to have this information disclosed on your Microsite.

Freelancer agrees that freelancer resides in the U.S. and is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes, including without limitation Cuba, Iran, North Korea, Sudan and Syria; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

Employers may reside overseas, as long as they submit to all the general conditions ruling employers residing in the U.S. Furthermore, employer agrees that employer is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes, including without limitation Cuba, Iran, North Korea, Sudan and Syria; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

2.1 Mohican Fees
Mohican charges Freelancers a fee for services and technology including but not limited to maintaining the Mohican Platform, providing online tracking resources, or collecting amounts owed by Employers and remitting them to Freelancers. Typically, this fee is equal to 15% of Employer's gross payments for the free membership, and other fees depending on the membership plan selected. Employers will pay a processing fee charged by credit/debit cards or PayPal which will be added to the total amount charged once the employer awards a job and the corresponding Independent Contractor Agreement is uploaded to our site.

2.2 General User Obligations
Mohican is a marketplace platform to connect Employers and Freelancers using the site Platform. Mohican is not a service company and does not provide Services or manage individual Freelancers or their work, in any manner. We expect a consistent and high level of courtesy, respect and professionalism from all of its Users toward each other. Users agree to use good judgment when posting information, comments, feedback or other content regarding other Users, Mohican or any third party anywhere within the Mohican Platform. Users may be held legally responsible for damages suffered by other Users, Mohican or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Mohican Platform. All Employers and Freelancers are to comply with all laws applicable to them or to their activities, and with all posted Mohican Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Mohican’s discretion, and the currently effective policies will be deemed to be part of this Agreement.

You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.

Under federal law, Mohican is not legally responsible for any remarks, information or other content posted or made available on Mohican’s platform by any user or third party, even if such information or content is defamatory or otherwise legally actionable. Mohican is not responsible for and does not monitor or censor content for accuracy or reliability. However, Mohican reserves the right to remove or restrict access to any information or content posted or made available on the Mohican Platform if ordered to do so by a government authority or if Mohican considers such information or content to be in violation of this Agreement.

Pursuant to the Digital Millennium Copyright Act, Mohican has implemented procedures for receiving written notification of claimed infringements and for processing such claims. If you believe your copyrights are being infringed by a User of the Mohican Platform, please contact Mohican at sending a Notice of Infringement that includes substantially the following: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed; (3) identification of the material that is claimed to be infringing that is to be removed, and information reasonably sufficient to enable Mohican to locate it; (4) information reasonably sufficient to enable Mohican to contact the complaining party; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf the owner of an exclusive right that is allegedly infringed.

2.3 Identity and Account Security
All identity information associated with a Mohican’s user account must be real and verifiable. Each Mohican’s user account must be used by only one person, and each person is allowed to use only one user account. Mohican reserves the right to validate user information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the user's identity. You authorize Mohican, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement. The user is solely responsible for ensuring and maintaining the secrecy and security of the user's Mohican account password. User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Mohican. You must notify Mohican Support immediately if you suspect that your password has been lost or stolen. By using Mohican’s user account, you acknowledge and agree the Mohican's account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, bidding for or performing Services under Mohican’s user account, except through an authorized Mohican API if applicable.

2.4 Job Postings and Applications to jobs
2.4.1 Posting a Job. All jobs posted to Mohican must not contain any information enabling or requesting contact or payment outside of the Mohican Platform. Job postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Job postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or Mohican. Job postings related to the creation of adult or explicit content or those that involve modeling or acting are prohibited. Job postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

2.4.2 Applying to a job
All information provided in a job application must be true, accurate and complete. Mohican reserves the right to verify any and all information provided on a user's profile or job application. By applying to a job, the user is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the job posting.

2.5 Managing and Working on Independent Contractor Agreements
2.5.1 Managing Independent contractor agreements.
Employers agree to review the interim work product and respond promptly to communications with and requests for information from the Freelancer. Employer agrees to provide detailed specifications to Freelancers

2.5.2 Working on Independent Contractor Agreements
Freelancers agree to use Mohican communication tools, whenever possible. Any communications done outside of our platform may be used when in dispute at the sole discretion of Mohican. The Freelancer is responsible for providing all tools and resources necessary to complete the Independent Contractor Agreement, unless explicitly stated in advance by the Employer. Freelancers agree to respond to all Employer communications and requests for information within one business day. If the Freelancer will be unable to meet this requirement due to an absence, he is expected to notify the Employer at least 2 weeks prior. After the completion of a Independent Contractor Agreement, the Freelancer agrees to provide timely, honest and objective feedback on the Employer.

2.6 Billing and Payments
2.6.1 Fixed-Price Independent contractor agreements 
Mohican works under a fixed price Independent contractor agreements model, only. Any reference to an advance payment included in the Independent Contractor Agreement will be considered null and void lacking any legal or binding force. When parties agree to specific requirements for an Independent Contractor Agreement and these are met, the payment of the Independent Contractor Agreement occurs. After an employer awards a job to a freelancer and the Independent Contractor Agreement is uploaded in itself a sign of approval by both parties, we will charge the employer’s registered means of payment the full amount agreed, and hold it until the work is completed. Once the work is delivered to the employer’s satisfaction, we will disburse the net amount to the freelancer and pay the freelancer’s creditor the net percentage agreed on of the amount received for the work. In cases where Employers and Freelancers disagree on the completion of the objectives of the Independent contractor agreement they have the option to dispute the payment. See dispute section below.

2.7 Payment accounts
Each Freelancer must properly discharge and credit his/her Employer for all payments Mohican received from such Employer. Each User understands and agrees that:

The transmission of funds in the manner described herein is not a separate and discrete service that Mohican provides in addition to its Mohican Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Mohican Platform services that Mohican is providing. The Mohican payment account is a custodial account administered by Mohican to facilitate disbursement of the Employer's payment to the Freelancer. Mohican acts as agent of the Freelancer and not as a trustee or fiduciary with respect to payments received through Mohican. Mohican holds funds delivered to it in a commingled account at a bank, and may include in the titling of that account "Mohican for the benefit of others" or similar words. Mohican maintains records that should, in the event of a bank failure, allow the FDIC to determine which funds are payable to which Freelancers. Mohican will not voluntarily make your funds available to its creditors in the event of bankruptcy. You agree that you will not receive interest or other earnings on the funds that Mohican handles as your agent and places in comingled accounts. In consideration for your use of the Mohican Platform, you irrevocably transfer and assign to Mohican any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Mohican any ownership right to the principal of the funds you maintain with Mohican. In addition to or instead of earning interest on commingled accounts, Mohican may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.

2.8 Non-payment
If Employer fails to pay amounts due under this Agreement, whether by cancelling Employer's credit card, initiating an improper chargeback, or any other means, Employer's Mohican account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Employer must reimburse Mohican for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of two percent (2%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, Mohican may set off amounts due against other amounts received from or held for Employer, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

2.9 Retention of funds
Mohican reserves the right, in its sole discretion, to place a hold on funds for Employer payments to clear or if Mohican suspects they may be subject to charge back or if fraud is suspected. Mohican will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, all monies in a Mohican account may be held and/or reclaimed, not just those from the Independent Contractor Agreement(s) under investigation.

2.10 Dispute Resolution
2.10.1 Employers may dispute a Independent Contractor Agreement four (4) days following its delivery 
It is the Employer's responsibility to review and file any disputes on a timely basis. Once the dispute period has passed, the charges are accepted by the Employer and can no longer be disputed and can only be refunded by the Freelancer.

2.10.2 All dispute resolutions by Mohican are final and cannot be appealed.
We will always endeavor to reach an agreement between the Employer and the Freelancer in all situations. In cases where an agreement cannot be reached Mohican will make a final decision using internal communication logs and other means we believe useful. Any communication between the Employer and the Freelancer that was conducted outside Mohican may at the sole discretion of Mohican be used in a dispute.

2.11 Ratings and Feedback
Mohican provides its feedback and rating system as a means through which Users can express their opinions publicly. Mohican does not monitor or censor these opinions or investigate any remarks posted by users for accuracy or reliability. You acknowledge and agree that the Mohican Platform will contain public feedback from users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other users and that Mohican may calculate a composite feedback number based on these individual ratings. You may be held legally responsible for damages suffered by other Mohican Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Mohican is not responsible for any feedback or comments posted or made available on the Mohican Platform by any users or third parties, even if that information is defamatory or otherwise legally actionable. Any effort to falsify feedback, manipulate or coerce another user by threatening negative feedback or offering to sell or buy Services in exchange for feedback is in violation of this Agreement. Mohican reserves the right to delete ratings and feedback as it deems appropriate.

2.12 Privacy. (Please check our privacy policy)
Mohican treats personally identifiable information differently from general information. Personally identifiable information can be used to identify, locate or contact you. General information is information that is not personally identifiable information and is not associated with personally identifiable information. Mohican may convert personally identifiable information into general information by excluding information that is personally identifiable. You acknowledge that general information belongs to Mohican and that Mohican has the right to use such general information as it determines in its sole discretion. Mohican may process information in the country where it was collected, as well as other countries (including the United States) where laws regarding processing of personal information may be less stringent than the laws in your country

2.12.1 Security 
If applicable, we will use commercially reasonable methods to keep personally identifiable information securely in our files and systems. For example, we use secure Internet connections, including SSL (Secure Sockets Layer) encryption, to help protect financial data.

2.12.2 Information gathered during registration 
If you register to buy or sell Services using Mohican, we collect and store personally identifiable information, including your name, address, email address and password. Mohican may request additional information from you or third parties to validate or supplement this information. Employers are also required to enter information regarding a payment method, such as credit card, bank account, or PayPal account information. You agree to provide us with information reasonably requested by us, even if the request is made after conclusion of your work on a particular Independent contractor agreement.

Some information listed on the freelancers’ Microsites where the profile of the Freelancer appears will be shown at the discretion of the Freelancer. However, all the information listed on the Microsite will be provided to Mohican, who will keep it private. Mohican may use this information to contact freelancers’ creditor(s) to confirm that freelancers do have student debt outstanding and owe a minimum of $5,000 at the time of registration ($2,000 in the case of community colleges) and are thus eligible to register on Mohican.

In order to promote freelancers’ services, Mohican may also contact their student loan creditor(s) with that intention. Freelancers will authorize Mohican to show on the microsites information regarding amount of student debt outstanding, the name of the creditor(s) holding their student loan in their portfolios and the name of the school, college or university where they studied.

2.12.3 Automatically gathered information 
Mohican automatically collects your browser type and browser software version to tailor the presentation of the Mohican Platform and to maintain a record of your activity on the site. Mohican uses cookies to enable Users to specify unique preferences and to track user trends and patterns. users always have the option of disabling cookies via their browser preferences. If you disable cookies on your browser, please note that some parts of our site may not function as effectively or may be considerably slower. As an automatic process, our web server software records a log file of IP addresses that access the Mohican Platform, and we may use a third party for device identification. We also collect IP address and other system information for purposes of statistical analysis and to maintain the trust and security of the Mohican Platform. We will not use IP addresses or other system information to identify a user unless we determine, in our sole discretion, that it is necessary to enforce compliance without various policies to protect our service, the Site, our customers, or others.

2.12.4 The private and shared areas of the Site help to facilitate communication and the exchange and sharing of information between Employers and Freelancers once a Independent Contractor Agreement has started
Mohican may use general information from these and other areas of the site for statistical analysis, product development, marketing and research. Mohican reserves the right to monitor communications through the Site and, if we believe that a user is violating this Agreement, Mohican Policies, or any international, federal or state laws, we may terminate such usage. Mohican uses commercially reasonable efforts to insure that its collection of such relevant information does not interfere with the operation or security of your system.

2.12.5 Use of Personally Identifiable Information 
The Mohican Platform describes how personally identifiable information is shared. We also use personally identifiable information for our own internal purposes, including –but not limited to-contacting you via email to inform you about updates to the Mohican Platform and providing you with services and information relating to transactions that you conduct on the Site. We provide personally identifiable information to third parties who process it in accordance with our instructions in order for Mohican to provide services to you. We reserve the right to disclose your information if we have a good-faith belief that the disclosure is (i) required by law, regulation, or legal process; (ii) appropriate to detect, prevent, or remedy violations of this Agreement, fraud, security, or technical issues; or (iii) permitted in order to protect Mohican, other Users or the public. If Mohican is involved in a change of control through merger, acquisition, sale of stock or assets, we will give notice before your personally identifiable information is transferred or becomes subject to a different privacy policy.

2.12.6 Links to other sites. Mohican is not responsible for the privacy practices or the content of any other Mohicans to which the Site links or which link to the Site 
By clicking on a link, logo or other item, please note that you may no longer be on our Site. To check what Internet location you are on, note the URL at the top and/or bottom of your browser. We encourage you to read the posted privacy statement of that Mohican before interacting with it.

2.13 Companies and Company Freelancers
A "Company" is an organization seeking to make money on Mohican by selling the Services of Company Freelancers. A "Company Freelancer" is a Freelancer under Independent contractor agreement to do work on Mohican on behalf of a Company. A Company has a manager responsible for the actions of all its members, including its Company Freelancers, administrators in charge of maintaining the Company's finances, roster, and profile, and staffing managers in charge of finding and supervising Independent contractor agreements. One User may serve in all or multiple roles. Every person who will do work for a Company must have an individual User account and Freelancer profile associated with that person's Company on Mohican. If a Company Freelancer is no longer working for a Company, the Company may not use the Freelancer's profile in any way. Freelancers leaving a Company must contact the Company manager to remove their association. Companies may not refuse to release a Company Freelancer. When leaving the Company, Company Freelancers keep their profiles, including their work and feedback histories. Their histories are meant to reflect work done by them. The Company's work and feedback history will retain the Independent contractor agreements of Freelancers who have since left the Company.

2.14 Promotion of freelancers’ services implemented and carried out by Mohican
Mohican will promote the services offered by freelancers registered on its site. The time when this promotion will take place and how often, the volume, type and form, the institutions, banks, companies and individuals selected as recipients of the promotion, as well as any other characteristics of the promotion will be decided solely by Mohican.

2.14 Enforcement of User Agreement and Policies
Mohican has the right, but not the obligation, to suspend or cancel your access to the Mohican Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Mohican other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Mohican Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for Mohican. Once suspended or terminated, you MAY NOT continue to use the Mohican Platform under a different account or reregister under a new account. If you attempt to use the Mohican Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the Mohican Platform, including data, messages, files and other material you keep on Mohican. All intellectual property provided by Employers for the purposes of completing Independent contractor agreements will be returned by Freelancers immediately upon termination.

User agrees that all Independent contractor agreements between any Employer or Freelancer shall: (i) include the terms and conditions provided in Sections 3.1 through 3.10 below ("Standard Terms"); (ii) name Mohican as an express third party beneficiary under the Independent Contractor Agreement; and (iii) make no representations or warranties or enter into any Independent contractor agreements on behalf of Mohican, except as may be otherwise provided for herein. Employer and Freelancer may agree to terms in their Independent contractor agreement materially different than the Standard Terms; however, nothing in such Independent Contractor Agreement will in any way limit or modify Mohican's rights.

3.1 Services
Freelancer shall perform Services in a professional and workmanlike manner. Under Fixed-Price Independent contractor agreements, Freelancer shall deliver the agreed-upon Work Product.

3.2 Company
Freelancer and Company agree and acknowledge that Company's employees or Independent Contractor Agreement personnel are not employees of Mohican or Employer. Company is solely responsible for all wages, costs, and expenses of Company's employees or Independent Contractor Agreement personnel and has the sole and exclusive right to supervise and control them. Neither Employer, nor Mohican, will require Company's Independent Contractor Agreement personnel to devote full time to performing the Independent contractor agreements entered into by Company as required by this Agreement. Furthermore, both Freelancer and Company acknowledge and agree that neither it, nor any of its employees or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, professional compensation benefits, unemployment benefits, or any other employee benefits of any kind from Mohican or Employer.

3.3 Fees
Employer shall pay Freelancer the agreed-upon fees for delivery and acceptance of the Work Product (under Fixed-Price Independent Contractor agreements). All amounts paid by Employer shall be paid through the Mohican Platform to Mohican as the Freelancer's agent, and Employer's obligation of payment to Freelancer is met when payment is made to Mohican.

3.4 Advanced Payments
The practice of a freelancer requesting to be paid by Employer any amount of money in advance for work to be performed is not allowed. Both parties may negotiate partial milestone payments corresponding to the work completed until then.

3.5 Termination of an Independent contractor agreement
For Fixed-Price Independent Contractor Agreements, the Employer may terminate at any time but may not recover any payments made to the Freelancer unless mutually agreeable. The Freelancer may terminate a Fixed-Price Independent contractor agreement at any time if no payment has been made. If a payment has been made on a Fixed Price Independent contractor agreement, the Freelancer may terminate if there is written agreement from the Employer, after the payment has been refunded or a dispute has been settled.

3.6 Employer Deliverables
Employer grants Freelancer a limited, non-exclusive, revocable (at any time, at Employer's sole discretion) right to use the Employer Deliverables as necessary for the performance of the Services. Employer reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Employer Deliverables. Upon completion or termination of the Independent contractor agreement, or upon written request by the Employer, Freelancer shall immediately return all Employer Deliverables to the Employer and further agrees to purge all copies of Employer Deliverables and Work Product contained in or on Freelancer's premises, systems, or any other equipment otherwise under Freelancer's control. Freelancer agrees to provide written certification to the Employer certifying the return or purging of Employer Deliverables within ten (10) days after the receipt of the Employer's written request to certify.

3.7 Work Product
Any copyrightable works or works for hire prepared by Freelancer in connection with a Fixed-Price Independent contractor agreement for Employer shall be owned by the Freelancer until payment has been made by the Employer and accepted by the Freelancer. If the Employer pays an amount less than the amount agreed to in the Independent contractor agreement, the Freelancer may refund the amount paid within two (2) weeks of the payment date and retain ownership of the Work Product.

To the extent that under applicable law, Proprietary Rights cannot be assigned, Freelancer hereby irrevocably agrees to grant, and hereby grants, to Employer an exclusive (excluding also Freelancer), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Freelancer hereby irrevocably agrees to grant, and hereby grants, to Employer, such rights as Employer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Employer will be able to acquire, perfect and use such Proprietary Rights, Freelancer will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Employer; (ii) sign any documents at Employer's request to assist Employer in the documentation, perfection and enforcement of its rights; and (iii) provide Employer with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Freelancer also irrevocably authorizes Employer to act and sign on Freelancer's behalf and take any necessary steps in order to perfect Employer's rights under this Agreement. In the case that under applicable law, Freelancer retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product or Confidential Information under this Agreement, Freelancer irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Freelancer cannot waive such rights, Freelancer agrees not to exercise such rights, until Freelancer has provided prior written notice to Employer and then only in accordance with any reasonable instructions that Employer issues in the interest of protecting its rights. Freelancer agrees to assist Employer in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work Product in any and all countries. Freelancer will sign all documents that the Employer may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Employer may select at its sole discretion. Freelancer's obligations under this will continue even after Freelancer deregisters from or ceases use of the Mohican Platform. Freelancer appoints Employer as Freelancer's attorney-in-fact to execute documents on Freelancer's behalf for the purposes set forth in this Section.

3.8 Pre-existing Intellectual Property in Work Product
Freelancer shall ensure that no Work Product created or delivered by Freelancer includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Freelancer or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively "Pre-existing IP") without obtaining the prior written consent of the Employer to the inclusion of such Pre-existing IP in the Work Product. Freelancer acknowledges that, without limiting any other remedies, Freelancer shall not be entitled to payment for, and shall refund any payments to Freelancer for, any Services performed on a Independent contractor agreement if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section.

3.9 Professional classification
Employer assumes all liability for proper classification of professionals as independent Freelancers or employees based on applicable legal guidelines. This Agreement does not create a partnership or Company relationship between Employer and Freelancer. Freelancer does not have authority to enter into written or oral (whether implied or express) Independent contractor agreements on behalf of Employer.

Freelancer acknowledges that Mohican does not, in any way, supervise, direct, or control Freelancer's work or Services performed in any manner. Mohican does not set Freelancer's work hours and location of work. Mohican will not provide Freelancer with training or any equipment, labor or materials needed for a particular Independent contractor agreement.

Mohican will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Employer and Freelancer will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Freelancer's performance of Services.

All Freelancers are classified as independent and is free at all times to provide Services to persons or businesses other than Employer, including any competitor of Employer.

Employer and Freelancer shall be solely responsible for all obligations for tax withholding, the payment of taxes and/or providing the benefits associated with any relationship.

Employer and Freelancer agree to indemnify, hold harmless and defend Mohican from any and all claims arising out of or related to their Independent contractor agreement, including but not limited to claims that Freelancer was misclassified, any liabilities arising from a determination by a court, arbitrator, government Company (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Mohican was an employer or joint employer of Freelancer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, professional compensation benefits, unemployment benefits, or any other employee benefits.

3.10 Audit Rights
Employer and Freelancer each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Independent contractor agreement, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Mohican upon request. Mohican, or Mohican's advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Freelancer's operations and records to confirm compliance. Nothing in this provision should be construed as providing Mohican with the right or obligation to supervise or monitor the actual Services performed by Freelancer.

3.11 General
Independent contractor agreement shall be governed by Sections: Confidential Information, General and Definitions of this Agreement, as applicable either directly or by way of analogy.

3.12 Entire Agreement
The terms and conditions set forth in this Section and any additional or different terms expressly agreed by Employer and Freelancer shall constitute the entire agreement and understanding of Employer and Freelancer with respect to each Independent contractor agreement and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

4.1 Independent Contractor Agreement
User expressly acknowledges, agrees and understands that: (i) the Mohican Platform is merely a venue where Users may act as Employers or Freelancers; (ii) Mohican is not a party to any Independent contractor agreement between Employers and Freelancers; (iii) User recognizes, acknowledges and agrees that User is not an employee of Mohican and that Mohican does not, in any way, supervise, direct, or control User's work or Services; (iv) Or Mohican shall not have any liability or obligations under or related to Independent contractor agreement or any acts or omissions by Users; (v) Mohican has no control over Freelancers or over the Services promised or rendered by Freelancers; and, (vi) Mohican makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security or legality of any Services, and Mohican disclaims any and all liability relating thereto.

4.2 Proprietary Rights
Mohican and its licensors reserve all Proprietary Rights in and to the Mohican Platform. User may not use the Mohican Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Independent contractor agreement entered into pursuant to this Agreement and on the terms set out in the License Agreement. Mohican reserves the right to withdraw, expand and otherwise change the Mohican Platform at any time in Mohican sole discretion. User shall not be entitled to create any "links" to the Mohican Platform, or "frame" or "mirror" any content contained on, or accessible through, the Mohican Platform, on any other server or internet-based device.

4.3 Mohican Compensation
All Mohican Fees are non-refundable, whether or not Independent Contractor Agreements were satisfactorily completed.

5.1 Formal Invoices and Taxes
Mohican shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Freelancer Fees. Instead, Freelancer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer shall also be solely responsible for: (a) determining whether Freelancer or Mohican is required by applicable law to remit to the appropriate authorities any taxes or similar charges applicable to the Freelancer Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Mohican, as appropriate; and (b) determining whether Mohican is required by applicable law to withhold any amount of the Freelancer Fees, notifying Mohican of any such requirement and indemnifying Mohican (either by permitting Mohican to offset the relevant amount against a future payment of Freelancer Fees or by refunding to Mohican the relevant amount, at Mohican 's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Mohican shall have the right, but not the obligation, to audit and monitor Freelancer's compliance with applicable tax laws as required by this Section. Further, in the event of an audit of Mohican, Freelancer agrees to promptly cooperate with Mohican and provide copies of Freelancer's tax returns, and other documents as may be reasonably requested for purposes of such audit.

5.2 Billing Employer
For bonuses, milestone payments and Fixed-Price payments, Employer is billed immediately. If Employer believes a charge to be incorrect, Employer shall notify Mohican within the time period set forth in the Dispute Resolution Policy, in which case Mohican will promptly investigate the Time Log to determine, in its sole discretion, whether an adjustment is appropriate. Mohican's determination shall be final. If Employer does not notify Mohican within this time set forth in the Dispute Resolution Policy, the charge automatically becomes final and Employer cannot appeal it.

5.3 Payment 
Employer hereby authorizes Mohican to run credit card authorizations on all credit cards provided by Employer, to store credit card details as Employer's method of payment for Services, and to charge Employer's credit card (or any other form of payment authorized by Mohican or mutually agreed to between Employer and Mohican).

5.4 Dispute Resolution Policy Between Freelancer and Employer
All disputes between a Freelancer and a Employer regarding the chargeable nature shall be resolved pursuant to Mohican's Dispute Resolution Policy.

6.1 Confidentiality
To the extent a Employer or Freelancer provides Confidential Information to the other and/or to Mohican, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Mohican, to any Employer or Freelancer engaged in a Independent contractor agreement; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Independent contractor agreement (including, without limitation, the storage or transmission of Confidential Information on or through Mohican Platform for use by Freelancer).

6.2 Return
If and when Confidential Information is no longer needed for the performance of Services for the relevant Independent contractor agreement, or at the Employer's or Freelancer's written request (which may be made at any time at Employer's or Freelancer's sole discretion), Employer or Freelancer (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Employer or Freelancer, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section within ten (10) days after the receipt of disclosing party's written request to certify.

6.3 Publications
Without limiting this section, Employer, Freelancer and Mohican shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a relevant Independent contractor agreement.




9.1 Proprietary Rights
Each User shall indemnify, defend and hold harmless Mohican and its owners, subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

9.2 Indemnification by Employer
Each Employer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Employer's use of Services, including without limitation claims by or on behalf of any Freelancer for Worker's Compensation or unemployment benefits, or (ii) any Independent contractor agreement entered into between such Employer and a Freelancer.

9.3 Indemnification by Freelancer
Each Freelancer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Freelancer's provision of Services, or (ii) any Independent contractor agreement entered into between such Freelancer and a Employer.

10.1 Term
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section below.

10.2 Termination.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account), provided, that any such termination for convenience shall not affect the validity of any Independent contractor agreement that have been executed prior to termination and this Agreement shall continue to apply with respect to such Independent contractor agreement.

10.3 Consequences of Termination
Termination shall not relieve Employer of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Employer following termination pursuant to Section Billing Employer, and charged to Employer's credit card or other form of payment pursuant to Section Payment. Subject to Section Dispute Resolution Policy, Mohican shall pay Freelancer, in accordance with the provisions of Section Fees and Payments.

10.4 Survival
Sections 4 through 12 of this Agreement shall survive any termination thereof.

11.1 Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

11.2 Side Agreements
Section above notwithstanding, Employers and Freelancers may enter into any supplemental or other written agreement that they deem appropriate (e.g., non disclosure agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Mohican's obligations or restrict Mohican's rights under this Agreement.

11.3 Compliance
User shall not violate any laws or third party rights on or related to the Mohican Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

11.4 Notifications: Consent to Electronic Notifications
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Mohican Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Mohican via email (in each case to the address that you provide), (b) a posting on the Mohican Site or (c) by you via email to or to such other addresses as Mohican may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

11.5 Modifications
No modification or amendment to this Agreement shall be binding upon Mohican unless in a written instrument signed by a duly authorized representative of Mohican. For the purposes of this Section, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

11.6 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

11.7 Assign ability
User may not assign this Agreement, or any of its rights or obligations hereunder, without Mohican's prior written consent in the form of a written instrument signed by a duly authorized representative of Mohican (and, for the purposes of this Section, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Mohican may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

11.8 Severability
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

11.9 Choice of Law
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement ("Claims") shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions and excluding the United Nations Convention on Independent contractor agreements for the International Sale of Goods (CISG).

11.10 Informal Dispute Resolution and Arbitration
Mohican and User hereby agree that any Claims shall first be settled through the Mohican dispute resolution program. Claims that the parties cannot resolve informally and where the amount in controversy is less than USD$25,000, the parties agree to resolve in a cost-effective manner through binding non-appearance-based arbitration conducted by a single arbitrator. If a party elects arbitration, that party will initiate the arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties or the American Arbitration Association (AAA) if no other service is agreed upon. The arbitrator shall be selected from a list of no less than five names through alternative strikes. Unless the parties mutually agree otherwise, the ADR provider and the parties will proceed as follows: the arbitration will be conducted by telephone and/or be solely based on written submissions, as specified by the party that initiates the arbitration; the arbitration shall not involve any personal appearance by the parties or witnesses; and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Disputes over $25,000 that do not involve Mohican may be resolved in whatever forum the parties deem appropriate.

11.11 Prevailing Language.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

12.1 "Employer" means any User utilizing the Mohican Platform to request Services to be performed by a Freelancer. From time to time, Mohican may act as a Employer, and the terms and conditions of this Agreement applicable to Employers will apply to Mohican when acting in this way.

12.2 "Employer Deliverables" means instructions, requests, intellectual property and any other information or materials that a Freelancer receives from a Employer for a particular Independent contractor agreement.

12.3 "Confidential Information" means Employer or Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Independent contractor agreement, regardless of whether in tangible, 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 Freelancer or Employer; (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 User 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 User without use of Confidential Information.

12.4 "Independent Contractor Agreement" means a particular project or set of ongoing tasks for which a Employer has requested Services to be performed by a Freelancer and the Freelancer has agreed on the Mohican Platform.