752 North State Street Westerville, OH 43082

Client Terms and Conditions

BY REGISTERING FOR AND USING THE IVŪEIT WEBSITE AND APPLICATION, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR PAYPAL ACCOUNT IN ACCORDANCE WITH SECTION 4 OF THIS PARTICIPATION AGREEMENT; AND (4) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF THE PAYMENT SERVICE DESCRIBED IN SECTION 4 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES. This Participation Agreement (the “Agreement”) is between you and IVŪEIT (as defined below) and governs your and IVŪEIT’s respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Site (as defined below).

For purposes of this Agreement, (a) “IVŪEIT”, “we”, “us” or “our” means IVŪEIT , LLC, an Ohio limited liability company, (b) “Site” means the IVŪEIT web site located at www.ivueit.com, and any successor or replacement website thereto, including all services provided by us to you through the service platform on the Site, (c) “App” means the IVŪEIT iPhone or Android app, (d) “Services” means any service that you sell, offer to sell, request, purchase, and/or provide on or through the Site, (e) “Affiliate” means any entity controlled by, in control of, or under common control with IVŪEIT, (f) “Client” means you, if you use the Site to request that a VŪER perform Services.

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the “Policies” which are hereby incorporated by this reference into, and made part of, this Agreement). IVŪEIT reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site and the App at any time, at its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies.

YOUR CONTINUED USE OF THE SITE FOLLOWING IVŪEIT’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), DO NOT CONTINUE TO USE THE SITE OR APP.

01. Registration
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  • Registration. When you register with the Site or the App, you will be asked to provide us with, at a minimum, your name, phone number and a valid email address. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.
  • Communication. You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the program described herein and this Participation Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
  • Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password.
02. IVŪEIT’s Role
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IVŪEIT provides a venue for third-party Clients and third-party VŪERS who are third parties that take photographs and upload them to the site or app (“VŪERS”) to enter into and complete transactions. IVŪEIT and its Affiliates act strictly as a liaison between Clients and VŪERS. As a result, we have no control over the quality, safety or legality of the Services, the ability of VŪERS to provide the Services to Clients’ satisfaction, or the ability of Clients to pay for Services. We are not responsible for the actions of any Client or VŪER. We do not conduct any screening or other verification with respect to Clients or VŪERS, nor do we provide any recommendations. As a Client or a VŪER, you use the Site and the App at your own risk.

03. Your Use of the Site and App
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  • Clients in General. Upon VŪER’s submission of Services as described herein, Clients must pay IVUEIT, who, in turn, pays VŪERS for their Services. As a Client, you agree that upon submission of the Services performed by a VŪER as described herein, payment will be remitted to the VŪER (as described in Section 4 below).  Thereafter, if the Client is not reasonably satisfied with the Services, the Client shall have 72 hours from the time of submission of the Services by the VŪER to reject the Services and initiate IVŪEIT’s dispute resolution process (described in the Policies) to obtain a refund or complete the Vue again.  As a Client, you will be charged a fee for your use of IVŪEIT in connection with each request for Services. Please review the applicable IVŪEIT Fees contained in the Policies for all applicable fees associated with your use of the Site pursuant to this Agreement. All fees are in U.S. dollars unless stated otherwise. The IVŪEIT Fees may vary in the future. You agree to pay the amounts set forth in the IVŪEIT Fees from time to time on the terms set forth herein and therein, and to check the fees and terms each time you use the Site. You acknowledge that VŪERS are agreeing to perform Services for you as independent contractors and not employees. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 6, you should seek independent legal advice. Further, you agree that you will only accept work product from VŪERS that has been submitted through the Site.
  • Listing and Promotions Generally. As a Client, you may not sell, offer for sale, request, purchase, or provide any Service that violates applicable law or is prohibited by the Policies. Notwithstanding any provision of this Agreement, IVŪEIT will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).
  • Information and Feedback. As a Client, you must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that IVŪEIT will implement mechanisms allowing us and others to track your requests for, and the performance of, Services and rate you as a Client, and IVŪEIT reserves the right to collect feedback regarding your performance and to post such feedback on the Site. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data or other materials (collectively, “Materials”) is at your own risk, and that none of IVŪEIT or its Affiliates, has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to IVŪEIT and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, compile, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site. For avoidance of doubt, if you create any tests, specifications, criteria lists or other programs for use on the Site to evaluate or otherwise select VŪERS, they will be considered Materials for purposes of this Agreement and may be used and/or referenced by us or other Clients and VŪERS pursuant to the license granted above.
  • Customer Service. IVŪEIT will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site, App and their features.
  • Disputes between Clients and VŪERS. Your use of the Site and App is at your own risk. Because IVŪEIT acts as a liaison between Clients and VŪERS, IVŪEIT will be involved in resolving any disputes between participants related to or arising out of the Services or any transaction, only to the level deemed necessary by IVŪEIT. All decisions by IVŪEIT with respect to any disputes between a Client and VŪER will be final and binding on the parties.
  • Use of Site and App. You agree that you will use the Site and the App only as contemplated hereby, not for any other purpose, and at all times in compliance with all applicable laws.  You acknowledge and agree that IVŪEIT is not responsible for your use of the Site or the App in violation of any applicable law.
  • Copyright. The Site, including all information and materials contained in it, are copyrighted and protected by worldwide copyright, trademark and other laws and treaty provisions. Clients agree to comply with all copyright, trademark and other laws worldwide in your use of the Site and to prevent any copying, reproduction, modification, distribution, displaying, performing or transmission in violation thereof or of these terms and conditions. Except as expressly provided in these terms and conditions, IVŪEIT does not grant any express or implied license or third-party right to you under any patents, trademarks, copyrights or trade secret information of IVŪEIT or of any third party.
  • Copyright Notice. All website design, text, graphics and the selection and arrangement thereof, are the property of IVŪEIT.
  • Trademark and Site Mark Rights. All rights in the product names, company names, trademarks, trade names, site marks, logos, product packaging and designs of IVŪEIT or third party products or websites (“IVŪEIT Marks”), whether or not appearing in large print or with the trademark symbol, belong exclusively to IVŪEIT or their respective owners and are protected under national and international trademark and copyright laws. Clients are not permitted to use IVŪEIT Marks without the prior express written consent of the owner of such mark.
4. Payment Service
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IVŪEIT or its Affiliates will process all fees owed by by Clients to VŪERS (the “Payment Service”). Client payments made through the Payment Service are received by IVŪEIT or its Affiliates on behalf of VŪERS and may be disbursed only in accordance with the terms outlined below.

  • Payment Upon Service Completion. Once a VŪER has submitted a photograph or assignment (a “Vue”), the Client will be billed monthly upon submission of the Services by the VŪER.  Each completed Vue will represent a single transaction.  A refund/credit may be given only if the Client follows the dispute resolution process referred to above.
  • IVŪEIT Liability. IVŪEIT (and our Affiliates) act only in the capacity of a payment processor in facilitating the transactions between Clients and VŪERS and are not otherwise involved in the actual transactions. We will only be responsible for initiating purchases of Vues and the transfers or disbursements at the direction of Clients and VŪERS. We will be entitled to rely on the written instructions of Clients and VŪERS without any further inquiry or liability whatsoever. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to,
    • If any system or equipment was not working properly and you knew or had been advised about the breakdown before you initiated the transaction;
    • If circumstances beyond our control (such as, but not limited to, power outages, fire, flood, mechanical or systems failure) prevent the proper execution of the transaction, despite reasonable precautions we have taken;
    • If your transaction is intercepted by legal process or other encumbrances restricting transfer, or your participation in the Site has been terminated or suspended for security purposes;
    • If we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorized; or
    • If you have not provided us with correct, current and complete payment information.
  • Statements and Account Balances. All purchase of any Vues, making payments to a VŪER or other payment transaction occurring with respect to a Payment Account will be reflected on the Site. In addition, you may access your transaction information (your “Activity History”) online in the “Clients,” (or equivalent) areas of the Site at any time. You may access this feature only with a browser that is compatible with the Service, including any security features that are part of the Service.
  • Transaction Errors. If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.
05. Compliance with Laws
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  • Taxes. Clients agree that it is their responsibility in conjunction with a VŪER to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or performance of Services, or your use of the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives (“Taxes”) and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. Clients agree to provide IVŪEIT and its Affiliates with certain tax information upon request. YOU ALSO AGREE THAT IVŪEIT AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.

    In the event that IVŪEIT is required to collect or pay taxes, then Client shall pay or reimburse IVŪEIT for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by IVŪEIT under this Agreement; excluding, however, income taxes on profits which may be levied against IVŪEIT.

  • Registrations. Clients agree that it is their responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services (“Permits”). CLIENTS ALSO AGREE THAT IVŪEIT AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.
  • Compliance with Laws. The Site and App may be used only for lawful purposes and in a lawful manner. Clients may not use the Site and App in any manner that violates any applicable law or governmental regulation. In addition to Client obligations with respect to Taxes and Permits above, Clients agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.
  • Investigation. IVŪEIT has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site and App. IVŪEIT may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate including, without limitation, the deletion of content or Materials.
06. Disclosure of Information; Confidentiality; Privacy
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  • Our Use of Data and Communications. Our Privacy Notice and this Agreement describe our collection, use, and disclosure of information associated with the Site and App, including how we handle personal information. In addition to the disclosures described in our Privacy Notice, we may disclose to IVŪEIT Affiliates Client’s name, address, and data on Jobs you have completed for tax purposes.
  • Your Use of Data and Communications. Clients may use information or other data acquired from their use of the Site and/ or App solely to the extent necessary for them to use the Site and/or App and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited  e-mail or spamming,  harassment, invasion of privacy, or otherwise objectionable conduct.
  • Press Releases and Public Disclosures. Clients may generally publicize your use of the Site; however, Clients may not issue any press release or make any public announcement with respect to IVŪEIT the App or the Site, without IVŪEIT’s express prior written consent.
07. No Warranties
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THE SITE AND THE APP, THE PAYMENT SERVICE AND THE SITE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IVŪEIT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

  • ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
  • THAT THE SITE AND APP, THE PAYMENT SERVICE OR THE SITE SERVICES WILL MEET CLIENTS REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;
  • THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE AND APP WILL BE AS REPRESENTED BY CLIENTS OR VŪERS, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR VŪERS WILL PERFORM AS PROMISED; OR
  • ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
08. General Release
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BECAUSE IVŪEIT IS NOT INVOLVED IN TRANSACTIONS BETWEEN CLIENTS AND VŪERS OR OTHER PARTICIPANT DEALINGS, CLIENTS HEREBY RELEASE IVŪEIT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, VŪERS, OR OTHER USERS OF THE SITE.

09. Indemnity; Limitation of Liability
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  • Indemnity and Defense. Client will indemnify and hold harmless IVŪEIT and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (“Claim”) that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) the Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any Services or Materials; and/or (iii) any party’s failure to comply with any applicable laws and regulations in connection with your use of the Site.
  • Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IVŪEIT AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APP, THE PAYMENT SERVICE, THE SITE SERVICES, THE INABILITY TO USE THE SITE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IVŪEIT’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY IVŪEIT IN CONNECTION WITH CLIENT’S REQUEST FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
  • IVŪEIT DOES NOT ASSUME ANY RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGE TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT ANY CLIENT’S COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF CLIEMT ACCESS TO, USE, OR BROWSING OF THE SITE OR CLIENT’S DOWNLOADING OF ANY MATERIALS FROM THE SITE. THE MATERIALS INCLUDED IN THE SITE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. IVŪEIT RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. IVŪEIT MAY MAKE ANY OTHER CHANGES TO THE SITE, THE MATERIALS AND THE PRODUCTS, PROGRAMS, SERVICES OR PRICES (IF ANY) DESCRIBED IN THE SITE AT ANY TIME WITHOUT NOTICE.
10. Applicable Law; Arbitration
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The Site and App is arranged, sponsored, and managed by IVŪEIT in the state of Ohio, USA. The laws of the state of Ohio govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Clients agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in Columbus, Ohio, except that, to the extent Client has in any manner violated or threatened to violate IVŪEIT’s intellectual property rights, IVŪEIT may seek injunctive or other appropriate relief in any state or federal court in the state of Ohio, and Client consents to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

11. Termination
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Client may at any time elect to stop using the Site and App, provided that in discontinuing any Site or App activities, Client must use IVŪEIT’s standard functionality and further must abide by all applicable IVŪEIT Policies, Procedures and Guidelines. IVŪEIT, in its sole discretion, may terminate this Agreement, suspend access to the Site, or remove any Service listings immediately without notice for any reason.

12. General Provisions
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  • Entire Agreement. This Agreement and the general terms and conditions of the Site and App, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
  • Assignment. Client may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns.
  • Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
  • No Waiver. IVŪEIT will not be considered to have waived any of IVŪEIT’s rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. IVŪEIT’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of IVŪEIT’s right to subsequently enforce such provision or any other provisions of this Agreement.
  • Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. IVŪEIT will send notices to you at the e-mail address maintained in our records for you. Client must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.
  • Force Majeure. Except for the payment of fees, if the performance of any part of this Agreement by any party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, pandemic or any other causes beyond the control of any party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
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