Terms and Conditions

PLEASE READ THE TERMS OF ACCESS AND SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.

Revuud has developed a proprietary software system and platform (the “Software Platform” or “Site”) that allows companies to identify and potentially engage the services of information technology services providers (“Talent”).

The Terms of Access and Service for Talent (“Terms of Service,” “Terms,” or the “Agreement”) is a binding agreement between you (“you” or “Talent”) and Revuud, Inc. (“Revuud,” “we,” or “us”). In order to access or use the Software Platform and any services related thereto you must read, agree to, and accept all of the terms and conditions contained in this Agreement. 

BY (i) CHECKING THE “I AGREE TO THE TERMS OF SERVICE” BOX OR SIMILAR BOX OR BUTTON OR (ii) ACCESSING OR USING ANY PART OF THE SERVICES, (iii) INITIATING ANY TRANSACTION ON THE SOFTWARE PLATFORM, OR (iv) REGISTERING FOR AN ACCOUNT WITHIN THE SOFTWARE PLATFORM (AN “ACCOUNT”), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU SHOULD NOT ACCESS OR USE THE SOFTWARE PLATFORM BECAUSE SUCH USE SHALL CONSTITUTE YOUR AGREEMENT TO THESE TERMS OF SERVICE.

1. THE REVUUD SOFTWARE PLATFORM.  

1.1 The Software Platform is a marketplace where businesses (referred to herein as “Clients”) and Talent can identify each other for the purpose of Clients engaging Talent to provide specified services (“Talent Services”) pursuant to terms they have agreed to (an “Engagement”).  Through the Software Platform, Talent may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Talent that may offer the services they seek.  At all times, however, Talent and Clients are responsible for evaluating and determining the suitability of any Engagement. 

1.2 Registration of Account. To use the Software Platform, you must register a user account (“Account”) and create a user profile (“Profile”), which you consent to be shown to other users of the Software Platform including Clients, and, unless you change your privacy settings, to the public. By registering and creating an Account and Profile, you are specifically representing and warranting that: (i) you are the person identified in such registration and are not registering on behalf of another person, (ii) you will only use the Software Platform for lawful business purposes, (iii) will comply with any legal, licensing, registration, or other requirements which apply to you; and (iv) you will not use the Software Platform for any illegal or fraudulent purposes or in an illegal or fraudulent manner. By maintaining a Profile you acknowledge and agree that Revuud reserves the right to review, modify or update your Profile if necessary to ensure the accuracy, completeness and appropriateness of the information provided.  Notwithstanding the foregoing, Talent is solely responsible for maintaining and ensuring the accuracy of all information on the Profile and in no event shall Revuud be responsible for any inaccuracies in Talent’s Profile.

2. 2. TALENT’S USE OF THE SOFTWARE PLATFORM. Talent’s use of the Software Platform is subject to the following terms and conditions:

2.1 The Software Platform is for business purposes only and may not be used for personal, household, or non-commercial use.

2.2 You agree not to have or register for more than one Account without express written permission from Revuud. 

2.3 The Account and Profile do not contain any false or misleading information.

2.4 You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, and you represent and warrant that you are fully responsible and liable for any action taken under your Account.

2.5 You do not use the Software Platform for any illegal or fraudulent conduct. 

2.6  You comply at all time with the terms and conditions of this Agreement governing your use of the Software Platform, as well as any other rules or terms governing the use of the Software Platform that Revuud may later adopt.  

2.7 Revuud reserves the right to decline a registration to join Revuud, or to terminate Talent’s Account or access to the Software Platform without warning if it determines, in its sole discretion that Talent has breached any of the above terms, or for any other lawful reason.

2.8  In addition to the foregoing, by registering an Account, Talent expressly consents to Revuud conducting a background check of Talent to confirm that: (i) Talent has not been indicted or convicted of a felony or any criminal offense related to health care; (ii) Talent is not now and at no time has been subject to or threatened with proceedings to be debarred; and (iii) Talent is not now and at no time has been excluded from participation, and has not been found to be otherwise ineligible to participate, in a “Federal health care program” as defined in 42 U.S.C. Section 1320a-7b(f) or any applicable successor statutory section, including Medicare and Medicaid or the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, or in any other government payment program.  In the event any of the above items are discovered or found to exist at any time, Revuud may take any or all of the following actions: (i) prohibit Talent from registering an Account on the Software Platform, (ii) bar Talent from using the Software Platform, and/or (iii) immediately revoke or terminate Talent’s Account.

3. USERNAMES AND PASSWORDS 

You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You acknowledge that you are responsible for any activities of a person or entity utilizing your sign in credentials to access the Software Platform or your Account.  You agree to notify us 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 user of the Software Platform if (a) you are not authorized to use either or (b) the use would violate these Terms of Service. 

4. TALENT ENGAGEMENTS WITH CLIENTS

4.1 The Software Platform allows Talent to contract with a Client to provide Talent Services pursuant to the terms of that Engagement.  The terms of any Engagement entered into by Talent will be documented by an Engagement document entered into by both Client and Talent that is accessible on the Software Platform.

4.2 Talent shall enter into an Engagement with Client prior to Talent providing Talent Services to Client. Each Engagement shall include the following information, as applicable:

i) the name of the Talent engaged by Client; 

ii) a description of the Talent Services to be provided to Client

iii) the applicable hourly rate of the Talent; 

1. iv) the applicable Talent Engagement Fee;

v) the start and end date of the assignment underlying the Engagement; and

vi) any other information relevant to the Engagement.

4.3 In addition to the Engagement, Talent may be required to execute onboarding documents by a Client that are maintained on the Software Platform.  

4.4 Engagements are intended to detail the terms under which Talent will provide services to Client, and Revuud is not responsible for and does not provide any input regarding the terms of the Engagement between Talent and any Client. 

5. TALENT COMPENSATION AND BILLING

The Software Platform provides a tool for Talent to record and bill time spent on an applicable Engagement with Client.  Talent will be paid on an hourly basis at the rate set forth in the Engagement (the “Talent Compensation”).  Talent Compensation shall be paid by Client to Talent through Revuud pursuant to the following terms.

5.1 Talent Compensation shall be paid through Revuud to Talent twice a month in bimonthly billing cycles running from the 1st day of the month through the 15th, and the 16th through the last day of the month (the “Bimonthly Billing Cycle(s)”).  Talent Compensation shall be net of Talent Engagement Fees provided for under this Agreement. 

5.2  Talent shall be responsible for tracking and entering their billable time (the “Billed Time”) by the last day of each applicable Bimonthly Billing Cycle. 

5.3  Within seven (7) days after the end of each Bimonthly Billing Cycle, Client shall approve or decline the amount of Billed Time that it will pay the Talent (the “Approved Billed Time”).  Revuud shall pay Talent the amount due for timely Approved Billed Time for each Bimonthly Billing Cycle within fifteen (15) days after the end of each applicable Bimonthly Billing Cycle.

5.4  Revuud shall invoice Client for the full amount of Talent Compensation due for Approved Billed Time for each Bimonthly Billing Cycle.  Talent Compensation payments are due net fifteen (15) days from the date of Revuud’s invoice. 

5.5  The Talent Compensation paid through Revuud shall be based solely upon the Approved Billed Time and Revuud shall not be obligated to remit any payments to Talent until Billed Time has been approved by Client.  

5.6 In connection with Revuud’s receipt and payment of Talent Compensation, Talent acknowledges and agrees that in no event shall Revuud be responsible for payment of any payroll tax, FICA, or other deductions and withholdings from payments due to Talent.

5.7  Talent acknowledges and agrees that all Talent Services are provided for the sole benefit of Client under the terms of an Engagement, and in no event shall Revuud be responsible for payment of Talent Compensation except as provided in this Agreement. 

6. RELATIONSHIP BETWEEN REVUUD AND TALENT.  Talent acknowledges and agrees that the Software Platform is a marketplace to facilitate Engagements between Talent and Clients and that at all times Talent and Clients are responsible for evaluating and determining the suitability and terms of any Engagements.  Talent further agrees that Revuud has no responsibility for the following:

6.1 Client Postings. Revuud is not responsible for Client postings regarding potential Engagements, and you are solely responsible for ensuring the accuracy and legality of any Client Engagement.  You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into an Engagement with a Client and for verifying any information about a Client, including Composite Information (defined below). Revuud does not make any representations or warranty regarding the truth or accuracy of any postings by Talent or Client or other user content on the Software Platform; and does not verify any feedback or information provided by users about Talent or Clients. You acknowledge, agree, and understand that Revuud does not, in any way, supervise, direct, control, or evaluate Talent, Clients or their work and services.  

6.2 Talent Evaluation of Engagements. By registering as Talent on the platform, you also acknowledge, agree, and understand that Talent is solely responsible for determining, and has the sole right to determine, which Engagements to accept; the time, place, manner, and means of providing any Talent Services; the type of services to provide; and the price to be charged for Talend Services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Revuud, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Revuud does not, in any way, supervise, direct, or control any Talent or Talent Services; does not impose quality standards or a deadline for completion of any Talent Services; and does not dictate the performance, methods or process that Talent uses to perform services; (iii) as between Talent and Revuud, Talent is free to determine when and if to perform Talent Services, including the days worked and time periods of work, and Revuud does not set or have any control over Talent’s pricing, work hours, work schedules, or work location, nor is Revuud involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Talent for an Engagement; (v) Revuud does not, in any way, provide or guarantee Talent a regular salary or any minimum, regular payment; (vi) Revuud does not provide Talent with training or any equipment, labor, tools, or materials related to any Engagement; and (vii) Revuud does not provide the premises at which Talent will perform the work for any Client. 

6.3 Taxes and Benefits. Talent acknowledges and agrees that Talent is solely responsible (a) for all tax liability associated with payments received for Engagements through the Software Platform, and that Revuud will not withhold any taxes from payments to Talent; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Talent is not covered by or eligible for any insurance from Revuud; (c) for determining whether Talent is required by applicable law to issue any particular invoices for Talent Compensation due from any Clients; (d) for determining whether Talent is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Talent Compensation and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Revuud is required by applicable law to withhold any amount of the Talent Compensation and for notifying Revuud of any such requirement and indemnifying Revuud for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Revuud, Talent agrees to promptly cooperate with Revuud and provide copies of Talent’s tax returns and other documents as may be reasonably requested for purposes of such audit, at its own expense, including but not limited to records showing Talent is engaging in an independent business as represented to Revuud. 

7. TALENT ENGAGEMENT FEE 

In connection with Talent’s use of the Software Platform, Revuud will charge Talent a fee (the “Talent Engagement Fee”) based on a percentage of the Talent’s Approved Billed Time to be paid as Talent Compensation. The Talent Engagement Fee will be listed on the Talent Engagement. Talent agrees that the Talent Engagement Fee shall be deducted from the Talent Compensation to be paid to Talent as provided in this Agreement.  Revuud, in its sole discretion, may revise the applicable Talent Engagement Fee at any time, and your continued use of the Software Platform shall constitute your consent to the then applicable Talent Engagement Fee. 

8 MARKETPLACE FEEDBACK AND USER CONTENT 

8.1 You hereby acknowledge and agree that Users of the Software Platform may publish and/or request Revuud to publish on their behalf information on the Software Platform about Talent, such as feedback, composite feedback, and/or geographical location, identity or credentials (“User Content”). However, such information is based solely on unverified data that Clients or other Users voluntarily submit to Revuud and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Revuud; Revuud provides such information solely for the convenience of Talent and other users of the Software Platform. 

8.2 You acknowledge and agree that User feedback benefits the marketplace, all users of the Software Platform, and the efficiency of the Software Platform and You specifically request that Revuud post composite or compiled feedback about Talent, including yourself, on Talent Profiles and elsewhere on the Software Platform. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Revuud on the Software Platform or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Revuud will make Composite Information available to other Users, including composite or compiled feedback. Revuud provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Revuud does not monitor, influence, contribute to or censor these opinions. 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 in violation of applicable laws.

8.3 Revuud does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Revuud is not legally responsible for any feedback or comments posted or made available on the Software Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Revuud reserves the right (but is under no obligation) to remove posted feedback or information that, in Revuud’s sole judgment, 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 Revuud. You acknowledge and agree that you will notify Revuud of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Revuud may rely on the accuracy of such information. 

9. WARRANTY DISCLAIMER 

THE SOFTWARE PLATFORM AND ANY RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. REVUUD MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SOFTWARE PLATFORM, SITE, USER CONTENT, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVUUD DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE TERM AND TERMINATION PROVISIONS STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST REVUUD WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

10. LIMITATION OF LIABILITY 

Revuud is not liable, and you agree not to hold Revuud responsible, for any damages or losses arising out of or in connection with the Software Platform and/or this Terms of Service, including, but not limited to: 

• your use of or your inability to use our Software Platform; 
• delays or disruptions in our Software Platform;
• viruses or other malicious software obtained by accessing, or linking to, our Software Platform;
• glitches, bugs, errors, or inaccuracies of any kind in our Software Platform;
• damage to your hardware device from the use of the Software Platform;
• the content, actions, or inactions of third parties’ (including other Users) use of the Software Platform;
• a suspension or other action taken with respect to your Account;
• 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 Software Platform; and
• 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 REVUUD, ITS PARENTS, SUBSIDIARIES, EMPLOYEES, OFFICERS, AGENTS, ATTORNEYS AFFILIATES, LICENSORS, OR 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. THE LIABILITY OF REVUUD, 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) $2,500.00; OR (B) ANY FEES RETAINED BY REVUUD WITH RESPECT TO ANY PROJECT ON WHICH USER WAS INVOLVED AS TALENT 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 ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND 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 addition to the recognition that Revuud is not a party to any contract between Talent and Clients, you hereby release Revuud, our 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 or a Client, 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 Talent Services provided to Client by Talent and requests for refunds based upon disputes. 

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

This release will not apply to a direct claim by a User against Revuud that it has failed to meet its obligations under this Agreement. 

12. INDEMNIFICATION 

You will indemnify, defend, and hold harmless Revuud, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for 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 you or a third party or other User against an Indemnified Party relating to or arising out of: (a) the use of the Software Platform by you or your agents, including any payment obligations or default; (b) failure to comply with the Terms of Service by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; (e) any claims of any nature arising from your performance of the Talent Services for a Client; (f) any claims arising from your negligence, gross negligence, intentional misconduct, or fraud; (g) any claims that Talent is entitled to any compensation or benefits as an alleged employee of Client or Revuud; (h) any claims for payroll taxes, FICA, or other deductions and withholdings from any payments to Talent in connection with an Engagement with Client; and (i) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents include any person who has apparent authority to access or use your Account demonstrated by using your username and password. 

13. AGREEMENT TERM AND TERMINATION

13.1 Termination.  Unless both you and Revuud 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 on a prospective basis (any use prior to such notice shall be subject to this Agreement).   If you provide notice of termination of this Agreement, you may no longer access or utilize the Software Platform and unless Revuud and you have agreed to a successor agreement in writing, any use of the Software Platform by you or a representative of you after such notice shall be subject to this Agreement, notwithstanding such notice.  Accordingly, any notice of termination shall be null and void as it relates to any use of the Software Platform by you after you provide a notice of termination.   In addition, if you attempt to terminate this Agreement while having one or more open Engagements, (a) you shall be bound by this Agreement until all open Engagements have closed on the Software Platform; (b) Revuud will continue to perform those services necessary to complete any open Engagement between you and a Client; and (c) 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 Engagements, whichever is later, to Revuud pursuant to the terms of this Agreement. Without limiting Revuud’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Software Platform, deny your Account registration, or permanently revoke your access to the Software Platform and refuse to provide any or all related services  to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Clients, or Revuud or our Affiliates; may be contrary to the interests of the Software Platform or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Software Platform under the same Account or a different Account or re-register under a new Account without Revuud’s prior written consent. If you attempt to use the Software Platform 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 Software Platform depends on the transparency of Talent’s Account status to all Users, including both yourself and other Users who have entered into Engagements with you. You therefore agree as follows: IF REVUUD DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, REVUUD HAS THE RIGHT, WHERE ALLOWED BY LAW, BUT NOT THE OBLIGATION TO NOTIFY OTHER USERS THAT HAVE ENTERED INTO ENGAGEMENTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS. YOU AGREE THAT REVUUD WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS. 

13.2 Account Data on Closure. Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Software Platform. Any closure of your Account may involve deletion of any content stored in your Account for which Revuud will have no liability whatsoever. Revuud, in its sole discretion and as permitted or required by law, may retain some or all of your Account information. 

13.3 Survival. After this Agreement terminates, the terms that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect, including, but not limited to, audits, indemnification, payment of fees and reimbursement, limitation of liability, governing law, each, by their nature, contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Revuud from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. 

14. GENERAL TERMS 

14.1 Choice of Law and Consent to Jurisdiction. These Terms of Use and any Claim will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).  Each party hereby waives the right to a jury trial and specifically agrees that any dispute shall be heard through a bench trial. Any action or legal proceeding arising out of or relating to this Agreement shall be brought in any State or Federal Courts located in Mecklenburg County, North Carolina.  Each of the parties irrevocably submits to the exclusive jurisdiction of each such State or Federal Court located in Mecklenburg County, North Carolina, and waives any objections they may now or hereafter have to personal jurisdiction, venue or to convenience of forum in Mecklenburg County, North Carolina.

14.2 Entire Agreement. Agreement sets forth the entire agreement and understanding between you and Revuud relating to your access and use of the Software Platform and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to your access and use of the website. The section headings are included for ease of reference only and have no binding effect.

14.3 Modifications; Waiver. No modification or amendment to the Terms of Service will be binding upon Revuud unless in a written instrument signed by a duly authorized representative of Revuud or posted on the Software Platform by Revuud. 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 Agreement. 

14.4 Assignment.  Talent may not assign the Terms of Service, or any of its rights or obligations hereunder, without Revuud’s prior written consent in the form of a written instrument signed by a duly authorized representative of Revuud. Revuud may freely assign this Agreement without Talent’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

14.5 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof 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. 

14.6  Force Majeure. The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, denial of service attacks, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.  

15. ACCESS OF THE SOFTWARE PLATFORM OUTSIDE THE UNITED STATES 

Revuud makes no representations that the Software Platform is appropriate or available for use outside of the United States. Those who access or use the Software Platform from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. 

In order to access or use the Software Platform, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Software Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or 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 Software Platform and your license to use the Software Platform will be immediately revoked. 

16. CONSENT TO USE ELECTRONIC RECORDS 

In connection with the Software Platform Terms of Use, you may be entitled to receive certain records from Revuud or Clients, such as contracts, notices, and communications, in writing. To facilitate your use of the Software Platform, you give us permission to provide these records to you electronically instead of in paper form. 

17. DEFINITIONS 

“Confidential Information” means any material or information provided to, or created by, a User or a Client to evaluate an Engagement or the suitability of another User for the Engagement, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or, as applicable, Agency, or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Talent or a Client prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User or a Client without use of another person’s Confidential Information. 

“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, under the laws of any state, country, territory or other jurisdiction. 

“Engagement” means an engagement for Talent Services, the terms of which have been agreed upon by Client and Talent. 

“Revuud App” means the online platform accessed using Revuud’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users and Clients. 

“Work Product” means any tangible or intangible results or deliverables that Talent agrees to create for, or actually delivers to, Client as a result of performing the Talent Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith. 

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Revuud. 

“Client” means any authorized entity utilizing the Software Platform to seek and/or obtain Talent Services from Talent or other Users. 

“Talent” means any authorized user (including yourself) utilizing the Software Platform to advertise and/or provide Talent Services to Clients.  

“Talent Services” means any services provided by Talent to a Client pursuant to an Engagement. 

“Software Platform” means, collectively, our website located at www.useRevuud.com, all affiliated websites, including mobile websites and Revuud Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates.  Software Platform is inclusive of any and all services provided by Revuud in connection with the Software Platform. 

“Revuud Mobile Applications” means all mobile applications published by Revuud or our Affiliates for access to or use of the Software Platform. 

“User” means any authorized user of the Software Platform including, but not limited to Talent and Clients.  

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

18. INTELLECTUAL PROPERTY RIGHTS 

18.1 Revuud’s Intellectual Property. Revuud and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Software Platform. The Revuud logos and names are trademarks of Revuud and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Software Platform may be the trademarks of their respective owners.

18.2 Your Obligations and Indemnification of Revuud.  In addition to any other indemnification obligations under this Agreement, when you post User Content on the Software Platform or provide Revuud with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below. 

You acknowledge and agree that the poster of User Content, and not Revuud, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content. 

You will indemnify, defend, and hold harmless Revuud, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) 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 relating to or arising out of any User Content you post. 

You retain all ownership rights in any User Content you post on Revuud. To the extent permitted by applicable law, you also grant to Revuud and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Software Platform and Revuud’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Software Platform (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Software Platform and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Software Platform and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law. 

18.3 Third-Party Intellectual Property. Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of Revuud. Revuud neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Software Platform by anyone other than Revuud’s authorized agents acting in their official capacities. 

The Software Platform may contain links to third-party websites. The Software Platform may also contain applications that allow you to access third-party websites via the Software Platform. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Software Platform does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Software Platform is on an “as is” and “as available” basis without any warranty for any purpose.

18.4 Talent Deliverables. You acknowledge and agree that Client shall solely and exclusively retain all ownership rights, title to, and other rights in: (i) all medical records, reports, materials, forms, supplies, equipment, and any other resources whatsoever, in whatever form produced for or obtained from Client or its member or affiliated entities, and (ii) all deliverables created by Talent (whether completed or not) in connection with an Engagement (“Talent Deliverables”). Nothing contained in the Agreement shall be construed as a license or transfer of the foregoing materials to Revuud or Talent, either during the Term of this Agreement or thereafter.  Upon the termination or expiration of this Agreement, Client shall have the right to retain all such Talent Deliverables subject to the terms of Client’s Engagement with Talent.  

18.5 Talent Work Product. Except as set forth in an Engagement, all copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Talent during the course of performing work under an Engagement (collectively, the "Talent Work Product") shall belong exclusively to Client and shall, to the extent possible, be considered a work made for hire for Client within the meaning of Title 17 of the United States Code. 

19. Complaints About Copyrighted Content on the Software Platform. Revuud is committed to complying with U.S. copyright and related laws and requires all Users to comply with these laws. Accordingly, you may not use the Software Platform to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law. If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Software Platform, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA") by complying with Revuud’s Proprietary Rights Infringement Reporting Procedures. 
    
    
20. PERMITTED SOFTWARE PLATFORM USES 

Revuud offers the Software Platform for your business purposes only and not for personal, household, or consumer use. Revuud makes the Software Platform available for Users to find one another, enter into service relationships, make and receive payments, and receive and provide Talent Services. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION THAT IS POSTED ON THE SOFTWARE PLATFORM BY US OR ANYONE ELSE. IN NO EVENT SHOULD ANY CONTENT BE RELIED ON OR CONSTRUED AS TAX OR LEGAL ADVICE OR OTHERWISE. YOU SHOULD INDEPENDENTLY VERIFY THE ACCURACY OF ANY CONTENT

21. PROHIBITED SOFTWARE PLATFORM USES 

You may not use, or encourage, promote, facilitate, instruct or induce others to use the Software Platform for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.  Prohibited uses including, but are not limited to:

• In your use of the Software Platform, Users are prohibited from: Seeking, offering, promoting, or endorsing and services, content, or activities that:
  • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
  • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
  • would violate Revuud’s Terms of Service; regard the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead readers for financial or other gain;
  • regard or promote in any way any escort services, prostitution, or sexual acts; or
  • are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law;
• Fraudulent or misleading uses or content, including:
  • Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Revuud App, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
  • Misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
  • Using a profile photo that misrepresents your identity or represents you as someone else;
  • Impersonating any person or entity, including, but not limited to, an Revuud representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
  • Falsely stating or implying a relationship with another User, including an Agency continuing to use a Freelancer’s profile or information after the Freelancer no longer works with the Agency;
  • Falsely attributing statements to any Revuud representative, forum leader, guide or host;
  • Falsely stating or implying a relationship with Revuud or with another company with whom you do not have a relationship;
  • Allowing another person to use your account, which is misleading to other Users; or
  • Falsely stating that one Freelancer will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Freelancer that is unable, unwilling, or unavailable to do the work;
  • Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
  • Posting identifying information concerning another person;
  • Spamming other Users with proposals or invitations or posting the same job multiple times so that more than one version remains active at a given time;
• Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
• Attempting to or actually manipulating or misusing the feedback system, including by:
  • attempting to coerce another User or Client by threatening to give negative feedback;
  • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system; or
  • offering services for the sole purpose of obtaining positive feedback of any kind;
• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person without Revuud’s consent;
• Sharing or soliciting contact information, such as email, phone number, or Skype ID, in a profile or job post;
• Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on Revuud to recruit Freelancers and/or Clients to join an Agency or another website or company;
• Conduct or actions that could jeopardize the integrity of or circumvent the Software Platform or Revuud's proprietary information;
• Interfering or attempting to interfere with the proper operation of the Software Platform or any activities conducted on the Software Platform;
• Bypassing any measures we may use to prevent or restrict access to the Software Platform or any subparts of the Software Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Software Platform or the content therein; 
• Attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Software Platform;
• Using any robot, spider, scraper, or other automated means to access the Software Platform for any purpose without our express written permission;
• Attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Software Platform;
• Collecting or harvesting any personally identifiable information, including Account names, from the Software Platform;
• Attempting to or imposing an unreasonable or disproportionately large load (as determined in Revuud’s sole discretion) on the Software Platform’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Software Platform that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Software Platform or any software, firmware, hardware, computer system, or network of Revuud or any third party;
• Accessing or attempting to access the Software Platform by any means or technology other than the interface provided; or
• Framing or linking to the Software Platform except as permitted in writing by Revuud
• Attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Software Platform unless expressly permitted by applicable law or Revuud; or
• Accessing or using the Software Platform to build a similar service or application, identify or solicit Revuud Users, or publish any performance or any benchmark test or analysis relating to the Software Platform.

22. REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Terms or Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms of Use. 

23. COMPLAINTS - CALIFORNIA RESIDENTS 

If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210. 

24. AMENDMENTS TO THIS TERMS OF SERVICE 

Subject to the conditions set forth herein, Revuud may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Software Platform. Revuud will provide reasonable advance notice of any amendment that includes a substantial change, by posting the updated Terms of Service on the Software Platform, providing notice on the Software Platform, and/or sending you notice by email. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).