We are OSINT Central. This document explain the rules regarding being a user on our sites and services.

We call these rules our User Agreement. By we, we mean OSINT Central and our affiliates, which we may also refer to as us.This User Agreement (this “Agreement”) is between you and OSINT Central B.V. as described below.

This Agreement contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you and us, governing your use of OSINT Central’s Site and Site Services (collectively, “Services”).

This Agreement is part of the Terms of Service. You understand that by using the our Services (which generally means using in any way our OSINT marketplace osint-central.com or our applications), and by clicking accept when prompted on the Site, or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement and all other agreements which constitute our Terms of Service, including Section 14 of this Agreement which contains an arbitration agreement that applies to claims brought against OSINT Central.

To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. So it’s important you check the site on a regular basis for updates.

You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.

If you want to use our marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14).

If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services.

If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit osint-central.com, use our mobile applications, or otherwise use our Services.

If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.

To make these terms a little easier to understand, we capitalize certain terms and capitalizing them means they have a special meaning. The definitions section in this document defines some capitalized terms and others are defined throughout the Terms of Service (look for quotation marks and bold font).

Table of Contents

Definitions

Capitalized terms not defined below or above have the meanings described in the Terms of Use or elsewhere in the Terms of Service.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, or provided in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that:

1. is generally known by third parties as a result of no act or omission of Researcher or Sponsor;
2. was lawfully received by User without restriction from a third party having the right to disseminate the information;
3. 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
4. was independently developed by User without use of another person’s Confidential Information.

“Escrow Account” means Sponsor Escrow Account, or Researcher Escrow Account.

“Escrow Instructions” means the Research Contract Escrow Instructions agreement that is relevant to the Research Contract.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to us, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as we may accept from time to time in our sole discretion.

“Project” means an engagement for Research Services that a Researcher provides to a Sponsor under a Research Contract on the Site.

“Research Contract” means the contractual provisions governing a contract for which Sponsor has indicated a maximum achievable award fee for requested results agreed between a Sponsor and a Researcher, prior to the commencement of the Research Contract, for the completion of all Research Services contracted by Sponsor for such Research Contract.

“Research Job” means the job posting by a Sponsor on the Site meant to receive applications by Researchers to perform the Research Services and deliver the Work Product to the Sponsor.

“Research Services” means all services performed for or delivered to Sponsors by Researchers.

“Researcher” means any authorized User of the Site or Site Services, that utilizes the Site to advertise, provide, or receive payment for the provision of Research Services to Sponsors, including Agency Member Accounts and Researcher Accounts that are part of Agency Accounts.

“Researcher Fees” means the fee(s) awarded by a Sponsor to a Researcher after the Researcher delivered results within a Research Contract.

“Sponsor” means any authorized User of the Site or Site Services, to seek or obtain Research Services, including from another User.

“Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to OSINT Central, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Researcher agrees to create for, or actually delivers to, Sponsor as a result of performing the Research Services, including, but not limited to, images, documents, diagrams, data files, and anything else produced in connection with the work.

1. Accounts

1.1 Registration

To access and use parts of our Services, you must register for an account with us (“Account”). Registered users of our Services are "Users", and unregistered users are “Site Visitors”.

Your Account registration is subject to approval by us. We reserve the right to decline or rescind your registration to join OSINT Central, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

1.2 Account eligibility

We offer the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you:

1. are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity);
2. will use our Services for business purposes only;
3. will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Research Services; and
4. are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.

1.3 Account profile

To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public.

You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current.

You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading.

We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.

1.4 Account Types

We offer different Account Types. When you register for your Account you also have to chose an Account Type. If you also want an account of a different Account Type, you will need to register another Account.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.

1.4.1 Sponsor Account

You can register for an Account to use the Services as a Sponsor (a “Sponsor Account”), which allows you to publish Research Jobs. Sponsor Accounts have a feature that allows the account owner to invite other people to register as a User (“Sponsor Members”) to act on behalf of the Sponsor Account.

1.4.2 Researcher Account, Agency Account and Agency Members

You can register for an Account to use the Services as a Researcher (a “Researcher Account”), which allows you to apply for Research Jobs.

Inside a Researcher Account you have the option to upgrade your Researcher Account to represent an agency (”Agency Account”) and become the agency owner (”Agency Owner”).

Agency Accounts have a feature that allows the Agency Owner to invite other Researcher Accounts to be part of the agency (“Agency Members”) and to act on behalf of the Researcher Account and the Agency Account.

As Agency Owner you acknowledge and agree that you are solely responsible, and assume all liability, for:

1. the classification of your Agency Members as employees or independent contractors; and
2. paying your Agency Members in accordance with applicable law or contract for work performed on behalf of the Agency Account for Projects.

As Agency Owner you further acknowledge and agree that:

1. the Agency Account may determine the Profile visibility and pricing/rate information of any of its Agency Members; and
2. Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

1.5 Account permissions

You may provide other Users permissions to act on your Account only as described in Section 1.4 and you agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business.

By granting other Users permissions under your Account, including as a Sponsor Member or Agency Member, you represent that:

a. the User is authorized to act on your behalf; and

b. you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Research Contracts and the Terms of Service.

If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. When an Account is closed, we may close any related Accounts as well.

1.6 Identity and location verification

When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on OSINT Central.

You authorize us, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law.

When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity.

During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.

1.7 Usernames and passwords

Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone.

You are responsible for safeguarding your username and password and for any use of our Services with your username and password.

You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password.

You further agree not to use the Account or log in with the username and password of another User.

See Section 1.5 Account Permissions for information on allowing another registered User to act on your behalf in your Account.

2. Purpose

Our Site is a marketplace where Sponsors and Researchers can identify each other and advertise, buy, and sell Research Services online.

Subject to the Terms of Service, we provides the Services to Users, including hosting and maintaining the OSINT Central Site, facilitating the formation of Research Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts.

When a User enters a Research Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Research Contract.

2.1 Relationship with OSINT Central

We offer a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Research Services, and make and receive payments through escrow.

We neither perform nor employ individuals to perform Research Services. You acknowledge and agree that we do not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Research Contract and agree that:

1. we are not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible;
2. we are not responsible for the offering, performance, or procurement of Research Services;
3. we do not make any representations about or guarantee any particular User’s offered services; and
4. nothing will create an employment, agency, or joint venture relationship between us and any User offering services.

While we may provide certain badges on Researcher or Sponsor profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Researcher or Sponsor to complete a Research Contract.

You further acknowledge and agree that Users, and not us, are solely responsible for

1. evaluating and determining the suitability of any Project, Sponsor, or Researcher;
2. assessing whether to enter into a Research Contract with another User and for verifying any information about another User, including Composite Information;
3. deciding whether to enter into a Research Contract on OSINT Central as well as the contract terms; and
4. negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them.

All Research Contracts between Users are directly between the Users and we are not a party to those contracts.

If you are an Agency or Agency Member, you expressly acknowledge and agree that, in addition to the provisions above, the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency.

Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 Taxes and benefits

Researcher acknowledges and agrees that Researcher is solely responsible for:

1. all tax liability associated with payments received from Researcher’s Sponsors and through OSINT Central, and that we will not withhold any taxes from payments to Researcher unless required to under applicable law;
2. obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Researcher is not covered by or eligible for any insurance from us;
3. determining and fulfilling Researcher’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and
4. determining if we are required by applicable law to withhold any amount of the Researcher Fees and notifying us of any such requirement and indemnifying us for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).

In the event of an audit of OSINT Central, Researcher agrees to promptly cooperate with us and provide copies of Researcher’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Researcher is engaging in an independent business as represented to us.

2.3 Marketplace feedback and user content

You acknowledge and agree that Users publish and request us to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Researchers or Sponsors voluntarily submit to us and does not constitute an introduction, endorsement, or recommendation by us.

You agree that we are not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services.

You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that we may make available to other Users individual and composite feedback about Users, including you.

You acknowledge and agree that any feedback results for you, including your Job Success Score and other User Content highlighted by us on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users.

We are not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify us of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that we may rely on the accuracy of such information if you do not.

We provide our feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person.

You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We generally do not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. We reserve the right (but are under no obligation) to remove posted feedback or information that we determine violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of OSINT Central.

3. Contractual relationship between Sponsor and Researcher

3.1 Research Contracts

As provided in Section 2.1 above, if a Sponsor and a Researcher decide to enter into a Research Contract, the contract is a contractual relationship directly between the Sponsor and the Researcher; we are not responsible for and are not a party to any Research Contract and under no circumstances will any such contract create an employment or any service relationship between us and any User.

With respect to any Research Contract, Sponsors and Researchers may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, etc.), provided that those agreements do not conflict with, narrow, or expand our rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.

The parties to a Research Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.

The parties to a Research Contract expressly agree that the Optional Service Contract Terms will and do apply to their contract to the extent that they have not agreed to other terms or agreements that conflict with the Optional Service Contract Terms.

Users are solely responsible for deciding whether to use the Optional Service Contract Terms, and we do not assume any responsibility for any consequence of using the Optional Service Contract Terms, which are provided as a sample only and may not be appropriate for all jurisdictions or all contracts.

The Optional Service Contract Terms are not intended to and do not:

1. constitute legal advice;
2. create an attorney-client relationship; or
3. constitute advertising or a solicitation of any type.

You should seek legal advice from a licensed attorney for your particular needs.

3.2 Disputes among Users

For disputes arising between Sponsors and Researcher, you agree to abide by the dispute resolution process that is explained in the Escrow Instructions. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that we will not and are not obligated to provide any further dispute resolution assistance.

If Researcher or Sponsor seeks an order from an arbitrator or court that might direct us, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will:

1. give us at least five (5) business days’ prior notice of the hearing on the order;
2. include in any such order a provision that, as a precondition to any obligation affecting us or our Affiliates we be paid in full for any amounts to which we would otherwise be entitled; and
3. include in any such order a provision that, as a precondition to any obligation affecting us or our Affiliates, we are paid for the reasonable value of the services the order obligates us to undertake.

3.3 Confidential Information

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If Users do not agree to their own confidentiality terms, this Section 3.3 (Confidential Information) applies.

To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract is never agreed to.

4. Worker classification

Sponsor is solely responsible for and assumes all liability for determining whether Researchers should be engaged as independent contractors or employees and engaging them accordingly. Sponsor warrants its decisions regarding classification are correct and its manner of engaging Researchers complies with applicable laws, regulations, and rules. We are not responsible for worker classification as between Sponsor and Researcher, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between us and a User.

5. OSINT Central fees

5.1 Researcher fees

Researcher Service Fees. Researchers agree to pay us a service fee for the use of the Services (including marketing, invoicing, reporting, payment, and dispute resolution services), as set forth in the Fee Agreement (the “Researcher Service Fees”).

Researcher is responsible for paying all Researcher Service Fees.

When a Sponsor pays a Researcher for a Research Contract or when funds related to a Research Contract are otherwise released to a Researcher as required by the applicable Escrow Instructions (see Section 6.1), we will credit the Researcher Escrow Account for the full amount paid or released by the Sponsor, and then subtract and disburse to us the Researcher Service Fee.

Researcher hereby irrevocably authorizes and instructs us to deduct the Researcher Service Fee from the Researcher Escrow Account and pay us on Researcher’s behalf.

If Researcher chooses to withdraw funds in a currency other than U.S. dollars, we will impose a foreign currency conversion charge, and the rate may differ from rates that are in effect on the date of the payment. You may be able to obtain a better rate from your bank or financial institution.

Researcher Membership Fees. Researchers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Services, by payment of subscription membership fees as described in the Researcher Membership Agreement.

Disbursement Fees. Researcher will pay us a disbursement fee for remitting payments to their preferred payment method. This fee is paid to us in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method is listed on the Site and is subject to change.

5.2 Sponsor fees

Sponsor Service Fee. Sponsors agree to pay us a service fee for the use of the Services, as set forth in the Fee Agreement (the “Sponsor Service Fees”).

Sponsor is responsible for paying all Sponsor Service Fees.

When a Sponsor pays a Researcher for a Research Contract or when funds related to a Research Contract are otherwise released to a Researcher as required by the applicable Escrow Instructions (see Section 6.1), we will deduct the Sponsor Escrow Account for the full amount paid or released by the Sponsor plus the Sponsor Service Fee, and then disburse to us the Sponsor Service Fee.

Sponsor hereby irrevocably authorizes and instructs us to substract the Sponsor Service Fee from the Sponsor Escrow Account and pay us on Sponsor’s behalf.

Sponsor Membership Fee. Sponsors may subscribe to different levels of participation and privileges on the Site to access additional features and Site Services, by payment of subscription membership fees and by purchasing as described in the Sponsor Membership Agreement.

5.3 VAT and other taxed

Our fees are exclusive of taxes.

We do not collect taxes we are not required to collect, but we may be required by applicable law to collect certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes).

These collection requirements and rates may change based on changes to the law in your area.

Any amounts we are required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to us under the Terms of Service.

5.4 No fee for introducing or for finding projects

We do not introduce Sponsors to Researchers.

We offer a platform that enables Researchers to introduce themselves and may from time to time highlight Research Jobs or Researchers that may be of interest.

Therefore, we do not charge a fee when a Researchers finds a suitable Sponsor or finds a Research Job.

In addition, we do not charge any fee or dues for posting or viewing feedback, including Composite Information.

6. Payment terms and Escrow Services

6.1 Escrow Services

Via our service providers, we provide escrow services to Users to deliver, hold, and receive payment for a Research Contract, and to pay fees to us (“Escrow Services”).

The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.

6.1.1 Escrow Instructions

We will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions.

You acknowledge and agree that we act merely as a remote escrow agent. We have fully delivered the Escrow Services to you if we (through our service providers) provide the Escrow Services described in this Agreement and the applicable Escrow Instructions.

We are only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions.

We will release funds from any Escrow Account in reliance on your authorization, this Agreement, and the applicable Escrow Instructions or as required by applicable law.

Research Contracts. If Users choose a Research Contract, then the Users agree that they will be bound by, and we will follow, the Research Contract Escrow Instructions.

6.1.2 Escrow accounts

We will use and release funds deposited in an Escrow Account only in accordance with this Agreement, the applicable Escrow Instructions, and applicable law.

Depending on your needs and the applicable Escrow Instructions, we (either directly or through one ofour service providers) will establish and maintain one of two different types of Escrow Accounts:

1. Sponsor Escrow Account. After entering into a Research Contract, the first time a Sponsor makes a payment for a Research Contract, we will arrange and maintain a “Sponsor Escrow Account” to hold funds for the Sponsor to use to make payments for Research Contracts, to receive refunds in connection with Research Contracts, and to make payments to us.
2. Researcher Escrow Account. After entering into a Research Contract, the first time a Researcher uses the Site to receive payment for a Research Contract, we will arrange and maintain a “Researcher Escrow Account” for Researcher to receive payments for Research Contracts, withdraw payments, make payments to us and issue refunds to Sponsors.

You hereby authorize and instruct us to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Research Contract and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions.

Sponsor and Researcher may access current information regarding the status of an Escrow Account on the Site.

6.1.3 Researcher appointment of OSINT Central as agent

If you are a Researcher and you request payment or are awarded a payment by a Sponsor, you hereby appoint us as your agent to obtain funds on your behalf and credit them to your Researcher Escrow Account as you agree in the applicable Escrow Instructions.

Because we are your agent, your must, and hereby do, fully discharge and credit your Sponsor for all payments and releases of funds that we receive on your behalf from or on behalf of such Sponsor.

6.1.4 Title to funds

We, and our Affiliates are not banks. We use service providers to maintain all Escrow Account funds.

The escrow account is separate from our operating accounts and each of our Affiliates. We will not voluntarily make funds deposited in the escrow account available to our creditors, or the creditors of our Affiliates, in the event of a bankruptcy, or for any other purpose.

6.1.5 No interest

You agree that you will not receive interest or other earnings on the funds held in your Escrow Account.

We, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services we provide as provided in the Fee Agreement.

6.1.6 Escrow agent duties

We only agree to perform such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied.

We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service (including this Agreement and the applicable Escrow Instructions).

We will be under no duty to inquire about or investigate any agreement or communication between Sponsor and Researcher, even if posted to the Site.

We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Sponsor or Researcher in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties.

We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request.

We have no duty to solicit any payments or releases that may be due to or from any Escrow Account.

We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us.

If we are uncertain as to our duties or rights under this Agreement or receive instructions, claims, or demands from any party to this Agreement that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Sponsor and Researcher or by a final order or judgment of an arbitrator or court of competent jurisdiction.

6.1.7 Escrow agent right

We have the right to institute arbitration or other legal proceedings if applicable, including depositing funds held in the Escrow Account with a court of competent jurisdiction, in order to resolve any dispute between Sponsor and Researcher related to the Escrow Account.

Except as expressly provided, nothing in this Agreement will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction.

Any corporation or association into which we may be merged or converted or with which we may be consolidated, or any corporation or association to which all or substantially all the escrow business may be transferred will succeed to all the rights and obligations of OSINT Central as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions to the extent permitted by applicable law.

6.2 Sponsor payments on Research Contracts

Research Contracts. Sponsor becomes obligated to pay applicable amounts into the Escrow Account immediately upon publishing a Research Job (for the full amount of the intended reward amount and the applicable Sponsor Service Fee) or upon awarding additional rewards.

When Sponsor authorizes the payment of a Researcher Fee for a Research Contract under the Research Contract Escrow Instructions, Sponsor automatically and irrevocably authorizes and instructs us or our affiliates to charge Sponsor’s Payment Method for the Researcher Fee and applicable Sponsor Service Fee.

Sponsor acknowledges and agrees that failure by Sponsor to decline or dispute a request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions.

6.3 Disbursements to Researchers on Research Contracts

We disburse funds that are available in the applicable Researcher Escrow Account and payable to a Researcher as described in the relevant Escrow Instructions.

A Researcher can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. Otherwise, except as provided in the following paragraph, we will automatically disburse available funds no more than sixty (60) days after the Researcher Fees are released to the Researcher Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold.

For purposes of the Terms of Service, a “Minimum Threshold” is $1,000 for Researchers. Except as provided in the following paragraph, when the funds in the Researcher Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of:

1. Researcher’s request;
2. on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold; or
3. 180 days after the funds are available in the Researcher Escrow Account.

If a Researcher that is located outside of the European Union is not able to withdraw funds due to economic sanctions applicable to us or our payment partners, or due to our payment partners' refusal to service certain geographic areas, we will suspend automatic disbursement as provided in the prior paragraph and will safeguard such funds in an Escrow Account, or in another suitable account, as determined in our sole discretion, until the earlier of:

1. the Researcher is able to and does in fact withdraw the funds, or
2. we are required by law to escheat the funds to an appropriate legal authority, after which the Researcher can seek to recover the funds from such authority.

Except as expressly provided in the Terms of Service or the Escrow Instructions and as prohibited by applicable law, we may refuse to process, may hold the disbursement of the Researcher Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if:

1. we require additional information, such as Researcher’s tax information, government-issued identification or other proof of identity, address, or date of birth;
2. we have reason to believe the Researcher Fees may be subject to dispute or chargeback;
3. we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site or is using the Site unlawfully;
4. we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or
5. we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances

If, after investigation, we determine that the hold on the disbursement of the Researcher Fees is no longer necessary, we will release the hold as soon as practicable.

In addition, except as expressly provided in the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we:

1. suspect fraud or criminal activity associated with your payment, withdrawal, or Research Contract;
2. discover erroneous or duplicate transactions; or
3. have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you or your Sponsor despite our provision of the Services in accordance with this Agreement.

You agree that we have the right to obtain such reimbursement by instructing our Affiliates to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.

6.4 Non-payment of default

If Sponsor is in “default”, meaning the Sponsor fails to pay the Researcher Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of OSINT Central), we will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement.

For the avoidance of doubt, Sponsor will be deemed to be in default on the earliest occurrence of any of the following:

1. Sponsor fails to pay the Researcher Fees when due;
2. Sponsor fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires;
3. Sponsor fails to pay an invoice issued to the Sponsor by us within the time period agreed or, if no period is agreed, within 30 days;
4. Sponsor initiates a chargeback with a bank or other financial institution resulting in a charge made by us for Researcher Fees or such other amount due being reversed to the Sponsor; or
5. Sponsor takes other actions or fails to take any action that results in a negative or past-due balance on the Sponsor’s account.

If Sponsor is in default, we may, without notice, temporarily or permanently close Sponsor’s Account and revoke Sponsor’s access to the Services, including Sponsor’s authority to use the Site to process any additional payments, enter into Research Contracts, or obtain any additional Researcher Services from other Users through the Site.

However, Sponsor will remain responsible for any amounts that accrue on any open Research Contracts at the time a limitation is put on the Sponsor’s Account as a result of the default.

Without limiting other available remedies, Sponsor must pay us upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of five percent (5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, we or our Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Sponsor’s Account; set off amounts due against other amounts received from Sponsor or held by for Sponsor by us or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

We do not guarantee that Sponsor is able to pay or will pay Researcher Fees, and we are not liable for and may reverse Researcher Fees if Sponsor is in default or initiates a chargeback of funds with their financial institution.

Researcher may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Sponsor in the event of a default or may pursue such other remedies against Sponsor as Researcher chooses.

If we recover funds from a Sponsor who initiated a chargeback or who is in default pursuant to this Section 6.4, OSINT Central will disburse any portion attributable to Researcher Fees to the applicable Researcher to the extent not already paid by Sponsor or credited by us through any Payment Protection program.

6.5 No return of funds and no chargebacks

Sponsor acknowledges and agrees that we or our Affiliates may charge or debit Sponsor’s designated Payment Method for the Researcher Fees incurred as described in the applicable Escrow Instructions and the Fee Agreement.

Once we or oue affiliates charges or debits the Sponsor’s designated Payment Method for the Researcher Fees, the charge or debit is non-refundable, except as provided in the applicable Escrow Instructions or as otherwise required by applicable law.

Sponsor also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Sponsor to resolve disputes.

To the extent permitted by applicable law, Sponsor therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Researcher Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of this obligation is a material breach of the Terms of Service.

If Sponsor initiates a chargeback in violation of this Agreement, Sponsor agrees that we or our affiliates may dispute or appeal the chargeback, institute collection action against Sponsor, close Sponsor’s account, and take such other action it deems appropriate.

6.6 Payment Methods

In order to use certain Site Services, Sponsor must provide account information for at least one valid Payment Method.

Sponsor hereby authorizes us, to run credit card authorizations on all credit cards provided by Sponsor, to store credit card and banking or other financial details as Sponsor’s method of payment consistent with our Privacy Policy, and to charge Sponsor’s credit card (or any other Payment Method) for the Researcher Fees and any other amounts owed under the Terms of Service.

To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Site or by authorizing payments with the Payment Method, Sponsor represents that:

1. Sponsor is legally authorized to provide such information;
2. Sponsor is legally authorized to make payments using the Payment Method(s);
3. if Sponsor is an employee or agent of a company or person that owns the Payment Method, that Sponsor is authorized by the company or person to use the Payment Method to make payments on OSINT Central; and
4. such actions do not violate the terms and conditions applicable to Sponsor’s use of such Payment Method(s) or applicable law.

When Sponsor authorizes a payment using a Payment Method via the Site, Sponsor represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Sponsor’s Payment Method(s), Sponsor is solely responsible for paying such amounts by other means.

We are not liable to any User if we do not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method.

We will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

6.7 U.S. Dollars, Euros and foreign currency conversion

The Services operate in U.S. Dollars for Research Contracts and U.S. Dollars and Euros for memberships.

If a User’s Payment Method is denominated in a currency other than the requested currency for a payment, the Site may (now or in the future) display foreign currency conversion rates that we or our other Affiliates can make available to convert supported foreign currencies. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site.

Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to the payment currency at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site.

If foreign currency conversion is required to make a payment in U.S. Dollars or Euros and we do not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, we or one of our Affiliates will charge, debit, or credit the User’s Payment Method in U.S. Dollars or Euros and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider.

The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved.

The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk.

We and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars or Euros or for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.

7. Non-circumvention

7.1 Making payments through OSINT Central

You acknowledge and agree that a substantial portion of the compensation we receive for making the Site available to you is collected through the fees described in Section 5 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the “OSINT Central Relationship”).

We only receive the fees when a Sponsor and a Researcher pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an OSINT Central Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”).

If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not:

• Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
• Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
• Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify us immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to OSINT Central.

You acknowledge and agree that a violation of this Section 7.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.

7.2 Communication through the Site; Not sharing contact details

Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Research Contract.

You agree that prior to entering into a Research Contract, you

1. will use OSINT Central as the sole manner to communicate with other Users;
2. will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site;
3. will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of OSINT Central;
4. will not ask for, provide, or attempt to identify through public means the contact information of another User; and
5. will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook.

Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.

You acknowledge and agree that a violation of this Section 7.2 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.

7.3 Opting out

You may opt out of the obligations in Section 7.1 with respect to each OSINT Central Relationship only if the Sponsor or Researcher pays us a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each OSINT Central Relationship, unless Sponsor and Researcher have had an OSINT Central Relationship for at least two (2) years.

To learn more about the Conversion Fee or how to pay it visit our Help Center, contact us.

You understand and agree that if we determine that you have violated Section 7, it may

1. charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days;
2. close your Account and revoke your authorization to use the Services; and
3. charge you for all losses and costs (including any and all time of our internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

You agree that the Conversion Fee is 13.5% of the estimated rewards to the Researcher over a twelve (12) month period with a minimum of $1,000 USD. The Conversion Fee includes all applicable taxes.

If Sponsor and Researcher have had an OSINT Central Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes.

The Conversion Fee is not refundable.

8. Records of compliance

You are solely responsible for creation, storage, and backup of your business records. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

9. Warranty disclaimer

We and our affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we and our affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

10. Limitation of liability

We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

1. your use of or your inability to use our Site or Site Services;
2. delays or disruptions in our Site or Site Services;
3. viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
4. glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
5. damage to your hardware device from the use of the Site or Site Services;
6. the content, actions, or inactions of third parties’ use of the Site or Site Services;
7. a suspension or other action taken with respect to your Account;
8. your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
9. your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will we, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. Our liability, and that of our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500 or (b) any fees retained by us with respect to research contracts on which User was involved as Sponsor or Researcher during the six-month period preceding the date of the claim.

These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

11. Release

In recognition of the fact that we are not a party to any contract between Users, you hereby release us, our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement.

This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Research Services provided to Sponsor by a Researcher and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

This release will not apply to a claim that we failed to meet our obligations under the Terms of Service.

12. Indemnification

You will indemnify, defend, and hold harmless OSINT Central, our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of:

1. your or your agents’ use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through use of the Services;
2. any Work Product or User Content related to your use of the Services;
3. any Research Contract entered into by you or your agents, including, but not limited to, the classification of a Researcher as an independent contractor, any employment-related claims;
4. your or your agents’ failure to comply with the Terms of Service;
5. you or your agents’ failure to comply with applicable law;
6. negligence, willful misconduct, or fraud by you or your agents; and
7. you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights.

For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

13. Agreement term and termination

13.1 Termination

Unless both you and us expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to legal@osint-central.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Accounts will be closed.

You agree that we are not a party to any Research Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Research Contract entered into between Users.

If you attempt to terminate this Agreement while having one or more open Research Contracts, you agree:

1. you hereby instruct us to close any open contracts;
2. you will continue to be bound by this Agreement and the other Terms of Service until all such Research Contracts have closed on the Site and your access to the Site has been terminated;
3. OSINT Central will continue to perform those Services necessary to complete any open transaction between you and another User; and
4. you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Research Contracts, whichever is later, to us for any Services or such other amounts owed under the Terms of Service and to any Researcher for any Research Services.

Without limiting our other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if:

1. you breach any terms and conditions of this Agreement or any portion of the Terms of Service;
2. we have reasonable reason to believe that you have provided false or misleading information to us;
3. we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or

4. we are required to by law, legal process, or law enforcement.

   If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without our prior written consent.

If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if we decide to temporarily or permanently close your account, we have the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Research Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that we will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.

13.2 Account data on closure

Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which we expressly disclaim liability. We may retain some or all of your Account information as permitted or required by law and the Privacy Policy.

13.3 Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates.

The termination of this Agreement for any reason will not release you or us from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.

14. Disputes between you and OSINT Central

Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration.

14.1 Dispute process, arbitration, and scope

If a dispute arises between you and us or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, us, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with us (including without limitation any claimed employment with OSINT Central or one of our Affiliates or successors), the termination of your relationship with us, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).

By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A COURT TRIAL. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties.

14.2 Choice of law

This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of law provisions.

14.3 Informal dispute resolution

Before serving a demand for arbitration of a Claim, you and OSINT Central agree to first notify each other of the Claim. You agree to notify us of the Claim by email to legal@osint-central.com, and we agree to provide to you a notice at your email address on file (in each case, a “Notice”).

You and OSINT Central then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or OSINT Central, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and OSINT Central will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.

14.4 Binding arbitration

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, us, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator in the Netherlands.

15. General

15.1 Entire agreement

This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. The only exception to this is an Enterprise Agreement or similar agreement for premium services executed by a duly authorized representative of OSINT Central (“Premium Agreement”), in which cases these Terms of Service are superseded to the extent stated in such Premium Agreement but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Agreement.

15.2 Modifications; Waiver

Subject to the conditions set forth herein, we may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site.

We will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email.

If the Substantial Change includes an increase to Fees charged by us, we will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change.

Any revisions to the Terms of Service will take effect on the noted effective date.

No modification or amendment to the Terms of Service will be binding upon us unless they are agreed in a written instrument signed by a duly authorized representative of OSINT Central or posted on the Site by us.

Email will not constitute a written instrument as contemplated by this Section 15.2.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.3 Assignability

These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you without our prior written consent, which can be requested via email at legal@osint-central.com. Any other attempted transfer or assignment will be null and void.

15.4 Severability; Interpretation

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will 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 one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

15.5 Force majeure

The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.

15.6 Prevailing language and location

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

The Site is controlled and operated from our facilities in the Netherlands.

15.7 Access of the Site outside of The Netherlands

We make no representations that the Site or Services are appropriate or available for use outside of the The Netherlands.

Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the The Netherlands and abroad, including export and import regulations.

In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are:

1. a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act;
2. a citizen or resident of, or located in, a geographic area that is subject to EU or other sovereign country sanctions or embargoes; or
3. an individual, or an individual employed by or associated with an entity, identified on an Dutch or EU embargo/sanctions list, or under other economic sanction rules of any sovereign nation.

You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.

15.8 Consent to use electronic records

We and our Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from us and our Affiliates rather than in paper form.