Deel Platform Terms of Service

Last updated: July 6th, 2020

Please read these Terms of Service ("Terms" or "Terms of Service") carefully before using the www.letsdeel.com website (the “Platform” or “Deel Platform”) operated by Deel, Inc. and its subsidiary Lets Deel LTD ("Deel", "us", "we", or "our"). For purposes of these Terms, “you” and “your” means you as a user of the Service. We may update these Terms by posting an updated version to our website (“Site”) here.

Your access to and use of the services (the “Service”) we make available to you on the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. If you disagree with any part of the Terms, then you do not have our permission to access the Service. If you have questions about these Terms, contact our Customer Support team by submitting a request here before accessing the Services. If you are accessing or using the Service on behalf of a business or other legal entity, then your business or legal entity is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.

SECTION 27 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION. PLEASE READ IT CAREFULLY AND ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

1. Overview.

Deel enables businesses to seamlessly manage relationships with local and international independent contractors.

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

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

How it works:

  • Registration is free for Contractors
  • Deel collects compliance information from Contractors on behalf of Clients
  • Clients pay a monthly fee, fixed fee, or per active contract fee and a percentage fee of the volume paid out
  • Deel’s Contract generation tool allows Users to set memorialize timelines, deliverables, fees, and acceptance criteria
  • Clients and Contractors agree that the acceptance criteria have been met
  • Clients make payments to Contractors through the Deel Platform using supported Payment Methods
  • Deel makes payouts to Contractors
  • Contractors receive owed funds after every payout until the contract is terminated by either Client or Contractor
  • In the event that the contract is a milestone contract, the contract will continue until it is terminated

2. Definitions.

Capitalized terms in these Terms and Conditions are defined as follows:

“Administrator” are Users with authority to apply for an Account, access the Services, manage an Account, and otherwise act on behalf of a legal entity User.

“Clients” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, and make payments to Contractors for their services.

“Contracts” are the legally binding documents executed by Clients and Contractors using the Platform’s Contract generation tool that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor.

“Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.

“Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.

“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds from Clients and settlement of funds to Contractors for services provided through the Platform.

“Funds” is the funds Contractors earn for completion of the work described in a Contract.

“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.

3. Eligibility.

We make the Platform and the Services available to Users 18 years of age or older. If you are not 18, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. Deel may refuse to provide the Services to anyone for any reason at any time, and may suspend or terminate your use of the Services without prior notice to you.

4. Deel Accounts.

4.1. Applying for an Account. To apply for an Account, you must provide your full legal name, a valid email address, your social security number, EIN, TIN, legal address and any other required information to complete the sign-up process. If you are applying for an Account on behalf of a business entity, you may also be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit Deel and its financial partners to conduct due diligence on you prior to opening an Account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy. If you do not agree to the terms of our Privacy Policy, do not apply for an Account. If you are applying for an Account on behalf of a legal entity, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your company’s Account.

4.2. Account Security. You are responsible for maintaining the privacy and security of your Account. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.

4.3. Prohibited Uses. You may not use Deel for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are relevant to your business. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for bona fide business purposes to obtain or provide services specified in a Contract or other written agreement. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.

Further, you may not use the Platform to solicit or provide Services involving or related to any of the items on our Prohibited Activity List. If we suspect or determine that you are in using the Services in any many related to activities on the Prohibited Activity List, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you.

5. Contracts.

5.1. Contract Dashboard. Users can use the Platform to create and manage Contracts. Each contract is assigned a unique contract ID. Users can organize Contracts on the Deel dashboard according to Contract type, execution status, Client, Contractor and ID.

5.2. Contract Templates. Deel provides Users with three Contract templates (“Templates”):

  • “Fixed Contract” - open-ended contracts featuring fixed payments at regular intervals for recurring services
  • “Pay As You Go Contract” closed-end contracts featuring payment of a predetermined amount upon acceptance of services by the Client, partial payment can be made at regular intervals
  • “Milestone Contract” - contracts featuring fixed payments upon achievement of pre-defined milestones

5.3. Contract Generation. Users can set contract terms by selecting from pre-set parameters using Deel’s Contract generation tool. Parameters include Client and Contractor names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.

5.4. Contract Execution. Users can use Deel’s secure e-sign functionality to execute agreements. Contracts executed on Deel are legally binding.

5.5. Pre-Existing Agreements. Users can also use the Deel dashboard to upload and manage agreements created and executed by Clients and Contractors outside the Platform. Users can extract parameterized terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface.

5.6. Contract Management. Users can securely store and manage multiple Contracts in their Accounts organized by type, counterparty, and completion status. Users can limit access to Contracts and Contract information to specific persons, companies, or groups. Users can track each Contract according to CIient approval status and payment status. Users may also modify or terminate Contracts through the Platform.

5.7. Prohibited Contract Terms. If we determine that the content of a Contract violates these Terms or the Prohibited Activity List, we may remove the Contract from your Dashboard without prior notice to you. We may also suspend or close your Account. Contracts removed from your Account may not be edited or restored.

6. Payments.

6.1. Payment Methods and Fees. Except for Deel’s role as a limited payment agent for Contractors as set forth in Section 9, Deel does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Deel partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party Payment Methods in your location. Depending on your location, some Payment Methods may not be available to you, and we cannot guarantee that you will be able to use any Payment Method in connection with the Service even in locations where your preferred Payment Method is available for use. Depending on the desired Payment Method, Users may be required to enter into a separate Payment Service Provider agreement. Your use of any Payment Method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Deel is not a party to your Payment Service Provider agreement and will not intervene in any disputes related to payments you make or receive using any third-party Payment Method. Deel also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party Payment Method fees or charges. Deel does not charge Contractors any fees for payments processed through the Platform regardless of Payment Method, however, Deel is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.

6.2. Compliance. Solely to protect against money laundering and terrorist financing, fraud, and unauthorized transactions, Deel and Payment Service Providers will collect, store and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy for more information here. Payment Services Providers may also collect payment information necessary to processing User payments. Except for payment amount and payment status details stored in your dashboard, Deel does not have access to payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider. By using any Payment Method and providing payment information to Deel or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or Payment Method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.

All payment services, including withdrawal services will be provided by Deel’s Payment Services Provider.

7. Disputes and Contract Cancellations

7.1. Reversals and Disputes. Clients should not initiate payments until Contractors have meet the acceptance criteria or other requirements detailed in a Contract. Except to satisfy the compliance obligations set forth in Section 6.2, Deel cannot reverse payments or withhold funds from Contractors, and cannot cause Payment Service Providers to reverse payments or withhold funds from Contractors once funds have been received by Deel or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Contractor or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Contractor or with the relevant Payment Service Provider. Deel will not adjudicate payment or Contract disputes between Users regardless of Payment Method or Contract status under any circumstances, and Users are solely responsible for dispute settlement. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement.

7.2. User-Initiated Contract Cancellation. If a Client owes outstanding payments to a Contractor after completion of work, or if a Client is dissatisfied with the service provided by a Contractor, the Client or Contractor may initiate cancellation of the Contract through the Deel dashboard. Cancellation of a Contract through the Deel dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality of a Contract. The Service records the initiator of, and the time and date of the cancellation. Users may not initiate or request payment for services related to, or alter the status of a Contract after it has been cancelled.

7.3. Contract Cancellation by Deel. Deel may cancel a Contract in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. Deel may also cancel a Contract if a User is no longer a Deel Accountholder in good standing. Please contact us if you believe a Contract or another User is in violation of these Terms.

8. Tax Forms & Invoices.

8.1. Form and Invoice Generation.

We use User data to generate required tax documents for Users.

For Clients and Contractors in the United States, we automatically generate forms W9, W-8BEN and W-8BEN-E (“Forms”) to be dated and signed by the Contractor. We do not guarantee that information on any Form generated by the Platform is accurate or correct, or that Users have selected the appropriate Form for the type of tax return they submit. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using Deel to generate and sign Forms, you represent and warrant that the information you have provided is accurate and complete, and specifically to the terms of Section 13 regarding electronic signatures.

We use FormFly by Intuit to enable you to file your 1099 at the end of each tax year. Fees for filing via FormFly are set forth at letsdeel.com/tax.

We also generate and submit invoices to Clients on behalf of Contractors when payment is due. Contractors may also use Deel to automatically submit invoices for recurring services, or schedule delivery of invoices according to project milestones set for in Contracts.

8.2. Tax Compliance Services and Related Disclaimers for Clients

Certain Clients may choose to use the “Tax Compliance Services” portion of the Services, as described more fully on the tax compliance page. If you use the Tax Compliance Services, you agree to the terms of this subsection 8.2.

Deel does not provide tax, legal or accounting advice to Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable U.S. tax laws. If you have questions after reviewing the Forms we generate and other tax withholding rates, or any other tax information provided by Deel or the Internal Revenue Service (“IRS”), you should consult your own tax, legal or accounting advisors prior to completing or submitting a Form or paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Contractor.

Information regarding tax withholding rates calculated by Deel and provided to you through the Tax Compliance Services is dependent on accurate and truthful information Users and their situation or circumstances. Deel will in no way be liable to you or any third party (including but not limited to any taxation authority) for any losses or penalties, pecuniary or otherwise, arising from a User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation or employment status in any manner.

Information regarding tax withholding rates calculated by Deel and provided to you is further dependent on your specific business circumstances and tax form settings you provide to Deel, the income type provided by Clients in payments to Contractors as well as any other tax-related information. Users may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled, in addition to the payment amount indicated in an invoice. Users agree that they are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to them. You also agree that the amount of any invoice, and any fees you owe for the Services are net of direct or indirect taxes, levy, withholding tax or deductions.

Specifically, if you are a Contractor and use the Tax Compliance Services, you acknowledge and agree to the following (the “Contractor Tax Compliance Obligations”):

  • You are solely responsible for remitting any amounts owed by you to the IRS or other governmental authority in a timely fashion according to IRS rules and regulations and your normal accounting practices;
  • You will update your settings to reflect any material changes to your situation or circumstances that may affect your tax withholding rates, within 30 days of becoming aware of such material change; and
  • You will inform Deel of any errors or omissions you discover that would affect a tax withholding calculation, within 30 days of becoming aware of such error or omission.

Deel will in no way be liable to you, any taxation authority, Client, or any third party for any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to these Contractor Tax Compliance Obligations.

9. Contractor Terms

9.1. Appointment of Deel as Payment Agent

Contractors hereby appoint Deel as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.

Contractors agree that payment received from Clients by Deel will be considered the same as payment made directly to Contractors, regardless of whether Deel remits or fails to remit the payment to Contractors. Contractors also authorize Deel in its role as Payment Agent to:

  • hold, disburse and retain payments on behalf of Contractors pursuant to these Terms of Service, or otherwise instruct Deel’s Payment Services Providers to do so;
  • issue refunds to Clients at the request of Contractors; and
  • manage Client credit and debit card chargebacks on behalf of Contractors.

In accepting appointment as Payment Agent, Deel assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, Forms, or these Terms of Service, failure by Contractors to provide the Services in accordance with Contracts, or failure by Clients to make payments owed to Contractors, and Contractors understand that Deel’s obligation to pay Contractors is subject to and conditional upon Deel’s actual receipt of payment from Clients. Contractors further authorize Deel to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, Deel will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Contractors represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Contractors will be satisfied upon receipt of payment by Deel (or its Payment Services Provider, as applicable), and Deel (via its Payment Services Provider, as applicable) will be responsible for remitting funds to Contractors in the manner described in these Terms of Service. In the event that Deel (via Payment Services Provider) does not remit any such amounts to a Contractor, the Contractor will have recourse for non-payment solely against Deel, and not Clients. Contractors agree that Deel may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that Deel may deem necessary or prudent.

10. Client Terms

10.1. Payment Plans.

Clients may use the Service to create and manage Contracts and pay Contractors by selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are set forth on our Pricing Page.

10.2. Auto-Payment.

We will automatically charge you at the end of each billing cycle set forth in the Payment Plan you select for the amounts you owe until you suspend or close your Account or Deel terminates your use of the Services.

We require a credit or debit card, or other valid payment method (“Payment Method”) to process your payment. You must provide Deel with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid Payment Method information. By submitting such Payment Method information, you authorize Deel to automatically charge any amounts you owe for each billing cycle to such Payment Method.

Should automatic billing fail to occur for any reason, Deel may attempt to re-submit the charge to your Payment Method. Should the Payment Method continue to fail, your Account will be suspended until payment is made in full.

You may modify, suspend, or terminate your Payment Plan through your Account dashboard or by contacting the Deel customer support team at support@letsdeel.com. Upon termination, all amounts due will be immediately due and owing, and we will automatically charge your Payment Method for any remaining fees you owe.

10.3. Payment. If you pay for your Payment Plan using a credit card, debit or other payment card (“Card”), the following terms apply:

  • Recurring Billing Authorization. By providing Card information and agreeing to use any Services, you hereby authorize Deel to automatically charge your Card on the same date each calendar month (or the closest prior date, if there are fewer days in a particular month) during the billing cycle for all fees accrued as of that date (if any) in accordance with the applicable Payment Plan. You acknowledge and agree that the amount billed and charged each month may vary depending on your Payment Plan.
  • Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges.
  • Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Client remains responsible for any amounts not remitted to Deel and Deel may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement.
  • Changing Card Information or adding a New Card. At any time, Client may change its Card information or add a new Card by emailing to support@letsdeel.com or via the Client’s account settings.
  • Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Client may terminate the Payment Plan term by sending Deel notice of non-renewal to support@letsdeel.com.
  • Payment of Outstanding Fees. Upon any termination or expiration of your Payment Plan, Deel will charge Client’s Credit Card (or invoice Client directly) for any outstanding fees for Client’s use of the Services at the end of the final billing cycle for the Client’s Payment Plan.

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

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

10.6. Free Trials Deel may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time ("Free Trial"). To participate in a Free Trial, you must select a Payment Plan and provide a valid Payment Method, however, we will not charge your Payment Method unless you continue using the Services after the Free Trial is over. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by emailingsupport@letsdeel.com.. If you or Deel cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, content, and all other data associated with your Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial will automatically be converted to a paid Payment Plan at the end of the trial period, and you hereby authorize us to charge the Payment Method your provided us in accordance with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending Deel notice of termination to support@letsdeel.com. at least 5 days prior to the end of your next billing cycle.

At any time and without notice, Deel reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.

10.7. Refunds Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Deel are non-refundable and there are no credits for partially used Payment Plan periods.

We may consider certain refund requests on a case-by-case basis in our sole discretion.

10.8. Payments to Contractors. Clients may pay Contractors in one of Deel’s supported currencies. Unless you tell us otherwise, you will be charged in the currency indicated on the applicable Contract and calculated using the then-current foreign exchange rates available through Yahoo! Finance's API plus a 0.6% foreign exchange markup to account for price volatility. In the event the currency indicated on the Contract is not supported by one of our Payment Service Providers, your payment will be settled in USD even if the amount paid to the Contractor is displayed in the currency indicated on the Contract. In any event, the actual payment amount (in the actual payment currency) will be clearly disclosed to you before you complete the payment. For example, if the payment is meant to be settled in CAD currency, which is not currently offered on Deel, the amount paid to the Contractor will be settled in USD. The contract will still display CAD currency, but the Client will pay in USD.

11. Payment Service Providers

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

12. Communications from Deel

By creating an account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.

13. Electronic Signatures and Legal Notices

You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and Deel or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Service will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.

You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically through your Account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.

We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, Contracts, Forms, Invoices and other documents. Administrators and Users may elect to not receive certain notices through via text or SMS, but this will limit the use of certain Services.

You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.

Contact us immediately via email to support@letsdeel.com if you are or believe you are having problems receiving Notices.

14. Interruption of Service

From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Website. We will endeavor to make keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.

15. Intellectual Property

The Service and its original content (excluding Content provided by users), APIs, interfaces, features and functionality are and will remain the exclusive property of Deel and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks and trade dress in connection with any product or service without the prior written consent of Deel.

16. Feedback

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback will become the sole and exclusive property of Deel, and Deel may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. You hereby assign to Deel any and all right, title and interest to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.

17. Links to Other Web Sites or Services

Our Service may contain links to third-party websites or services that are not owned or controlled by Deel. Our Service may also allow you to import or interface with third-party applications or services.

Deel has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee that the offerings of any of these third-party, their services, or their websites.

You acknowledge and agree that Deel will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms of service and privacy policies of any third-party web sites or services that you visit or interact with.

18. Termination; Survival

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

If you wish to terminate your account, please contact us via email at team@letsdeel.com. You may delete Contracts(s) at any time from within the Deel dashboard, and the deleted Contract and all Content associated with the Contract will immediately become inaccessible to other Users. after which we will permanently delete the Contract from our servers.

All provisions of the Terms which by their nature should survive termination will survive termination, including, without limitation, Section 9 [Contractor Terms], Section 10 [Client Terms], Section 19 [Ownership of Deliverables], Section 20 [Indemnity and Limitations of Liability], and Section 22 [Disclaimers].

19. Ownership of Deliverables

Ownership and limitations: Except as set forth in any Contract or statement of work, Contractor agrees to grant all copyrights and all other intellectual property rights to the work delivered to Clients in connection with Contracts (“Deliverables”), and the Contractor waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under the U.S. Copyright Act. Deliverables do not meet the requirements of work-for-hire or when the US Copyright Act does not apply, the Contractor will expressly agrees to assign to Client the copyright to the Deliverables. All transfer and assignment of intellectual property to Client will be subject to full payment pursuant to the relevant Contract terms, Clients may not use the Deliverables if payment is not made in full or the Contract is cancelled for any reason. For avoidance of doubt, for custom Deliverables (such as art work, design work, report generation, etc.), the Deliverables will be the exclusive property of the Client, and the Contractor assigns all rights, title and interest in the Deliverables to the Client. Contractors further confirm that whatever information they receive from the Client that is not in the public domain, will be kept confidential and will not be shared or used for any purpose whatsoever other than for the delivery of the Deliverables or performance of services for the Client.

20. Limitation of Liability; Indemnification

Deel is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.

Deel assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that Deel's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon Deel's actual receipt of payment from the Client.

You agree to defend, indemnify and hold harmless Deel its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.

21. Force Majeure

You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.

22. Disclaimers

Deel is not a law firm, and is not permitted to engage in the practice of law. Deel employees do not act as your attorney or otherwise provide legal advice to you.

The Contract templates, Forms, and other sample document available to you on Deel are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.

Your use any portion of the Services does not create an attorney-client relationship with us. You understand and agree that you or your attorneys or advisors represent you in any legal matter you undertake related in any manner to any Template, form or any other document you obtain through the Platform. Accordingly, while communications between you and Deel are protected by our Privacy Policy, they are not protected by any attorney-client privilege or attorney work product doctrine.

Deel is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies.

The Platform provides Templates, forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is comprised of a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients, and is not intended to be comprehensive of matters specific to your circumstances.

At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.

Deel and the Services are not a substitute for the advice of an attorney. Although Deel takes every reasonable effort to ensure that the Templates, forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on this site is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Deel cannot guarantee that all the information on the site is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.

The Platform contains links to other compliance resources. We provide these links to help you identify and locate other resources that may be of interest to you, and are not intended to state or imply that Deel sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. Any third party information contained on the Platform or on sites we link to is from sources we believe to be reliable, but which we have not independently verified.

Deel is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. You use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.

Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.

Deel makes no express or implied warranties or representations, and Deel has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.

YOUR USE OF THE SERVICES, AND ANY, INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER DEEL NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

DEEL AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICE OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

23. LIMITATION OF LIABILITY.

IN NO EVENT WILL DEEL, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT A USER OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

24. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.

25. Governing Law

These Terms will be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.

26. ARBITRATION AND CLASS ACTION WAIVER

You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in San Francisco, California, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Deel are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Deel will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

27. Amendments

We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service.

28. Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

29. Contact Us

Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these or Terms of Service. You can contact our Customer Support team by submitting a request here. Deel may communicate with you via email or other channels regarding your Account, Platform system updates, and other issues related to your Account.

You may contact us regarding the Service or these Terms by US mail at: Deel, Inc., 650 2nd St, San Francisco, CA 94107, United States, or via email to team@letsdeel.com.

Prohibited Activity List

  • Pornography, prostitution, escorting or other adult services
  • Online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services
  • Pyramid schemes
  • Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances
  • Drug paraphernalia
  • Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals
  • Marijuana dispensaries
  • Any product or service that infringes upon the copyright, trademark or trade secrets of any third party
  • Age-restricted products or services
  • Bail bond services
  • Bidding fee auction services
  • Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments
  • esoteric services (e.g. astrology, psychic reading etc.)
  • Extended warranty services
  • weapons and munitions
  • terroristic or other illegal organizations
  • multi-level marketing, pyramid schemes, any other deceptive marketing services
  • Undefined or poorly described products or services
  • The sale of social media activity (e.g. Twitter followers, Facebook likes, or YouTube views)
  • spyware, malware, virus, back-door, drop dead device or other program installation services
  • Unfair, predatory or deceptive products and services
  • And any other unlawful activity in your jurisdiction

You may not engage in any of the following activities while using the Services:

  • Duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;
  • Access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party's access to or use of the Service or use any device, software or routine that causes the same;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, Accounts registered to other Users, or the computer systems or networks connected to the Service;
  • Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;
  • Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
  • Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
  • Use the Service for illegal, harassing, unethical, or disruptive purposes;
  • Violate any applicable law or regulation in connection with your access to or use of the Service; or
  • Access or use the Service in any way not expressly permitted by these Terms.