This update replaces the word "Intern", "Student", "Fresher" with the word "Interns" throughout the InternDesk.com User Agreement to conform to similar wording use across the InternDesk.com website.
This InternDesk User Agreement (the "Agreement") is a contract between you (the "User") and Appetals Solutions Private Limited, a company registered in India with its principal place of business at 6th Floor, Reddy's Shree Shivdutt, Station Road, Goregaon - West, Mumbai, India ("InternDesk", "we" or "us"). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.InternDesk.com (the "Site") and related software and services. InternDesk may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by InternDesk. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the InternDesk Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement includes and hereby incorporates by reference the agreements and polices referred to herein or linked from the URL [www.InternDesk/info/terms/], as such agreements and policies may be modified by InternDesk from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls. Capitalized terms are defined throughout the Agreement and in Section 12.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE INTERNDESK PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE INTERNDESK PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
1. THE INTERNDESK PLATFORM.
1.1 Purpose of the InternDesk Platform.
The InternDesk Platform allows Employers and Interns to identify each other and enable them to get engaged in working for the work either online or offline as may be agreed between the parties mutually. Under this Agreement, InternDesk provides services to both Employers and Interns, including curating Employers and Interns and facilitating the formation of mutually agreed relationship for Internship Assignments between Employers and Interns. Employers post Assignments and invite Interns to apply. Interns post profiles and apply for the Assignments. If a Client and Intern agree on terms, a Service Contract is formed directly between such Employer and Intern subject to the provisions set forth in Section 3 (Service Contract Terms Between Employers and Interns). InternDesk do not pay or take any warranty of payment to Interns in connection with their delivery of services through the InternDesk platform. InternDesk may collect payment from the Interns or Employers for the facilitation of the software and its services.
The InternDesk 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 Internship Assignments under applicable law. User agrees that User 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; or (b) a citizen or resident of, or located in, a country or region that is subject to India or other sovereign country sanctions or embargoes.
2. INTERNDESK GENERAL USER POLICIES
2.1 InternDesk Fees.
InternDesk may offers its services free of charges or may charge the Interns or Clients a fee for the services of connecting them for search, communicate, market or hire. InternDesk reserves the rights to change the fee structure at any time on its sole discretion without any consent or consultation with the users.
2.2 General User Obligations.
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 Internship Assignments and/or Jobs.
2.3 Identity and Account Security.
InternDesk 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 InternDesk, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. 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 InternDesk account password. User agrees not to disclose this password to anyone (or, in the case of an Agency (as defined below in Section 3), not to disclose this password to anyone who is not a subcontractor of such Agency), and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the InternDesk Platform. You must notify InternDesk Support immediately if you suspect that your password has been lost or stolen. By using your InternDesk User account, you acknowledge and agree the InternDesk's account security procedures are commercially reasonable.
2.4 Enforcement of Agreement and Policies.
InternDesk has the right, but not the obligation, to suspend or cancel your access to the InternDesk 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 InternDesk's 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 InternDesk 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 InternDesk. Once suspended or terminated, you MAY NOT continue to use the InternDesk Platform under a different account or reregister under a new account. If you attempt to use the InternDesk Platform under a different account, we reserve the right to reclaim your account and suspend your account. 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 InternDesk Platform, including data, messages, files and other material you keep on InternDesk.
3. SERVICE CONTRACT TERMS BETWEEN CLIENT AND INTERN.
Unless otherwise agreed to in a writing signed by both Client and Intern, the terms and conditions of the Service Contract are as set forth in Sections 3.1 through 3.12 below ("Standard Terms"). Client and Intern may not agree to any other terms and conditions that affect the rights or responsibilities of InternDesk.
Intern shall perform Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product.
3.2 Client Payments and Billing.
Client shall pay the agreed-upon amount as agreed to the Intern directly.
3.3 Worker classification.
Client assumes all liability for proper classification of Interns as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Client and Intern. Intern does not have authority to enter into written or oral - whether implied or express - Internship Assignments on behalf of Client. Intern acknowledges that InternDesk does not, in any way, supervise, direct, or control Intern's work or Services performed in any manner. InternDesk does not set Intern's work hours and location of work, nor is InternDesk involved in determining if the compensation will be set at an hourly or fixed rate or in setting the particular rate for a service contract. InternDesk will not provide Intern with training or any equipment, labor or materials needed for a particular Contract. InternDesk will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Intern 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, in any nation, with respect to Intern's performance of Services.
Service Internship Assignments shall be governed by Sections 6 (Confidential Information), 11 (General), and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.
3.5 Entire Agreement.
The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed by Client and Intern shall constitute the entire agreement and understanding of Client and Intern with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
4. ACKNOWLEDGMENTS BY USER OF INTERNDESK'S ROLE.
4.1 Service Internship Assignments.
User expressly acknowledges, agrees and understands that: (i) the InternDesk Platform is merely a venue where Users may act as Employers or Interns; (ii) InternDesk is not a party to any Service Internship Assignments between Employers and Interns; (iii) User recognizes, acknowledges and agrees that User is not an employee of InternDesk and that InternDesk does not, in any way, supervise, direct, or control User's work or Services; (iv) InternDesk shall not have any liability or obligations under or related to Service Internship Assignments or any acts or omissions by Users; (v) InternDesk has no control over Interns or over the Services promised or rendered by Interns; and, (vi) InternDesk makes no representations as to the reliability, capability, or qualifications of any Intern or the quality, security or legality of any Services, and InternDesk disclaims any and all liability relating thereto.
4.2 Proprietary Rights.
InternDesk and its licensors reserve all Proprietary Rights in and to the InternDesk Platform. User may not use the InternDesk Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. InternDesk reserves the right to withdraw, expand and otherwise change the InternDesk Platform at any time in InternDesk's sole discretion. User shall not be entitled to create any "links" to the InternDesk Platform, or "frame" or "mirror" any content contained on, or accessible through, the InternDesk Platform, on any other server or internet-based device.
4.3 InternDesk's Compensation.
All InternDesk Fees are non-refundable, whether or not Service Internship Assignments were satisfactorily completed.
5. CONFIDENTIAL INFORMATION.
To the extent a Client or Intern provides Confidential Information to the other, 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 InternDesk, to any Client or Intern engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through InternDesk Platform for use by Intern).
If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Client's or Intern's written request (which may be made at any time at Client's or Intern's sole discretion), Client or Intern (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 Client or Intern, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.
Without limiting Section 6.1 (Confidentiality), Client, Intern and InternDesk 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 Contract.
6. WARRANTY DISCLAIMER.
INTERNDESK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, INTERNDESK PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTERNDESK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 10.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST INTERNDESK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
7. LIMITATION OF LIABILITY.
IN NO EVENT WILL INTERNDESK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF INTERNDESK TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY INTERNDESK FEES RETAINED BY INTERNDESK WITH RESPECT TO INTERNSHIP ASSIGNMENTS ON WHICH USER WAS INVOLVED AS CLIENT OR INTERN DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, 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 HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
8.1 Proprietary Rights.
Each User shall indemnify, defend and hold harmless InternDesk and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) 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.
8.2 Indemnification by Client.
Each Client 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 Client's use of Services, including without limitation claims by or on behalf of any Intern for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Client and a Intern.
8.3 Indemnification by Intern.
Each Intern 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 Intern's provision of Services, or (ii) any Service Contract entered into between such Intern and a Client.
9. TERM AND TERMINATION.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.
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 Service Internship Assignments that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Internship Assignments.
9.3 Consequences of Termination.
Termination shall not relieve Client 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 charged to Client's credit card or other form of payment pursuant to Section 5.2 (Payment Methods). Subject to Section 2.9 (Dispute Resolution Policy), InternDesk shall pay Intern, in accordance with the provisions of Section 5 (Invoices and Payment Methods), for all time recorded in the Time Logs incurred prior to the effective date of the termination.
Sections 4 through 12 of this Agreement shall survive any termination thereof.
10.1 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.
10.2 Side Agreements.
Section 10.1 notwithstanding, Employers and Interns may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality 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 InternDesk's obligations or restrict InternDesk's rights under this Agreement.
User shall not violate any laws or third party rights on or related to the InternDesk 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.
10.4 Notices: Consent to Electronic Notice.
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 InternDesk Platform. Notices hereunder shall be invalid unless made in writing and given (a) by InternDesk via email (in each case to the email address that you provide), (b) a posting on the InternDesk Site or (c) by you via email to support@InternDesk.com or to such other addresses as InternDesk may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement shall be binding upon InternDesk unless in a written instrument signed by a duly authorized representative of InternDesk. For the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
10.6 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.
User may not assign this Agreement, or any of its rights or obligations hereunder, without InternDesk's prior written consent in the form of a written instrument signed by a duly authorized representative of InternDesk (and, for the purposes of this Section 11.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). InternDesk 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.
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.
10.9 Choice of Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Service Contract, ("Claims") shall be governed by and construed in accordance with the laws of the court in Mumbai, Maharashtra, India, without regard to its conflict of law provisions and excluding the United Nations Convention on Internship Assignments for the International Sale of Goods (CISG).
10.10 Dispute Resolution; Arbitration; Personal Jurisdiction and Venue.
InternDesk and User hereby agree that any Claims shall first be settled through negotiation or according to the Dispute Resolution Policy set forth in Section 2.9 above. If a Claim (other than a Claim for injunctive or other equitable relief) remains unresolved by these means, either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by both parties and by InternDesk, as applicable. You agree that any Claim you may have against InternDesk, if not resolved as set forth above, must be resolved by the California state courts of San Mateo County (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
10.11 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.
"Claim" means any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract.
"Client" means any User utilizing the InternDesk Platform to request Services to be performed by an Intern. From time to time, InternDesk may act as a Client, and the terms and conditions of this Agreement applicable to Employers will apply to InternDesk when acting in this way.
"Client Deliverables" means instructions, requests, intellectual property and any other information or materials that a Intern receives from a Client for a particular Service Contract.
"Confidential Information" means Client or Intern Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, 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 Intern or Client; (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.
"Effective Date" means the date of acceptance of this Agreement.
"Fixed-Price" means a fixed fee agreed between a Client and a Intern, prior to the commencement of a Contract, for the completion of all Services requested by Client for such Contract.
"Fixed-Price Contract" means a Service Contract for which Client is charged a Fixed-Price.
"Intern" means any individual User utilizing the InternDesk Platform to seek and offer Internship assignments from the Employers.
"Intern Deliverables" means instructions, requests, intellectual property and any other information or materials that a Client receives from an Intern for a particular Internship Contract.
"Indemnified Party" means InternDesk and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.
"Moral Rights" means any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights".
"InternDesk Platform" means the online platform operated by InternDesk, including related software and services, that allows Employers and Interns to identify each other and enable them to connect, interact and assign the internship assignments to be conducted online or offline.
"Pre-Existing IP" means pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Intern or a third party including, without limitation, code written by proprietary software companies or developers in the open source community.
"Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
"Service Contract" means a particular project or set of ongoing tasks for which a Client has requested Services to be performed by an Intern and the Intern has agreed on the InternDesk Platform.
"Services" means marketing, software development, writing, project management, administrative, sales, product development, customer service, data entry, general business services or any other human services.
"The Site" means our website located at www.InternDesk.com
"Work Product" means any tangible or intangible results or deliverables that Intern agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Service Contract, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.