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.

This Terms of Access and Service (“Terms of Service,” “Terms,” or the “Agreement”) is a binding agreement between you (“you” or “User”) Revuud, Inc. (“Revuud,” “we,” or “us”). In order to access or use the services of Revuud including, without limitation, the website www.revuud.com or successor website (the “Site”), 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 SITE, OR (IV) REGISTERING FOR AN ACCOUNT WITHIN THE SITE (AN “ACCOUNT”), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU SHOULD NOT ACCESS OR USE THE SITE OR THE SITE SERVICES BECAUSE SUCH USE SHALL CONSTITUTE YOUR AGREEMENT TO THESE TERMS OF SERVICE.

1. Revuud Accounts

1.1 REGISTRATION AND ACCEPTANCE

If you create an Account, you are specifically representing and warranting that you are the person identified in such registration and are not registering on behalf of another person except as specifically permitted in this Agreement. 

1.2 ACCOUNT ELIGIBILITY

Revuud offers the Site and Site Services for your business purposes only and not for personal, household, or non-commercial use. To register for an Account or use the Site and Site Services, you must, and hereby represent and warrant that you (a) will use the Site and Site Services for lawful business purposes only; (b) will comply with any legal, licensing, registration, or other requirements which apply to you; and (c) you will not use the Site or Site Services for any illegal or fraudulent purposes or in an illegal or fraudulent manner.

Revuud reserves the right to decline a registration to join Revuud or to terminate access or use for any lawful reason.
 
1.3 ACCOUNT PROFILE

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

1.4 ACCOUNT TYPES

You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”)

You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for the classification of your Agency Members as employees or independent contractors and you specifically acknowledge that Revuud makes no representations regarding the appropriateness of such classifications. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

1.5 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your Agency business. By granting other Users permissions under your Account, including as a Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User under your Account. who uses the Account.

1.6  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 Site.  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 Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

2. RELATIONSHIP WITH REVUUD

The Site is a marketplace where businesses (referred to herein as “Clients”) and Freelancers can identify each other and advertise, consider, and engage Freelancer Services online. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own.

Users are solely responsible for ensuring the accuracy and legality of any User Content.  You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Project with another User and for verifying any information about another User, including Composite Information (defined below). Revuud does not make any representations or warranty regarding the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients. You acknowledge, agree, and understand that Revuud does not, in any way, supervise, direct, control, or evaluate Freelancers or their work.

By registering as a Freelancer on the platform, you also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. Freelancers 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 Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iii) As between Freelancer and Revuud, Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Revuud does not set or have any control over Freelancer’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 Freelancer for a Project; (v) Revuud does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Revuud does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Project; and (vi) Revuud does not provide the premises at which Freelancers will perform the work.

2.1 TAXES AND BENEFITS

Freelancer acknowledges and agrees that Freelancer is solely responsible  (a) for all tax liability associated with payments received through the Site, and that Revuud will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Revuud; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer 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 Freelancer Fees 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 Freelancer Fees 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, Freelancer agrees to promptly cooperate with Revuud and provide copies of Freelancer’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 Freelancer is engaging in an independent business as represented to Revuud.

2.2 MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Revuud to publish on their behalf information on the Site about the User, such as feedback, composite feedback, and/or geographical location, identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients 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 Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Revuud post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. 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 Site 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.

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 Site 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.

3. ISSUES RELATING TO RELATIONSHIP BETWEEN CLIENT AND FREELANCER

3.1 COMPENSATION MATTERS

The Site provides a tool for Freelancer’s to record time spent on an applicable Client’s project which Revuud will invoice the Client.  Freelancer acknowledges that Revuud with add a fee on top of Freelancer’s billed hourly time (the “Administrative Fee”) and that Revuud will retain such Administrative Fee paid by the Client (i.e., such Administrative Fee will not be passed through to Freelancer).  Accordingly, Freelancer authorizes Revuud to invoice and collect the amounts billed by Freelancer through the Site and to retain the Administrative Fee before paying through the balance to Freelancer.  Freelancer acknowledges and agree that Freelancer shall be solely responsible for any and all tax liability relating to any payments received and Freelancer agrees to indemnify, defend, and holder Revuud and the applicable Client harmless from any failure to report payments received through the Site or the payment of any applicable taxes.  Freelancer agrees that Client’s contractor or freelancer payment policies shall control the timing of payment of invoices submitted by Revuud and that different Clients may have different policies on such matters.  To the extent Revuud advances payment to Freelancer on any billing that has either not yet been invoiced to a Client or has been invoiced but not yet paid by a Client, Freelancer agrees to repay Revuud any amounts that a Client ultimately disputes or refuses to pay for any reason other than due to Revuud’s negligence or misconduct.  Accordingly, Freelancer acknowledges that a dispute could arise regarding Freelancer’s billed time after Revuud has advanced Freelancer’s funds based on a submitted invoice but before a Client pays Revuud for such invoice.  In such case, Freelancer agrees to use best efforts to resolve any billing or time recording dispute and, further, Freelancer agrees to repay any portion of advanced funds that a Client does not ultimately pay to Revuud.

3.2 CONFIDENTIAL INFORMATION

If and to the extent that the Users do not articulate any different agreement, then they agree that this Section (Confidentiality) applies to each Project agreed to by Users.

To the extent a User provides Confidential Information to the other, the recipient will take all reasonable steps to protect the confidentiality , and avoid the disclosure of, the disclosing party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

3.3 WORK PRODUCT AND INTELLECTUAL PROPERTY RIGHTS

All rights, title, and interest in and to all Work Product and all Intellectual Property Rights in any form which arise from the Freelancer Services are, from the moment of inception or creation, hereby assigned and transferred from Freelance and Revuud exclusively to Client.

3.4 WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Revuud and a User.  

4. WARRANTY DISCLAIMER 

THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. REVUUD MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, 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.

5. LIMITATION OF LIABILITY 

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

• your use of or your inability to use our Site or Site Services;
  delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• 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 Site; 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; OR (B) ANY FEES RETAINED BY REVUUD WITH RESPECT TO ANY PROJECT ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER 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.

6.  RELEASE

In addition to the recognition that Revuud is not a party to any contract between Users, 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, 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 Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

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.

7.  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 Site and the Site Services 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; and (e) 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.

8.  AGREEMENT TERM AND TERMINATION

8.1 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 Site and, unless Revuud and you have agreed to a successor agreement in writing, any use of the Site 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 Site by you after you provide a notice of termination.   In addition, if you attempt to terminate this Agreement while having one or more open Projects, (a)you shall be bound by this Agreement until all open Projects have closed on the Site; (b) Revuud will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; 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 Projects, 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 Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site 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 Revuud or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Revuud’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts 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 SERVICE CONTRACTS 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.

8.2 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 Site. 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.

8.3 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, arbitration, 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.

9. DISPUTES BETWEEN YOU AND REVUUD

9.1 CHOICE OF LAW

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.

10. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between you and Revuud relating to your access and use of the website the subject matter hereof and thereof 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.

11. 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 Site 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.

12. ASSIGNABILITY

User 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 User’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.

13. 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. 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 SITE OUTSIDE THE UNITED STATES

Revuud makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable 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 Site or Site Services, 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 Site or Site Services 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 Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

16. CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive certain records from Revuud or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, 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 to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that 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 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 User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User 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.

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

“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.

“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer 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 User utilizing the Site to seek and/or obtain Freelancer Services from another User.

“Freelancer” means any authorized User utilizing the Site to advertise and/or provide Freelancer Services to Clients, including Freelancer Accounts that are Agency Accounts or, if applicable, Agency Members. A Freelancer is a customer of Revuud with respect to use of the Site and Site services.

“Freelancer Services” means any services provided by Freelancers.

“Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become an User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.

“Site” 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 (defined in the User Agreement).

“Site Services” means, collectively, all services (except the Freelancer Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all Revuud Mobile Applications.

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

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

“You”means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.
 
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 Site and the Site Services. 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 Site or Site Services may be the trademarks of their respective owners.

18.2 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF REVUUD

When you post User Content on the Site or through the Site Services 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 Site and Revuud’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (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 Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site 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 Site by anyone other than Revuud’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. 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 Site 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 Site is on an “as is” and “as available” basis without any warranty for any purpose.

19. COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Revuud is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site 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 Site, 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 SITE USES

Revuud offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. Revuud makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through escrow, and receive and provide Freelancer Services. In addition, certain Visitor Site Services, such as the Revuud Blog and Hiring Headquarters, provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION THAT IS POSTED ON THE SITE 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 SITE USES

You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services 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 Site and Site Services, 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;

• Requesting or demanding free services, including requesting Freelancers to submit work as part of the proposal process for very little or no money or posting contests in which Freelancers submit work with no or very little pay, and only the winning submission is paid the full amount;

• Requesting a fee before allowing a User to submit a proposal;

• Attempting to or actually manipulating or misusing the feedback system, including by:

• withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;

• attempting to coerce another User 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 Site, Site Services or Revuud's proprietary information, including

• Interfering or attempting to interfere with the proper operation of the Site or Site
  Services or any activities conducted on the Site;

• Bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site 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 Site;

• Using any robot, spider, scraper, or other automated means to access the Site 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 Site;

• Collecting or harvesting any personally identifiable information, including Account names, from the Site;

• Attempting to or imposing an unreasonable or disproportionately large load (as determined in Revuud’s sole discretion) on the Site’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 Site 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 Site or any software, firmware, hardware, computer system, or network of Revuud or any third party;

• Accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or

• Framing or linking to the Site or Site Services 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 Site or Site Services unless expressly permitted by applicable law or Revuud; or

• Accessing or using the Site or Site Services 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 Site.

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 Site. Revuud will provide reasonable advance notice of any amendment that includes a substantial change, by posting the updated Terms of Service on the Site, providing notice on the Site, 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”).