Terms of Service - Nexus Works

Last Updated October 26, 2023

1. Acknowledgement and Acceptance of Terms: Welcome Clients and Students! Nexusworks.org is presented to you by Thecla, LLC, a Louisiana limited liability company (hereinafter, “NexusWorks”, “us”, “we” or “our”). In order to use Nexusworks.org, you must qualify as a Student or Client (as such terms are defined below). NexusWorks is excited to provide you with access to Nexusworks.org subject to your compliance with all the terms, conditions and notices contained in these Terms of Service, as well as any other written agreement between you and NexusWorks (the “Terms of Service”). When using Nexusworks.org, users shall also be subject to any posted rules, guidelines, confidentiality and non- disclosure agreements or other requirements contained in any services, documents, agreements or materials on Nexusworks.org and/or provided by Us or a Client or otherwise made available to a Client or Student in connection with the use of Nexusworks.org and/or a Project or Project Listing. All such rules, guidelines, confidentiality agreements or other requirements are hereby incorporated by reference into the Terms of Service. BY USING NEXUSWORKS.ORG, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH NEXUSWORKS.ORG, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH NEXUSWORKS.ORG, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SERVICES, CONTENT OR OTHER INFORMATION. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THE TERMS OF SERVICE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF NEXUSWORKS.ORG. The Terms of Service are effective as of October 2023. We expressly reserve the right to change the Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of Nexusworks.org after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.

2. Summary: Here at NexusWorks, we are all about win/win relationships and believe we have found the best solution to saving businesses time, money, and resources while providing the opportunity for students to gain hands-on, real-world experience, and mentorship. Our short-term, project-based model redefines the student work experience, emphasizing a more community-oriented, supportive environment. We are able to work directly with small to midsize businesses to identify their needs, whether internal or external, and help create an attractive project listing to kick-start their relationship with our vetted students. Our by students, for students approach, gives us a direct line of access to what students want out of their work experience, allowing us to provide helpful and honest feedback to businesses to create a more positive and mutually beneficial work environment. Most importantly, projects are available anytime, anywhere, as to not exclude students from the opportunity to gain tangible work experience, and supporting the movement to lessen the internship access gap by offering fair-paid, mentoring, and learning experiences through NexusWorks.

3. Description of Services: Following is an overview of some of the services NexusWorks will provide to Clients and Students through Nexusworks.org:

Connect businesses to students through Nexusworks.org for short-term Projects.
No fee is due or owed until Client identifies a Student to work on a Project.
Assist Clients in identifying business needs and goals that could be filled by a Student.
Support the expansion and growth of small to midsize businesses through targeted and personalized Project Listings.
Market Projects to ideal Students for your Project.
If any Project has a Project Fee in excess (or if the aggregate amount paid by Client to the same Student is in excess) of the minimum amount required for issuance of a 1099-Miscellaneous, the Student shall be required to provide a W-9 to Client prior to commencement of any work on the Project.
Upon identifying a Student to complete a Project, the Client shall pay the Project Fee to NexusWorks to be held in an escrow account until the Project is completed and Client accepts the Work Product; provided, however, the NexusWorks Fee shall be immediately released and paid to NexusWorks.
There is no fee to create an account as a Client or Student, or post or Project; provided, however, if a Client engages a Student to perform work for Client outside of Nexusworks.org, Client shall nonetheless be responsible for payment of the NexusWorks Fee.
Assist Students in identifying career goals and interests.
Offer career development, application, and networking resources for Students
Advocate for fair pay, labor, and experience for Students.
Facilitate payment, legal and logistical issues between Client and Student to insure a successful Project.
Prior to performing any work on a Project, a Student shall execute a confidentiality and non-disclosure agreement in form and substance acceptable to Client.
Any Work Product produced by a Student is and shall remain the sole and exclusive property of Client.
Upon completion of a Project, Clients and Students agree to participate in, and complete feedback surveys to help improve NexusWorks and the services provided by Nexusworks.org.
An identified portion of the feedback may also be shared between Client and the Student.

4.Definitions: This Section provides a list of some definitions of capitalized terms that appear in the Terms of Service, but other capitalized terms are defined throughout the Terms of Service.
a. “Client”: any company (large or small) with offices located in the United States of America looking for a Student to complete a Project, and any affiliate, successor and/or assign of such company.
b. “Confidential Information”: means, as it relates to NexusWorks or any Client or other third party, any information, data or other material of any nature, format or content, whether tangible or intangible, that is not readily available through lawful public means (including, without, limitation, business plans, strategies, technology, research and development, financial and billing records, products and services, customer lists, customers and/or prospective customers), or which is specific, confidential and/or proprietary to an entity’s business or business processes, or is otherwise marked “confidential” and/or “proprietary” or identified as “confidential” and/or “proprietary” by the entity providing such information.
c. Confidentiality Agreement”: a Confidentiality and Non-Disclosure Agreement in form acceptable to Client to be executed by a Student prior to commencement of a Project if so required by Client and/or NexusWorks.
d. “Content”: means any information, data, communications, software, graphics, music, video, sounds, photos or other materials and service that can be viewed on Nexusworks.org.
e. “Student”: means any recent graduate (ie, within 4 years of graduation), graduate student or student 18 years of age or older, enrolled in a College or University located in the United States of America.
f. Project: a short term work assignment offered by a Client.
g. “Project Listing”: a Project listed on Nexusworks.org by a Client.
h. “Project Fee”: the fee a Client is willing to pay to complete a Project (as described in a Project Listing), of which one hundred percent (100%) is paid to a Student upon successful completion of such Project.
i. “NexusWorks,” “us” or “we”, “our”: Thecla Systems, LLC, a Louisiana limited liability company d/b/a NexusWorks.
j. “NexusWorks Employment Fee”: means a fee payable to NexusWorks calculated as 10% of the anticipated annualized salary or wages payable to a Student or former Student over the first 12 months of employment.
k. “NexusWorks Fee “: the greater of $10.00 and approximately ten percent (10%) of the Project Fee.
l. “Work Product”: any and all work produced by a Student in connection with a Project.

5. Privacy Policy/Community Guidelines: Please review our Privacy Policy, and Community Guidelines which also govern your use of Nexusworks.org and the services provided by NexusWorks.

6. Account; Password and Registration Data: In order to access some of the services on Nexusworks.org, you will be required to use an account and password that are made available to a Student and Client and are obtained by becoming a member. By registering with Nexusworks.org, you represent and warrant to NexusWorks that you meet the criteria of a Student or Client, as applicable (see definition of each above in Section 4). NexusWorks reserves the right to suspend, disable and/or delete any account that does not comply with the Terms of Service. When a Student or Client becomes a member, they must provide certain information and data (“Registration Data”), and maintaining and updating the Registration Data as required from time to time. By becoming a member, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. You also grant us the right to disclose to third parties certain Registration Data about you as necessary to provide the services achieve the stated purposes of Nexusworks.org. The information we obtain through your use of Nexusworks.org, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into the Terms of Service. You are entirely responsible for safeguarding and maintaining the confidentiality of your account information, username and password and agree not to share your account information, username or password with any person who is not authorized to use your account. You represent and warrant to NexusWorks that any person using Nexusworks.org with your username and password, either is you or is authorized to act for you. You agree to notify NexusWorks immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to the password for any account. You further agree not to use the account or log in with the username and password of another Student or Client.

7. Conduct on Nexusworks.org: Your use of Nexusworks.org is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications by, through or within the Nexusworks.org and/or between a Student and Client. By posting information in or otherwise using any communications service, message board, or other interactive service that may be available to you on or through Nexusworks.org, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any Content — including text, communications, software, images, sounds, data, or other information — that:
a. is harassing, unlawful, defamatory, libelous, deceptive, threatening, abusive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including, without limitation sexual language of a violent or threatening nature directed at another Student of Client), or otherwise violates the Terms of Service;
b. harasses, degrades, victimizes or intimidates a Student of Client on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c. infringes on any intellectual property, patent, trademark, trade secret, copyright, right of publicity, or other proprietary or private right of any Student, Client or other third party;
d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
f. impersonates any person or entity, including any of our employees or representatives.
g. is knowingly, false or intentionally misleading, whether about yourself, any Client, customer or any other third party.
h. violates any law, statute, code, rule, regulation, executive order or any other requirement of law of any applicable local, state, federal, international body, government or quasi-governmental entity.
i. constitutes material, non-public information or Content about NexusWorks, any Client or other third party that would or could have a detrimental effect on the business of NexusWorks, any Client or other third party.
j. solicits personal information from anyone under the age of 18.
k. harvests or collects email addresses or other contact or personal information of NexusWorks, any Client, any other Student or any other third party for any purpose, including sending of unsolicited emails or other unsolicited communications.
l. promotes any criminal activity or enterprise.

NexusWorks does not endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of Nexusworks.org. NexusWorks retains the unfettered right in its sole and absolute discretion to remove any content that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for Nexusworks.org, or is otherwise harmful, objectionable, or inaccurate. NexusWorks is not responsible for any failure or delay in removing such content. As a condition to the use of Nexusworks.org, each Student and Client expressly consents to such removal and waives any claim against NexusWorks arising out of such removal of content. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. You shall not interfere with anyone else’s use and enjoyment of Nexusworks.org. Any Student, Client or other person accessing Nexusworks.org that violates systems or network security may incur criminal or civil liability. No person may use Nexusworks.org in any way that is counter to its intended purpose, including, but not limited to mining, scraping or capture of data contained herein through repetitive or automated means. Violators may incur criminal or civil liability.

8. Prohibited Activity: In connection with your use of Nexusworks.org and/or any services provided by NexusWorks, you agree to the following:
a. You will not copy, modify, create or reverse engineer or otherwise attempt to discover the source code of Nexusworks.org or of any website or software product made known to you through Nexusworks.org and/or any communication for a Client or third party.
b. You will not access (or attempt to access) Nexusworks.org by any means other than the provided interface, and you will not use information from Nexusworks.org for any purpose other than the purpose for which it was made available.

9. Content: By accepting these Terms of Service, you acknowledge and agree that all Content presented to you on Nexusworks.org is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of NexusWorks. You are only permitted to use the Content as expressly authorized by NexusWorks and the Terms of Service. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission of NexusWorks. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. NexusWorks does not warrant or represent that your use of materials displayed on, or obtained through, Nexusworks.org will not infringe the rights of third parties. If any Student of Client becomes aware of any infringement of rights of a third party, you shall provide immediate written notice to NexusWorks.

10. DISCLAIMERS: ALL MATERIALS AND SERVICES ON NEXUSWORKS.ORG ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY LAW, NEXUSWORKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEXUSWORKS MAKES NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM NEXUSWORKS.ORG WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. NEXUSWORKS.ORG COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. NEXUSWORKS MAY, AT ANYTIME WITH OR WITHOUT NOTICE, MAKE CHANGES TO THE MATERIALS AND SERVICES AT NEXUSWORKS.ORG, INCLUDING ANY PROJECT, PROJECT LISTING OR PROJECT FEE. THE MATERIALS OR SERVICES AT NEXUSWORKS.ORG MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. THE USE OF NEXUSWORKS.ORG AND THE SERVICES PROVIDED BY NexusWorks IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. You understand and agree that temporary interruptions of the services available through Nexusworks.org may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of Nexusworks.org, and therefore, delays and disruption of other network transmissions are completely beyond our control. You understand and agree that the services available on this site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

11.LIMITATION OF LIABILITIES: IN NO EVENT SHALL NEXUSWORKS OR ANY PRINCIPAL, OFFICER, MANAGER, EMPLOYEE OR AFFILIATE OF NEXUSWORKS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF NEXUSWORKS.ORG OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM NEXUSWORKS.ORG. FURTHER, NEXUSWORKS SHALL NOT BE LIABLE IN ANY WAY FOR ASSISTANCE IN CONDUCTING TRANSACTIONS THROUGH NEXUSWORKS.ORG, INCLUDING WITHOUT LIMITATION THE PROCESSING, POSTING OR COMPLETION OF PROJECTS AND/OR PROJECT LISTINGS. IN ANY CIRCUMSTANCE WHERE NEXUSWORKS IS DEEMED AT FAULT AND FOUND TO BE LIABLE FOR DAMAGES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS OF SERVICE OR ANY OTHER DOCUMENT OR AGREEMENT, THE LIABILITY OF NEXUSWORKS SHALL BE LIMITED TO THE RETURN OF THE PROJECT FEE. THIS LIMITATION OF LIABILITIES SHALL EXPRESSLY SURVIVE ANY TERMINATION, SUSPENSION, WITHDRAWAL OR OTHER TERMINATION OF THE RELATIONSHIP BETWEEN THE PARTIES.

12. RELEASE: EXCEPT FOR ANY PROVEN GROSS NEGLIGENCE, TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING THE ABOVE, EACH OF CLIENT AND STUDENT ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS WAIVES AND RELEASES NEXUSWORKS AND NEXUSWORKS’S AFFILIATES AND AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS FROM ANY AND ALL DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM OR RELATING TO THE USE OF NEXUSWORKS.ORG, ANY NEXUSWORKS SERVICES AND/OR ANY OTHER ACTIONS PERFORMED BY NEXUSWORKS IN CONNECTION WITH FACILITATING A PROJECT. IN FURTHERANCE OF THE RELEASES SET FORTH IN THIS SECTION, CLIENT AND STUDENT EACH HEREBY EXPRESSLY WAIVE TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE ANY AND ALL RIGHTS OR BENEFITS CONFERRED BY ANY LAW THAT IS INCONSISTENT WITH THE WAIVER AND RELEASE CONTAINED IN THIS SECTION AND EXPRESSLY CONSENTS THAT EACH SUCH WAIVER AND RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH AND ALL OF ITS EXPRESS TERMS AND CONDITIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, IF ANY, AS WELL AS THOSE RELATING TO ANY OTHER CLAIMS SET FORTH HEREIN. THIS RELEASE SHALL EXPRESSLY SURVIVE ANY TERMINATION, SUSPENSION, WITHDRAWAL OR OTHER TERMINATION OF THE RELATIONSHIP BETWEEN THE PARTIES.

13. INDEMNIFICATION: UPON A REQUEST BY NEXUSWORKS, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD NEXUSWORKS AND ANY PRINCIPAL, OFFICE, MANAGER, EMPLOYEE OR AFFILIATE OF NEXUSWORKS HARMLESS FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING ATTORNEY FEES, THAT ARISE FROM YOUR USE OR MISUSE OF NEXUSWORKS.ORG AND/OR THE SERVICES PROVIDED BY NEXUSWORKS. NEXUSWORKS RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. THIS INDEMNITY SHALL EXPRESSLY SURVIVE ANY TERMINATION, SUSPENSION, WITHDRAWAL OR OTHER TERMINATION OF THE RELATIONSHIP BETWEEN THE PARTIES. THIS INDEMNITY IS IN ADDITION TO ANY OTHER INDEMNITY CONTAINED IN THE TERMS OF SERVICE AND WILL IN NO EVENT LIMIT ANY OTHER SUCH INDEMNITY.

14. International Use: Although Nexusworks.org may be accessible worldwide, at this time NexusWorks is only available to Students and Clients locating within the continental United States. NexusWorks makes no representation that materials on, or services provided by Nexusworks.org (including Projects) are appropriate for or available outside the United States, and accessing them from territories outside the United States where their contents are illegal or otherwise subject to other laws is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any service, information, Project or Project Listing made in connection with this site is void where prohibited.

15. Children: Nexusworks.org does not market to or target any individual under the age of 18, and use of Nexusworks.org is limited to persons residing in the continental United States. NexusWorks does not and will not knowingly collect any personally identifiable information from children or individuals under the age of 18. If an individual under the age of 18 creates an account on Nexusworks.org, NexusWorks, will, upon receiving current actual knowledge of such fact, delete such account as well as any Registered Data. If you are under the age of 18, please do not provide any information on Nexusworks.org.

16. Projects: All Projects and Project Listings are subject to the review and approval of NexusWorks. NexusWorks has the sole and exclusive right to remove any Project or Project Listing deemed objectionable by NexusWorks, in the sole and absolute discretion of NexusWorks.

17. Classification of Student: Client acknowledges and understands that Nexusworks.org is merely a platform to assist Clients in identifying potential Students to complete a Project. A Student is not an employee, agent or contractor of NexusWorks and has no rights to bind NexusWorks in any manner. Likewise, a Student is not deemed to be an employee of Client, except in the event a Client specifically hires a Student. NexusWorks, Client and Student agree that, unless otherwise expressly agreed to by the parties or required by applicable law, Students are classified as independent contractors and Client agrees that NexusWorks does not in any way supervise, direct, or control the Student’s work or control the work hours or location of work, nor does NexusWorks provide any specific training related to the Client or Project.

18. Client Specific Terms of Service:

a. Representations. By accessing and using Nexusworks.org, you represent, warrant and covenant to NexusWorks that you and/or your company, as applicable: (i) are at least 18 years of age or older and meet the criteria of a Client, (ii) have the legal capacity to enter into binding agreements in the United State of America, (iii) are not (and no members, partners, officers, shareholders and/or directors of your company are) a citizen or resident of a county in which participation in Nexusworks.org is prohibited by law, (iv) will be responsible for paying taxes or submitting any required tax forms, if applicable, in connection with any Project and/or Project Fee paid by you, (v) are not (and no members, partners, officers, shareholders and/or directors of your company are) “specially designated national and blocked person” on the most current list published by the Office of Foreign Assets Control (“OFAC”), (vi) are not identified on or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List or otherwise subject to economic sanction rules of the United States of America or any other sovereign nation, (vii) are in good standing in the jurisdiction of formation and authorized and/or qualified to transact business in Louisiana, and (viii) will not disclose or use any Registered Date or other personal information of any Student in any manner or for any purpose (except in connection with engaging them for a Project) or to evaluate them as a potential part-time or full-time employee.
b. Non-Disclosure. You agree to hold any Registered Data, personal information and/or Confidential Information received by you, whether from NexusWorks or a Student, strictly confidential and not disclose such information to any third party without the written consent of NexusWorks or the Student as applicable.
c. Indemnity. In addition to any other indemnity contained in the Terms of Serive and not by way of limitation, you agree to indemnify and hold NexusWorks Harmless from any and all loss, costs, expenses, damages, penalties, claims, judgments arising from any violation of the Terms of Service, including a breach of any representation, warranty and/or covenant made you pursuant to the Terms of Service.
d. Confidential Information. You agree that you will not upload, transmit or disseminate any Confidential Information on or through Nexusworks.org except in connection with a Project and which you are willing to provide to Student or a Student in connection with the Project or Project Listing. NexusWorks recommends that you have any Student selected for a Project execute a separate Confidentiality Agreement prior to commencement of work on a Project and/or prior to providing to them any of your Confidential Information. Ultimately, the decision is yours as to whether or not you want to require execution of a Confidentiality Agreement.
e. Selection of Student for a Project: NexusWorks will assist Client in marketing their Project and identifying qualified Students; provided, however, the Client shall make the final decision on whether or not a Student is qualified to handle the Client’s Project, and NexusWorks shall have no liability to Client in the event the Student is incapable of completing, unqualified or otherwise fails to timely or properly complete, the Project. Any information provided to Client about the Student is provided without warranty of any kind express or implied and based solely on information provided by the Student. Student is under no duty to inspect or otherwise verify the truthfulness of any information provided by a Student, unless NexusWorks has current actual knowledge of any false information.
f. Payment. Once Client identifies and accepts a Student and the Student executes a Confidentiality Agreement with Client, the Client agrees to deposit with NexusWorks the fully Project Fee, of which 90% of such Project Fee shall be held in an escrow account controlled by NexusWorks and the remaining 10% shall be immediately paid to NexusWorks as payment of the NexusWorks Fee. Once paid, in no event is the NexusWorks Fee refundable to Client, it is deemed earned upon payment to NexusWorks. The balance of the Project Fee will not be released to the Student until the Project has been completed and Client has acknowledged completion. In the event that within five (5) business days after the Student marks the Project as “complete”, the Client fails to acknowledge completion or otherwise identify with specificity any deficiencies in the work completed by the Student, along with specific actions that need to be taken in order for the work to be completed, then NexusWorks shall be permitted to release the balance of the Project Fee to the Student.
g. Taxes. NexusWorks will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Project Fees; provided, however, upon request from Client, NexusWorks will facilitate obtaining any necessary tax forms or other personal information from a Student necessary to complete taxes. Any such form shall be transmitted and exchanged directly between Client and the Student.
h. Dispute as to Completion/Payment. In the event a dispute arises as to the Work Product or any other aspect of the Project and/or Project Fee, then Client agrees to provide written notice to NexusWorks and NexusWorks will use reasonable efforts to mediate a settlement between the Client and the Student within five (5) business days after receipt of the notice of dispute. In the event these efforts are not successful, then the Project shall be deemed terminated, the Student shall be reasonably compensated for Work Product actually completed up to the date of termination and any remaining balance of the Project Fee shall be refunded to Client. Client and NexusWorks agree to work in good faith to determine the amount to be paid for any Work Product actually completed; provided, however, if the event the parties are unable to reach agreement, then NexusWorks may determine, in its reasonable discretion, the portion of the Project Fee to be paid to the Student.
i. Part-Time/Full-Time Employment. One of the primary objectives of Nexusworks.org is to fosters long term relationships between Clients and Students. However, we here at NexusWorks also need to eat and take care of our family. Accordingly, if at any time within three (3) years after a Student completes a project for a Client, the Client decides to employ that Student on a part-time or full-time basis, then Client agrees to pay to NexusWorks, the NexusWorks Employment Fee within thirty (30) days after the date the Student commences employment with a Client or former Client. In the event Client fails to timely pay the NexusWorks Employment Fee, NexusWorks may pursue any and all remedies at law and or in equity to collect the NexusWorks Employment Fee. In such event, the Client will be responsible for all cost, expenses, attorneys’ fees and interest (calculated at the maximum interest rate allowed by applicable law) on the unpaid amount up to the date of payment. Upon written request from NexusWorks, Client agrees to provide all reasonable documentation (including tax documents) necessary to confirm the amount paid or payable to a Student as part of its employment with Client.
j. Payments Made Outside of Nexusworks.org. In the event Client or a Student attempt to circumvent Nexusworks.org, the NexusWorks Fee and/or NexusWorks Employment Fee as applicable will still be due and owing to NexusWorks. In the event Client fails to timely pay the NexusWorks Fee and/or NexusWorks Employment Fee, NexusWorks may pursue any and all remedies at law and or in equity to collect the NexusWorks Fee and/or NexusWorks Employment Fee. In such event, the Client will be responsible for all cost, expenses, attorneys’ fees and interest (calculated at the maximum interest rate allowed by applicable law) on the unpaid amount up to the date of payment.

19. Student Specific Terms of Service:
a. Representations. By accessing and using Nexusworks.org, you represent, warrant and covenant to NexusWorks that you (i) are at least 18 years of age or older and meet the criteria of a Student, (ii) have the legal capacity to enter into binding agreements in the United State of America, (iii) are not a citizen or resident of a county in which participation in Nexusworks.org is prohibited by law, (iv) will be responsible for paying taxes, if applicable, on any Project Fee received by you, (v) are not a “specially designated national and blocked person” on the most current list published by the Office of Foreign Assets Control (“OFAC”), (vi) are not identified on or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List or otherwise subject to economic sanction rules of the United States of America or any other sovereign nation, and (vii) will not disclose or use any Confidential Information in any manner or for any purpose (except in connection with your work on the Project) and will execute a Confidentiality Agreement as a condition to being permitted to work on a Project.
b. Confidential Information. You agree to hold any and all Confidential Information received by you, whether from NexusWorks or a Client, strictly confidential and not disclose such Confidential Information to any third party without the written consent of NexusWorks or the Client as applicable.
c. Indemnity. In addition to any other indemnity contained in the Terms of Service and not by way of limitation, you agree to indemnify and hold NexusWorks Harmless from any and all loss, costs, expenses, damages, penalties, claims, judgments arising from any violation of the Terms of Service, including a breach of any representation, warranty and/or covenant made you pursuant to the Terms of Service.
d. Taxes. NexusWorks will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Project Fees. The Student will be solely responsible for: (a) complying with any requirements of a Client (such as providing a W-9 or other tax form) necessary to determine taxes or required tax filings, and (b) determining whether he/she is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Project Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. NexusWorks will have the right, but not the obligation, to audit and/or monitor the Student’s compliance with applicable tax laws. In the event of an audit of NexusWorks, the Student agrees to promptly cooperate with NexusWorks and provide any documents necessary or requested by NexusWorks in connection with such audit.
e. Dispute as to Completion/Payment. In the event a dispute arises as to the Work Product or any other aspect of the Project and/or Project Fee, then Student agrees to provide written notice to NexusWorks and NexusWorks will use reasonable efforts to mediate a settlement between the Client and the Student within five (5) business days after receipt of the notice of dispute. In the event these efforts are not successful, then the Project shall be deemed terminated and Student shall only be entitled to reasonable compensation for Work Product actually performed and completed in accordance with the Project Listing provided the Client agrees to release such amount.

20. Compliance/Audit Rights: Client and Student, as applicable will each (a) create and maintain records to document satisfaction of all obligations under the Terms of Service related to the Project, Project Listing, Project Fees, including any service obligations and compliance with tax laws, and (b) provide copies of any and all such records to NexusWorks upon written request. NexusWorks shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit the operations and records of Client and/or Student as applicable to confirm compliance with the Terms of Service. Nothing in this provision shall be construed as requiring NexusWorks to supervise or otherwise monitor compliance with the Terms of Service.

21. Project Termination: A Client or any Student may terminate a Project at any time, with or without cause, effective upon written notice to the other party (or parties). If a Client terminates for convenience during the pendency of a Project, the Project Fee owed to the Student will none-the-less be paid to the Student, and the Student shall immediately cease performing any work for the Client and will return or confirm destruction of all Confidential Information related to the Project. If a Student terminates for convenience during while working on a Project, the Student will forfeit any and all Project Fee not yet paid to the Student, and the Student shall immediately cease performing any work for the Client and will return or confirm destruction of all Confidential Information related to the Project.

22. Notices: All notices to NexusWorks regarding a disputed matter or regarding a legal matter, shall be in writing and shall be made via conventional mail as follows: Thecla Systems, LLC c/o SV- Legal, Attention: Rick Mekdessie, 7117 Florida Blvd, Baton Rouge, LA 70806. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through Nexusworks.org to inform you of changes to Nexusworks.org or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending. Except as specified above, the parties agree that all other notices regarding a Project and/or the services provided by NexusWorks can be made by electronic means, whether by email or through the Nexusworks.org platform. Electronic mail notices to NexusWorks shall be delivered to : [email protected]. Electronic mail notices to a Client and/or a Student shall be delivered through Nexusworks.org and/or to the email address provided by such individual at the time of registration.

23. Miscellaneous:

In any action to enforce the Terms of Service, NexusWorks will be entitled to reasonable costs and attorneys fees. Any cause of action brought by you against NexusWorks must be instituted with one year after the cause of action arises or be deemed forever waived and barred. You may not assign your rights and obligations under these Terms of Service to any party, and any purported attempt to do so will be null and void. NexusWorks may assign its rights and obligations under the Terms of Service. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of Nexusworks.org, or use of or access to Nexusworks.org. In addition to any excuse provided by applicable law, NexusWorks shall be excused from liability for non-delivery or delay in delivery of services available through Nexusworks.org arising from any event beyond the reasonable control of NexusWorks, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, pandemic, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond the reasonable control of NexusWorks, whether or not similar to those which are enumerated above. If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by NexusWorks to enforce or exercise any provision of the Terms of Service or related rights shall not constitute a waiver of that right or provision.

24. Acceptance and Acknowledgment of Terms of Service: Use of Nexusworks.org constitutes acceptance of the Terms of Service. You acknowledge that you have read and are bound by the Terms of Service, as well as any other agreements executed in connection with a Project.

25. Survival of Rights and Obligations: Notwithstanding that a Client or Student may terminate or close their account at Nexusworks.org, any obligations, representations, warranties and/or other obligations under the Terms of Service shall expressly survive as to the Client and Student for a period of two (2) years except as to the NexusWorks Employment Fee, which shall survive for a period of five (5) years. During the foregoing survival periods, NexusWorks may seek to enforce any rights of NexusWorks under the Terms of Service, and any obligations, representation or warranties that were breached during the Client’s or Student’s use of Nexusworks.org.

26. Severability: If and 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 that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

27. Governing Law: Nexusworks.org is controlled by us and headquartered in Baton Rouge, East Baton Rouge Parish, Louisiana, United States of America. Although NexusWorks is only marketing to Client and Students located in the continental United States of America, Nexusworks.org can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Baton Rouge, Louisiana, by accessing Nexusworks.org both of us agree that the statutes and laws of the State of Louisiana, Parish of East Baton Rouge, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of Nexusworks.org and the services available through Nexusworks.org. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of Louisiana Parish of East Baton Rouge with respect to such matters and/or any disputes arising from between us.

28. Entire Agreement: The terms and conditions contained in the Terms of Service constitute the entire agreement and understanding between us concerning the subject matter of the Terms of Service and supersede all prior agreements and understandings of the parties with respect to that subject matter. The Terms of Service may not be altered, supplemented, or amended by the use of any other document(s). Any attempt by you to alter, supplement or amend the Terms of Service shall be null and void, unless otherwise agreed to in a written agreement signed by you and NexusWorks that specifically states that the terms and provisions contained in such written agreement are intended to supplement and/or replace the Terms of Service. To the extent that anything in, on or associated with Nexusworks.org is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence and control over such conflict or inconsistency.

29. California: Under California Civil Code Section 1789.3, users of Nexusworks.org from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Please contact NexusWorks with any questions or issues at [email protected] or in accordance with Section 23 above.