In 2013, John Lindsay and Jonathan Chester met one another at Oracle and discovered their mutual passion for Blockchain technology.
In July of 2014, Bitwage was born.
Soon, software developers interested in blockchain technology would come to Bitwage as the invoicing or payroll platform of choice to get paid.
Realizing that John & Jonathan had access to one of the largest pools of international IT blockchain talent in the world, they set out to figure out how to connect these workers to more clients.
This was the birth of Inwage.
70 Zoe Street, Suite 200
San Francisco, CA 94107
This Agreement may be amended at any time in accordance with Section 10.9 below, and your continued use of the Inwage Technology and/or the Inwage Services shall be subject to such amended terms and conditions.
1. REFERRAL OBLIGATIONS.
1.1 MARKETING EFFORTS. InWage will use commercially reasonable efforts to promote and market the Worker’s services (“Services”). Without limiting the generality of the foregoing, InWage will endeavor to effectively identify and develop leads to prospective customers (“Prospects”) on behalf of the Worker.
1.2 MARKETING PRACTICES. InWage will
(i) conduct business in a manner that reflects favorably at all times on the Services and the good name, goodwill, and reputation of the Worker,
(ii) strictly avoid any and all deceptive, misleading, illegal, immoral or unethical practices that are or might be detrimental to the Worker, the Services, or the public, including but not limited to, disparagement of the Worker or the Services,
(iii) make no false or misleading representation with respect to the Services,
(iv) not publish or use any misleading or deceptive advertising material, and
(v) make no representations with respect to the Services that are inconsistent with the literature distributed by the Worker, including all warranties and disclaimers contained in such literature.
1.3 REFERRAL ELIGIBILITY. InWage will notify Worker of Prospects by:
(i) providing the name of a given Prospect and the name and contact information for an employee of the Prospect; and
(ii) submitting the information to a designated officer from Worker via e-mail. In order to qualify for payment of the Compensation specified in Section 1.4, Prospect and Worker must execute a valid and binding services agreement (“Commitment”) within six (6) months following the submission by InWage of a valid Prospect. Upon receipt of such form, Worker will validate said Prospect by determining that either of the following criteria are met:
(a) the Prospect has not been in previous contact with Worker; or
(b) the Prospect was in previous contact with Worker, but the Prospect and Worker decided not to subsequently undertake negotiations for the purpose of executing a Commitment. In the event that Worker refuses to validate any Prospect for any reason, Worker will notify InWage to such effect and include with such notification the basis for such non-validation.
1.4 COMPENSATION. InWage shall receive, from Worker, ten percent (10%) of the Net Revenue (as defined below) generated by a Prospect entering into a Commitment during the first year of the relationship between the Prospect and the Worker (a “Commitment Fee”). Except as set forth herein, “Net Revenue” shall mean revenue actually received by the Worker from a Prospect, less any refunds or discounts.
1.5 NON-EXCLUSIVITY. Nothing in this Agreement will be construed as limiting in any manner Worker’s marketing or representation activities or its appointment of other referral partners or agents anywhere in the world. Similarly, nothing in this Agreement will be construed as requiring InWage to provide every lead for prospective customers to Worker.
2. COLLECTION OF REVENUE FROM WORKER COMMITMENTS.
2.1 USE OF BITWAGE PLATFORM. Worker shall require all Prospects entering into Commitments with Worker to use the payment platform provided by BitWage, Inc. (“BitWage”), InWage’s parent company to pay all fees due to Worker. Each contract representing a commitment shall include the following provision, unless given express written permission from Inwage:
“Company shall make all payments hereunder to Worker using a BitWage account linked to Worker’s invoicing account on the invoicing / payment platform provided by BitWage, Inc. No payments shall be made directly to worker via check, ACH or otherwise.”
2.2 INVOICING. Worker shall send all invoices related to Commitments to its customers through the BitWage invoicing platform provision, unless given express written permission from Inwage.
2.3 AUDIT. InWage shall have the right to audit the books and records of Worker once during any calendar year to confirm Worker’s compliance with its obligations in this Section 2 during Worker’s normal business hours. If InWage determines that Worker’s customers obtained through the efforts to InWage have made payments to Worker other than through the BitWage platform(s), then Worker shall be liable for, and promptly pay to BitWage, all fees which BitWage would have otherwise received, plus five percent (5%).
3. THIRD PARTY BENEFICIARY.
BitWage shall be deemed to be a party hereto for the purpose of enforcing Worker’s obligations to BitWage in Sections 2 and 5.2.
4. TERM AND TERMINATION.
4.1 Unless terminated earlier as provided herein, this Agreement will have an initial term of one (1) year from the Effective Date of this Agreement, and will be renewed for a one (1) year term on the anniversary of the Effective Date unless cancelled by either party at will upon at least thirty (30) days written notice prior to the commencement of a new term.
4.2 This Agreement may be terminated by either party for cause immediately upon the occurrence of any of the following events:
(i) If the other party breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach; or
(ii) If the other will seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within one hundred twenty (120) days).
4.3 Upon termination of this Agreement by either party
(i) all rights of InWage hereunder (other than InWage’s right to receive continuing Commitment Fees pursuant to Section 1.4) will terminate;
(ii) InWage will immediately discontinue making all representations or statements from which it might be inferred that any relationship exists between InWage and Worker;
(iii) InWage will immediately return to Worker all Confidential Information, catalogues and literature in its possession, custody or control in whichever form held (including all copies or embodiments thereof) and will cease using any trademarks, service marks and other designations of Worker; and
(iv) the provisions of Sections 3, 4, 5, 6, 7, 9 and 10 will remain in effect; and the provisions of Section 6 will remain in effect until the second year anniversary of the date of termination.
5.1 InWage shall be responsible for payment of all taxes to which the Commission Fee is subject. InWage agrees to indemnify and hold Worker harmless against any taxes, including penalties, duties and interest levied by any government on the Commission Fee.
5.2 Neither InWage nor BitWage shall be responsible for any taxes arising from payments made by Worker’s customers to Worker pursuant to Section 2.
6. CONFIDENTIAL INFORMATION.
6.1 DEFINITION OF CONFIDENTIAL INFORMATION. The parties anticipate that Worker may disclose Confidential Information to InWage. For purposes hereof, “Confidential Information” means any proprietary business information disclosed by Worker to InWage, including, without limitation, information relating to Worker’s customers, designs, costs, products and services, pricing, finances, marketing plans, business opportunities, personnel, research and development. Without limiting the foregoing, the terms and conditions of this Agreement is the Confidential Information of both parties.
6.2 CONFIDENTIALITY OBLIGATIONS. InWage will not use Worker’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those that need to know such Confidential Information for the performance of this Agreement, provided that each such person is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. InWage will use all reasonable efforts to maintain the confidentiality of Worker’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance.
7. USE OF TRADEMARK.
InWage may make use of Worker’s trademarks for the sole purpose of promoting the Services. Any such use shall be in accordance with the Worker’s trademark policies. It is expressly understood that this Agreement does not grant InWage any interest in the Worker’s trademarks or any other intellectual property rights.
8. INDEPENDENT CONTRACTOR.
InWage’s relationship with Worker will be that of an independent contractor and not that of an employee. InWage will not be eligible for any employee benefits, nor will Worker make deductions from payments made to InWage for employment or income taxes, all of which will be InWage’s responsibility. InWage will have no authority to enter into contracts that bind Worker or create obligations on the part of Worker without the prior written authorization of Worker.
9. LIMITED LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF COMPANY IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. INWAGE’S LIABILITY SHALL NOT EXCEED THE AGGREGATE AMOUNT OF COMMITMENT FEES ACTUALLY RECEIVED BY INWAGE DURING THE SIX MONTH PERIOD PRIOR TO DATE THAT ANY DAMAGES ARE ALLEGED TO HAVE OCCURRED.
10. GENERAL PROVISIONS.
10.1 WAIVER. The failure or forbearance of InWage or Worker to enforce any right or claim against the other party shall not be deemed to be a waiver by InWage or Worker of such right or claim or any other right or claim hereunder. The waiver by InWage or Worker of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
10.2 FORCE MAJEURE. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the obligation for the payment of money) on account of any cause that is beyond the reasonable control of such party.
10.3 SEVERABILITY. If any provision hereof is determined in any proceeding binding upon the parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement shall continue in full force and effect.
10.4 APPLICABLE LAW AND VENUE. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of California, without regard to its conflict of laws principles.
10.5 EQUITABLE RELIEF. Each party acknowledges that a violation of this Agreement by the other party may cause irreparable harm to such party and that the party may have no adequate remedy at law. Accordingly, each party agrees that the other party shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to seek injunctive relief in any court of competent jurisdiction to restrain any breach or threatened breach of this Agreement or otherwise to specifically enforce any provision of this Agreement.
10.6 COUNTERPARTS. This Agreement may be executed in counterparts and exchanged via email transmission and each email transmitted counterpart bearing a signature shall be an original for all purposes and all such counterparts shall constitute one and the same agreement.
10.7 ARBITRATION. Except for the right of either party to apply to a court of competent jurisdiction for a Temporary Restraining Order, Preliminary Injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of the arbitrator, any and all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (AAA) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties or in accordance with AAA rules. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement.
10.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject hereof and supersedes all prior proposals, agreements, negotiations, correspondence, demonstrations, and other communications, whether written or oral, between InWage and Worker. No amendment of any provision hereof shall be effective unless made in writing signed by both InWage and Worker.
The Inwage security policy includes information such as threats, threat agents, controls, and uncontrolled risks that involve its business and it is designed to prevent potential security issues that may affect the company and/or its customers. The policy is regularly reviewed to make sure its software, systems, and practices are in full-compliance with it.
Inwage has a complete internal information security program that is designed to align with ISO and NIST standards as well as industry best practices for job placement organizations.
Inwage production servers and data are secured using full-disk encryption and backups. Servers use intrusion detection software including cryptographic hashes to detect filesystem tampering. Essential services are segregated by function to protect any possible vulnerabilities from exposing another unrelated service.
Personal information is encrypted using enterprise grade and industry standard AES 256 encryption. We protect against various attacks such as SQL injection and CSRF attacks on form submissions. We protect against brute force attacks with proactive techniques such as rate limiting, account locks, and ip-blacklisting. We have a session time-out after a short time period of inactivity to protect against an attacker accessing an unattended account.
We hash passwords stored in the database using a cryptographically strong hashing algorithm. We check for strong passwords (minimum length, sufficient entropy) on account creation and password reset. Further, we require Two Factor Authentication via SMS, Google, or Bitwage Authenticator to login and for sensitive data inputs while logged in.
The Inwage site runs over encrypted SSL (https). Inwage uses the following browser security features:
X-Frame-Options: Protects against clickjacking by preventing the embedding of the site into an HTML frame.
X-XSS-Protection: Blocks XSS attacks.
Strict-Transport-Security: Reduces impact of bugs leaking session data through external links and defends against Man-in-the-Middle attacks.
HTTPOnly Cookies: Prevents client-side scripts from retrieving cookie values and is a defense against XSS attacks.
Secure Cookies: Prevents cookies from being observed as plain text while being sent over the network.
Content Security Policy: Prevents cross site scripting and cross-site injections.
Inwage employees must pass a background check administered by our Compliance Officer before being hired. We use unique passwords for every third-party service, and two factor authentication with each available third party service. Employees are required to use strong passwords, screen locking, and encrypted hard drives. Further, all employees must perform annual information security awareness training to ensure they are aware of the most current trends and techniques in security.
We will not ask for your account information (email and password) via email. If you receive such an email you may be a target of fraud. Please report suspicious-looking emails to email@example.com.