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 LEGALLY BIND YOURSELF; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR PAYPAL ACCOUNT IN ACCORDANCE WITH THIS VŪER 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 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES.
THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND IVŪEIT CAN BE BROUGHT (SEE PARAGRAPH 1 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE CLAIMS TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.
This VŪER 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, and/or providing Services (defined below) on or through the Site and/or the App (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 website located at www.IVŪEIT.net, 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 as those may be updated from time to time; (d) “Services” means any service that you sell, offer to sell and/or provide on or through the Site; (e) “Affiliate” or “affiliated entity” means any entity controlled by, in control of, or under common control with IVŪEIT, (f) “Client” means users of IVŪEIT’s Site or App who request Services and to whom you may be referred via the Site or App; (g) “VŪER” means you, if you use the Site or App to be referred to and perform Services for a Client.
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 or App from time to time (collectively, the “Policies” which are hereby incorporated by this reference into, and made part of, this Agreement). With the exception of the Arbitration Provision in Paragraph 1, IVŪEIT reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site or App, at any time, at its sole discretion. You are at all times responsible for reading and understanding each version of this Agreement and the Policies.
YOUR CONTINUED USE OF THE SITE OR APP FOLLOWING IVŪEIT’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES, EXCEPT THAT ANY CHANGES TO THE ARBITRATION PROVISION IN PARAGRAPH 1 WILL REQUIRE YOUR AFFIRMATIVE ACCEPTANCE. 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. Mutual Agreement to Arbitrate
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- THIS AGREEMENT TO ARBITRATE (THE “ARBITRATION PROVISION”) APPLIES TO YOU AND IVŪEIT. PLEASE READ IT CAREFULLY.
- This Mutual Arbitration Provision (“Arbitration Provision”) is between you and IVŪEIT and any of its successors, assigns, parents, subsidiaries, and affiliated entities (“Company”). The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Agreement, which evidences a transaction involving commerce. All disputes covered by this Arbitration Provision shall be decided by a single arbitrator through final and binding arbitration and not by court or jury trial.
- DISCLAIMER OF EMPLOYMENT RELATIONSHIP. You and the Company expressly acknowledge and agree that nothing in this Arbitration Provision, including without limitation, referencing the types of claims covered or not covered by this Arbitration Provision, is intended in any way to create an employment relationship, or imply that you are an employee of the Company. You have no employment relationship with the Company, and are an independent contractor that contracts with the Company to provide the Services for Clients to whom you may be referred.
- Claims Covered by the Arbitration Provision. You and the Company mutually agree to arbitrate, to the fullest extent permitted by controlling applicable law, all claims or controversies, past, present or future, in any way arising out of or related to your relationship with the Company or the Services and/or your use of the Site or App (including, but not limited to, your application to use the Site and/or App), that the Company may have against you or that you may have against the Company, and/or any of its past, present, or future: (i) parents, subsidiaries, affiliates, and d/b/a’s; (ii) officers, directors, members, employees, or agents; (iii) predecessors, successors, or assigns of any of the foregoing; and (iv) Clients. Each of the entities/individuals listed in (i) through (iv) may enforce this Agreement as a direct or third-party beneficiary.
Unless excluded in the “Claims Not Covered By this Arbitration Provision and Limitations on How this Arbitration Provision Applies” section below, this Arbitration Provision applies to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration, including, but not limited to, claims and disputes for breach of a contract or covenant, background checks, trade secrets, unfair competition, compensation, classification, minimum wage, privacy, expense reimbursement, seating, overtime, meal and rest periods, termination, discrimination, retaliation, harassment, wrongful termination, tort claims, common law claims, equitable claims, and all other claims for violation of any federal, state, local or other governmental law, statute, regulation, or ordinance. Additionally, any claims or disputes about your relationship with the Company and/or work and/or services performed in connection with the Company (including, but not limited to, the Services, and/or any other work and/or services directly or indirectly for the benefit of Company or Clients), and/or any alleged employment status with Company, including without limitation any claims that you should be classified as an employee of Company, is arbitrable and covered under this Arbitration Provision.
The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of this Arbitration Provision including, but not limited to any claim that all or any part of this Arbitration Provision is void or voidable. But the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not apply to the Class Action Waiver or California PAGA Individual Action Requirement, each as further described below. Despite any other clause or language in this Arbitration Provision and/or any rules or procedures that might otherwise apply because of this Arbitration Provision, any disputes about the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and/or any claim that all or any portion of the Class Action Waiver or California PAGA Individual Action Requirement is unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator. - Claims Not Covered by This Arbitration Provision and Limitations on How This Arbitration Provision Applies. This Arbitration Provision does not apply to: (i) disputes that cannot be arbitrated or subject to a pre-dispute arbitration agreement under controlling applicable law; and (ii) disputes that may not be subject to a pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (at your election). If any claim(s) not covered under this Arbitration Provision are combined with claims that are covered under this Arbitration Provision, the covered claims will be arbitrated and remain covered under this Arbitration Provision. Additionally, to the maximum extent permitted under applicable law, any claims not covered by this Arbitration Provision shall be stayed in the trial court pending resolution by the Arbitrator of the arbitrable claims in arbitration.
- Further Exclusion. This Arbitration Provision does not apply to any pending claims against the Company in any class and/or collective action lawsuit(s) filed on or before the date you first receive this Arbitration Provision, of which you are currently a class/collective or putative class/collective member, as of the date of your first receipt of this Arbitration Provision (“Pending Claims”); provided, however, if the Pending Claims are covered by a prior or existing agreement to arbitrate that requires individual arbitration of the Pending Claims, that agreement will remain in full force and effect as to those claims and will continue to apply to the Pending Claims (“Pending Claim Exception”). In all other respects, this Arbitration Provision will apply, including, without limitation, if the Pending Claims are dismissed and refiled and/or to any amended or additional claims added to the Pending Claims.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including, without limitation, the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, Occupational Safety and Health Administration, National Labor Relations Board, or law enforcement agencies. Nothing in this Arbitration Provision prevents the investigation by any government agency of any report, claim or charge otherwise covered by this Arbitration Provision. However, the adjudication of such claims or charges shall be arbitrable to the extent permitted under controlling applicable law. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under controlling applicable law before bringing a claim in arbitration. This Arbitration Provision also does not prevent or prohibit you in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse. - Class Action Waiver. The Company and you agree to bring any claim on an individual basis only. Accordingly, there will be no right or authority for any dispute to be brought, heard, decided, or arbitrated as a class, collective, and/or representative action (excluding California PAGA actions, which are addressed below), and the Arbitrator has no authority to hear or preside over any class, collective, and/or representative action (excluding California PAGA actions, which are addressed below) (“Class Action Waiver”). Additionally, no arbitration proceeding under this Arbitration Provision may be consolidated or joined in any way with an arbitration proceeding involving claims by different individuals. The Class Action Waiver shall be severable from this Arbitration Provision if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In that case, the class, collective, and/or representative action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
- California Private Attorneys General Act (“PAGA”) Individual Action Requirement. You and the Company agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by you under PAGA to recover for unpaid wages, civil penalties, or other individual relief must be arbitrated under this Arbitration Provision. You and the Company also agree and stipulate that any non-individual PAGA claims shall be stayed in the trial court, pending a final determination and written decision by the Arbitrator in arbitration with respect to your alleged status as an “aggrieved employee,” and you and the Company agree that the Arbitrator, and not the court, will make this determination. The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person’s or entity’s PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Arbitration Provision if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In that case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in arbitration—but any portion of the PAGA Individual Action Requirement that is enforceable shall be enforced in arbitration.
- Notice of Claims. The Company and you agree that the party initiating the claim must make a written “Request for Arbitration” of any claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law allows for the claim. Written Request for Arbitration to the Company will be sent to legal@ivueit.com. You will be sent any written Request for Arbitration at the email address you provided to the Company in connection with your use of the Site or App. The Request for Arbitration must be signed by the party making the demand for arbitration (you personally or an authorized representative of the Company, as applicable). The Request for Arbitration must identify and describe the nature of all claims asserted and the facts on which such claims are based, and the relief or remedy sought. The Arbitrator will resolve all disputes about the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.
- Cooling Off Period and Informal Settlement Conference. The Company and you mutually agree that after a party initiates the claim by making a written Request for Arbitration to the other, unless otherwise mutually agreed to in writing by both parties, there will be a 30 day “Cooling Off Period”. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss a potential informal resolution of the dispute (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a Company representative must both personally participate; any counsel representing you or the Company also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and the Company agree in writing. The intent of the Cooling Off Period and Informal Settlement Conference is to allow you and the Company a meaningful opportunity to resolve disputes internally. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the parties will commence the Arbitrator selection process pursuant to the Arbitration Procedures Section below. If any aspect of the requirements in this Section has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, an arbitrator or JAMS may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without compliance with the Cooling Off Period and, if requested by either party, the Informal Settlement Conference. If the arbitration is already pending, it shall be administratively closed. Nothing in this Section limits the right of a party to seek damages for non-compliance with the procedures in this Section. Any applicable statute of limitations will be tolled during the Cooling Off Period and during the 30-day period following completion of the Informal Settlement Conference (if requested).
- Representation. Any party may be represented by an attorney. You also acknowledge that you have had a chance to discuss this Arbitration Provision with your private legal counsel and have availed yourself of that opportunity if you wish to do so.
- Discovery and Subpoenas. The Company and you each have the right to depose 3 individual fact witnesses and any expert witness designated by another party. The Company and you also have the right to propound requests for production of documents and interrogatories to the other party. The Arbitrator has exclusive authority to consider and enter orders concerning any issue arising related to the quantity or conduct of discovery. The Company and/or you can petition and/or request that the Arbitrator to allow additional discovery, and additional discovery may be conducted under the parties’ mutual stipulation or as ordered by the Arbitrator. The Company and you shall also have the right to subpoena witnesses and documents for the arbitration, as well as documents relevant to the case from third parties, in accordance with any applicable state or federal law.
- Arbitration Procedures. The arbitration will be held under the auspices of JAMS, and except as provided in this Arbitration Provision, shall be under the then current JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”) (the JAMS Rules are available via the internet at www.jamsadr.com/rules-comprehensive-arbitration/ or by using a service such as Google to search for “JAMS Comprehensive Rules”); provided however, that if there is a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall govern. Unless the parties jointly agree otherwise, the Arbitrator shall be a retired judge from any jurisdiction (“Arbitrator”). Unless the parties jointly agree otherwise, the arbitration will take place in or near the city in which you last performed the Services pursuant to this Agreement.
If JAMS will not administer the arbitration or will not administer the arbitration consistent with this Arbitration Provision, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator, who shall act under this Agreement with the same force and effect as if he or she had been specifically named herein.
The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator. The Arbitrator must apply the substantive federal, state, or local law applicable to the claims asserted. The Arbitrator has jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or by video conference, as the Arbitrator deems necessary. Subject to the JAMS Comprehensive Rules either party may file dispositive motions, including, without limitation, a motion to dismiss and/or a motion for summary judgment and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. A party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure or any similar applicable state law. The Arbitrator shall render an award by written opinion within 30 days from the date the arbitration hearing concludes. The opinion must be in writing and include the factual and legal basis for the award. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
- Mass Arbitration Procedures. You and the Company agree that the JAMS Mass Arbitration Procedures and Guidelines shall apply to any mass arbitration as defined therein.
- Arbitration Fees and Costs. You and the Company will pay the fees and costs of arbitration in accordance with the JAMS Rules and applicable law. However, in all cases where required by law, the Company will pay the costs and fees unique to arbitration, including the Arbitrator’s fees. In the event applicable law requires a different allocation of arbitral fees and costs in order for this Arbitration Provision to be enforceable, then such law will be followed. Each party will pay for its own costs and attorneys’ fees, if any. But if any party prevails on a claim which affords the prevailing party attorneys’ fees or costs, or if there is a written agreement providing for fees or costs, the Arbitrator may award reasonable fees and/or costs to the prevailing party as provided by law. The Arbitrator will resolve any disputes about costs/fees associated with arbitration.
- Entire Agreement. This Arbitration Provision is the complete agreement of the parties on the subject of arbitration of disputes. No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Arbitration Provision, except as specifically set forth in this Arbitration Provision. This Arbitration Provision will survive the termination of the Agreement and the termination of the performance of work and/or the Services. It will also apply upon renewal of performance of the Services pursuant to this Agreement.
- Revocation and Modification This Agreement shall survive the termination of your engagement with IVŪEIT, and this arbitration agreement shall apply to any Claims whether they arise or are asserted durConstruction. Any contractual disclaimers the Company has in any other agreements or policies do not apply to this Arbitration Provision. Except as provided in the Class Action Waiver and California PAGA Individual Action Requirement sections above (which include their own severability provisions), if any provision of this Arbitration Provision is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the rest of the Arbitration Provision. All remaining provisions will remain in full force and effect. If the FAA does not apply to a particular dispute or to one or both parties, the parties stipulate that the arbitration law of the jurisdiction where the arbitration will take place will apply. You and the Company agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Provision. A waiver of one or more provisions of this Arbitration Provision by any party shall not waive the entire Arbitration Provision.
Alternative Jury Trial Waiver, and Court Class and Collective Action Waiver: This Jury Trial Waiver, and Court Class and Collective Action Waiver will only apply (i) if the Arbitration Provision is deemed unenforceable, void, or voidable, and there is no other enforceable agreement to arbitrate between the parties, and/or (ii) to claims and disputes that are not covered under this Arbitration Provision.
//END OF JURY TRIAL AND COURT CLASS AND COLLECTIVE ACTION WAIVER |
02. 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 and a valid email address. You may also be asked to provide demographic information and certain tax information upon request. You agree to provide us with true and accurate information, and to update that information on the Site or the App, to the extent it changes in any way. When registering or updating your information, you are not permitted to 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 Services and this VŪER 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. It is your responsibility to keep your email address updated.
- Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your Site/App password.
03. IVŪEIT’s Role
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- IVŪEIT provides a venue for third-party Clients and third-party VŪERS to be referred to and enter into contracts with one another 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 to the Services. As a VŪER, you use the Site and the App at your own risk. IVŪEIT does not provide training to VŪERs on how to provide Services.
- To perform your Services for the Clients, you agree to submit all work product through the App only. You further agree to provide Clients for whom you perform Services with any information reasonably requested by the Client (including through IVŪEIT) in connection with your performance of such Services.
04. Your Use of the Site and App
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- VŪERS in General. You may only register one time as a VŪER with IVŪEIT. At their discretion, VŪERS may perform Services for any Client in accordance with the specifications submitted by the Client. However, if the Services do not meet the Client’s reasonable satisfaction, IVŪEIT may reject the Services and repost the specific request on behalf of the Client. While this Agreement and other materials may refer to you as a “VŪER,” you understand that you are not delivering the Services under IVŪEIT’s name; instead, you will provide Services to Clients under your own name. You are free to accept or reject any request for Services from any Client for any reason, and IVŪEIT will not impose any penalties on you for any such acceptances or rejections, although it may affect your access to the Site or App if you excessively cancel Services that you previously accepted.
- Non-Exclusivity and Independent Business. This Agreement is not exclusive. You are permitted and encouraged, at all times, to provide services, whether of the same type of work as the Services or not, to any other company or individual, including but not limited to any competing companies and brands of IVŪEIT. You represent that you are customarily engaged in an independently established business or trade providing the same type of work as the Services, including for companies or persons other than Clients pursuant to this Agreement.
- Originality of Work Product. You represent and warrant that (i) any Services you provide, including but not limited to any photographs you may take pursuant to your Services, will be your wholly original work and is not copied in whole or in part from any other work; and (ii) your Services will not defame, disparage, infringe upon, or violate the rights of privacy, publicity, copyright, trademark, or any other intellectual property, statutory or common law rights of any kind of any third party.
- Content Created as Part of Your Services. You agree that the Client will be the exclusive (including with respect to you) owner of all Content you prepare as part of your Services for the Client and will have the unrestricted right to perpetually use and exploit the Content throughout the world. “Content” means all of the results and proceeds of the Services related thereto under this Agreement, including all photographs, film, and recordings produced by you in accordance with this Agreement. You further agree that, to the extent applicable, all Content prepared by you shall constitute a “work made for hire” as contemplated by the United States Copyright Act 17 U.S.C.A. Section 101 et seq., as amended, for the sole and exclusive benefit of the Client. The preceding sentence will not apply in any jurisdiction where such language would be construed as establishing an employment relationship, and nothing in this provision shall be deemed to alter your status as an independent contractor. If the Content is not deemed a “work-made-for-hire” for the Client for any reason, you hereby irrevocably assign or exclusively grant (without the right to the compensation) all right, title and interest, including all intellectual property rights, to such Content to the Client. You hereby waive the benefit of any “moral rights” of authors or any similar law or principle throughout the world. Upon the request of IVŪEIT and/or the Client, you shall promptly take all further actions necessary to assist IVŪEIT and/or the Client apply for, prosecute, register, maintain, perfect, record, or enforce their rights in the Content.
- Independent Contractor Status. As a VŪER you are performing Services for a Client as an independent contractor and not as an employee of the Client or of IVŪEIT. You further acknowledge that this Agreement does not create an association, joint venture, partnership or franchise, or employer/employee relationship between VŪER and any Client, Clients and IVŪEIT or VŪER and IVŪEIT. You further acknowledge that (i) IVŪEIT does not and shall have no right to control, direct, or supervise your performance of the Services, including but not limited to, which Services you agree to perform, as well as the time, manner, and means you perform the Services, and you agree to immediately bring to the attention of IVŪEIT any instance in which you believe this provision is not being adhered to, (ii) you shall furnish, at your own expense, the materials, tools, equipment, supplies, and other resources necessary to perform the Services, (iii) you shall be responsible for any loss or damage to materials, tools, or other articles used or held for use in connection with the Services; (iv) you shall be fully responsible for any taxes arising from the compensation paid by IVŪEIT to you hereunder, (v) you are solely responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall IVŪEIT reimburse you for any such costs or expenses, (vi) you are not entitled to participate in any benefit plans, programs or arrangements which IVŪEIT offers to its employees, and (vii) you may perform the Services at whatever hours and according to whatever terms you set provided you perform the Services to Clients’ satisfaction and meet any deadlines to which you have agreed for completing the Services. While you must comply with the Policies to fulfill your obligations under this Agreement, you acknowledge and agree that such Policies are not employment policies or control over your Services, but instead are only policies, procedures and/or guidelines for use of the Site or App. You further acknowledge that you have no authority to bind, or make any commitments on behalf of IVŪEIT, and each of its respective subsidiaries or affiliates, and shall fully indemnify them with respect thereto.
- Listing and Promotions Generally. As a VŪER, 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 and App (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Site, the App, and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).
- Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by the Client; (iii) decompile, reverse engineer or disassemble the Services, the Site and/or App, except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services, the Site and/or App; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services, Site and/or App; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services the Site and/or App.
- User Requirements and Conduct. The Site and the App are not available for use by persons under the age of 18. You are free to engage your own employees or assistants to better enable you to provide Services. To ensure the safety and integrity of the Services and the App, however, you may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity, without written authorization by IVUEIT. You agree to comply with all applicable laws when providing the Services. If you fail to comply with these Terms (including policies and supplemental terms), you may be denied access to or use of the Site and/or the App. IVŪEIT may charge you a cancellation fee for a transaction that could not be completed because of your failure to comply with these Terms. In certain instances you may be asked to provide proof of identity or other method of identity verification to provide the Services, and you agree that you may be denied access to or use of the Site and/or the App if you refuse to provide proof of identity or other method of identity verification.
- Information and Feedback. As a VŪER, you agree to 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 to track the percentage of your attempted Vues that are successful, and IVŪEIT reserves the right to collect feedback from Clients regarding your performance and to post such feedback on the Site. You may not take any actions that may undermine the integrity of our feedback system. You agree that submission of any information, feedback, data or other materials apart from the contracted-for Content that is created as part of your Services (collectively, “Materials”) is at your own risk, and that neither IVŪEIT, its Affiliates, Clients nor VŪERS have 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. To the extent not contradictory of Section 4(d), 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.
- Customer Service Related to Site and App. IVŪEIT will be responsible for and will have sole discretion regarding all custoUse 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 or other than as contemplated pursuant to this Agreement.
- Copyright. The Site and App, including all information and materials contained therein, are copyrighted and protected by worldwide copyright, trademark and other laws and treaty provisions. You agree to comply with all copyright, trademark and other laws worldwide in your use of the Site and App, 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 this Agreement, IVŪEIT does not grant any express or implied license or third-party right to you with respect to any patent, trademark, copyright or trade secrets of IVŪEIT or of any third party.
- Copyright. The Site and App, including all information and materials contained therein, are copyrighted and protected by worldwide copyright, trademark and other laws and treaty provisions. You agree to comply with all copyright, trademark and other laws worldwide in your use of the Site and App, 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 this Agreement, IVŪEIT does not grant any express or implied license or third-party right to you with respect to any patent, trademark, copyright or trade secrets of IVŪEIT or of any third party.
- Copyright Notice. All Site and App design, text, graphics and the selection and arrangement thereof, are the property of IVŪEIT. You have no right to use any such property for any purpose, and this Agreement does not grant you a license therein
- 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. VŪERS are not permitted to use IVŪEIT Marks without the prior express written consent of the owner of such mark.
- Network Access and Devices. You are responsible for obtaining the data network access necessary to provide the Services. Your mobile network’s data and messaging rates and fees may apply if you access or perform the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. IVŪEIT does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
05. Payment Service
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IVŪEIT, its Affiliates, or authorized third parties will process all payments made 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 pursuant to this Agreement.
- Payment Upon Service Completion. You will be paid the agreed upon fees for each photograph or Client assignment (“Vue”) you submit that complies with the requirements of the Client. Each completed Vue that meets Client requirements will represent a single transaction. VŪER will only be paid for Vues that meet Client requirements, as determined by IVUEIT in its reasonable discretion. Within 72 hours of confirmation that the Vue meets Client requirements, IVŪEIT will provide your payment from the Client for the Services by crediting your digital Vuer Wallet. You may elect to withdraw any funds from your digital Vuer Wallet and have it deposited to your PayPal account. The method of payment will be at the discretion of IVŪEIT1.
- Right to Negotiate Fees and Terms. For each Vue, you have the right to negotiate the fees and terms (including hours of work) of your Services for a Client. You can negotiate these fees and terms by contacting the Client directly or by reaching out to IVŪEIT’s customer support team at legal@ivueit.com. You are always free to accept or reject rates for your Services offered by the Client. IVŪEIT will not make any deductions from your rates, but it reserves the right to charge a fee to Clients for Services in addition to the rates you negotiate with or accept from Clients.
- Authorizations for PayPal Account. You hereby authorize IVŪEIT and its Affiliates, and any third-party agents acting on their behalf, to debit or credit your PayPal Account as applicable: (i) to transfer, disburse or process other payment transactions associated with the Services; and (ii) to settle payment for any fees that may be charged under this Agreement. In the event there is an error in the processing of any transaction described above, you authorize us to initiate debit or credit entries to your PayPal Account or your Payment Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations, and to make any inquiries we consider necessary to validate the error, which may include ordering a credit report, performing credit checks, or verifying the information you provide against third party databases. If we are unable to debit any PayPal Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other ACH-Enabled Bank Account you have (or, in the case of any fees that are owed under this Agreement, to deduct such amounts from the funds in your Payment Account). Your authorizations will remain in full force and effect until we receive written notification from you of any termination. Any termination will become effective as soon as we have had a reasonable amount of time to act on it, but in any event not later than thirty (30) days after written notice of termination is received by us.
- 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 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.
- 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.
1To the extent necessary to comply with applicable law, the “value” of the services performed pursuant to this Agreement is equal to the total amount paid to you for the Services performed pursuant to this Agreement.
06. Compliance with Laws
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- Licenses/Certifications. You certify, represent and warrant that you have and will maintain all licenses, certifications, registrations, permits, authorizations, and insurance necessary to perform the Services, including but not limited to any business licenses or business tax registrations that may be required by federal, state, or local law. You further agree that it is your sole responsibility to determine whether and to what extent any licenses, certifications, permits, registrations, authorization, insurance, 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. YOU ALSO AGREE THAT IVŪEIT AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS, INSURANCE OR FILINGS APPLY TO ANY TRANSACTION OR THE SERVICES.
- Taxes. You agree that it is your responsibility 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 your performance of Services, or your use of the Site or App, or otherwise in connection with any action, inaction or omission of you or any 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. You 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 CONTEMPLATED BY THIS AGREEMENT OR THE SERVICES. In the event that IVŪEIT is required to collect or pay any taxes on your behalf, then VŪER 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 properly levied against IVŪEIT
- Compliance with Laws. The Site and App may be used only for lawful purposes and in a lawful manner. You may not use the Site and App in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Licenses/Certifications above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services. If you have any questions about your obligations to comply with federal, state, and local laws and regulations, you should seek independent legal advice.
- Investigation. 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.
07. 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 your name, address, and data on Vues you have completed for tax purposes. “VŪER Tax Information,” defined as tax identification information of VŪERS, such as a Social Security Number or Employer Identification Number, may be required if requested by IVŪEIT or its Affiliates. VŪER Tax Information is used by IVŪEIT, its Affiliates, or authorized third parties to fill out an appropriate IRS Form 1099, if applicable, to send to applicable VŪERS. You hereby consent to disclosure of VŪER Tax Information, Client Tax Information, and other data as described in this Section 7 and our Privacy Notice.
- Your Use of Data and Communications. You may use information or other data acquired from your use of the Site and/or App solely to the extent necessary for you 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, at the discretion of IVŪEIT. The foregoing does not preclude you from advertising your services generally, or from entering into a direct engagement with a Client for further services separate from the Site or App.
08. Disclaimer of Warranties
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THE SITE, 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 YOUR 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 PRESENTED BY CLIENTS, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS WILL PERFORM AS PROMISED; OR
- ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
09. Indemnity; Limitation of Liability
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- Indemnity and Defense. You will indemnify, defend, and hold harmless IVŪEIT and its Affiliates (and their respective employees, owners, 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 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) your Services and any Content and/or Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services, Content, or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site. IVŪEIT shall have the right, at its option, to control the selection of counsel, and the defense of any such claim.
- 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 YOU IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, 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 USER’S COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF CLIENT ACCESS TO, USE, OR BROWSING OF THE SITE OR USER’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. Representations and Warranties by VŪER.
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- You shall perform the Services referenced herein: (i) with the commercially appropriate degree of skill, diligence, care, prudence and foresight, and (ii) within the rules of and in accordance with professional and industry standards that reasonably and ordinarily can be expected from a skilled and experienced person/service provider engaged in the same type of undertaking;
- Your execution, delivery, and performance of this Agreement has been authorized by all necessary corporate action (if applicable) and is not subject to the consent or approval of any third party;
- You will reasonably cooperate with IVŪEIT in connection with any legal or regulatory review of any kind;
- You, in rendering the Services and in carrying out its other duties under this Agreement, will neither undertake nor cause or permit to be undertaken any activity that to its knowledge is illegal or violates any applicable law, statute, rule or regulation;
- You shall take all precautions necessary when performing Services to ensure the safety of yourself and others around you;
- You agree to maintain insurance as will fully protect both you and the Client from any and all claims under any workers’ compensation act and unemployment insurance laws, and from any and all other claims of whatsoever kind or nature for the damage to property or for personal injury, including death, made by anyone whomsoever, that may arise from Services performed under this Agreement, either by you, any subcontractor authorized to provide Services, or by anyone directly or indirectly engaged or employed by either of them. You are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity. Unless otherwise required by law, you are not entitled to any workers’ compensation benefits. You are obligated to pay federal and state income tax on any moneys paid pursuant to this contract relationship.
11. Termination
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You may at any time elect to stop using the Site or App without notice provided you complete all Vues you have agreed to perform for a Client. In addition, with the exception of the Arbitration Provision contained herein (which shall survive termination of this Agreement), IVŪEIT and you may terminate this Agreement by mutual agreement at any time. IVŪEIT and you shall also have the right to terminate this Agreement without notice for a material breach by the other party. A material breach includes, but is not limited to, that VŪER: (i) has engaged in theft, unsafe practices or behavior, property damage, fraud, abuse, threatening or violent behavior, or discriminatory conduct; (ii) has engaged in excessive cancellations or repeated failures to complete Services to Clients’ satisfaction; (iii) has an inactive account; (iv) has failed to timely complete IRS Form W-9 or other tax or other forms IVŪEIT is required to collect from VŪER; or (v) has failed to comply with its obligations, representations, and/or warranties under this Agreement. IVŪEIT may also remove any Service listings immediately without notice when necessary for the safe and effective operation of the Site or App. Any provision of this Agreement and claims subject to arbitration shall survive termination of this Agreement to the extent necessary in order to give proper effect to their intent.
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 (all of which are incorporated by reference herein to the extent applicable), 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. You 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. Except as may otherwise be set forth in the Arbitration Provision above, 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. We will not be considered to have waived any of our 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 email or will be posted on the Site. We will send notices to you at the email address maintained in our records for you. You must send notices to us at our current email address published on the Site. Email notices are deemed written notices for all purposes for which written notices may be required. Email notices are deemed received the business day after transmission if properly addressed to the intended recipient.
- Force Majeure. 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.
- Governing Law. Except as otherwise provided herein, including with respect to the Arbitration Provision, this Agreement will be governed by and construed in accordance with the laws of the state in which you reside as of the date you accept this Agreement, without regard to the conflicts of laws provisions thereof.
AGREED BY VŪER AND IVŪEIT, LLC
BY CLICKING “I AGREE TO THE ABOVE VŪER AGREEMENT,” YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, REVIEWED, AND THAT YOU AND IVUEIT, LLC AGREE TO AND ARE BOUND BY THE TERMS OF THIS VŪER AGREEMENT (INCLUDING THE ARBITRATION PROVISION). ADDITIONALLY, YOU AGREE TO USE AN ELECTRONIC MEANS OF ACCEPTANCE OF THIS VŪER AGREEMENT. YOU FURTHER UNDERSTAND AND AGREE THAT AN ELECTRONIC ACCEPTANCE IS AS LEGALLY BINDING AS AN INK SIGNATURE.
BY ISSUANCE OF THIS AGREEMENT, THE COMPANY AGREES TO BE BOUND BY THIS AGREEMENT WITHOUT ANY REQUIREMENT TO SIGN THIS AGREEMENT.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES