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VUER Terms and Conditions

VUER 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 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 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” means any entity controlled by, in control of, or under common control with IVŪEIT, (f) “Client” means clients of IVŪEIT who request Services, via the Site or App; (g) “VŪER” means you, if you use the Site or App to 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). 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. 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 OR APP 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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    1. 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.
    2. 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.
    3. Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your Site/App password. You may not disclose your password to any third party and are solely responsible for any use of or action taken under your password on the Site or the App. 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 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 to the Services. As 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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    1. VŪERS in General. You may only register one time as a VŪER with IVŪEIT. You may only access your VŪER account from one device at any given time. 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 or IVŪEIT’s reasonable satisfaction, IVŪEIT may reject the Services and repost the specific request on behalf of the Client. VŪERS should not contact Clients directly.
    2. Ownership of Work Product.  As a VŪER, the Client for whom you provide Services is your client, and as such, you agree that the work product of any Services you perform is deemed a “work made for hire” for the benefit of the Client, and all ownership rights, including worldwide intellectual property rights, will vest with the Client immediately upon your performance of the Services. To the extent any such rights do not vest in Client under applicable law, you hereby assign or exclusively grant (without the right to the compensation) all right, title and interest, including all intellectual property rights, to such work product to the Client.
    3. Independent Contractor Status.  As a VŪER you are performing Services for a Client in your personal capacity as an independent contractor and not as an employee of the Client or of IVŪEIT. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to complete the Services; (ii) you will submit all work product through the App only, and not directly to a Client, or to IVŪEIT; (iii) you will provide Clients for whom you perform Services with any information reasonably requested by IVŪEIT or the Client in connection with your performance of such Services; (iv) you are responsible for, and will, comply with all applicable laws, tax, and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (v) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between VŪERS and Clients, Clients and IVŪEIT or VŪERS and IVŪEIT; (vi) VŪER  shall take all precautions necessary and shall be responsible for their own and others’ safety regarding the Services ; (vii)  all work shall be done at the VŪER‘s risk; (viii) in the event of any loss or damage to property as a result of the Services, you shall promptly repair such damage or replace such loss free from all expenses to the Client; (ix) 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; (x)  You agree to maintain such insurance as will fully protect both you and the Client from any and all claims under any workers’ compensation act and unemployment liability 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; (xi) you will not represent yourself as an employee or agent of a Client or IVŪEIT; (xii) you will not be entitled to any of the benefits that a Client or IVŪEIT may make available to their respective employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; and (xiii) you are not eligible to recover workers compensation benefits from IVŪEIT or a Client in the event of injury. If you have any questions about your obligations to comply with local laws and regulations, you should seek independent legal advice.
    4. 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).
    5. 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 IVŪEIT; (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.
    6. User Requirements and Conduct.  The Site and the App are not available for use by persons under the age of 18.  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. You agree to comply with all applicable laws when  providing the Services, and you may only when providing the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). When you provide the Services, you may not cause nuisance, annoyance, inconvenience, or property damage, whether to the Client or any other party. 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 and 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.
    7. Information and Feedback. As a VŪER, 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 performance of Services and rate your performance as a VŪER, 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 our 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, its Affiliates, Clients or VŪERS 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.
    8. 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.
    9. 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 only be involved in resolving any disputes between participants related to or arising out of the Services or any transaction, as deemed necessary and appropriate by IVŪEIT.  All decisions by IVŪEIT with respect to any disputes between a Client and VŪER will be final and binding on the parties, and you agree to abide by such determination.
    10. 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 or other than as contemplated pursuant to this Agreement.
    11. 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.
    12. 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
    13. 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.
    14. 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.
    15. Auto Insurance.    VŪER agrees, as a condition of doing business with IVŪEIT, that during the term of this Agreement, VŪER will maintain current auto insurance coverage, in amounts and of types required by law to provide the   Services, at his/her own expense. VŪER acknowledges that failure to secure or maintain satisfactory auto insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement.
    16. Identification.   VŪER agrees, as a condition of doing business with IVŪEIT, that during the term of this Agreement, VŪER will maintain a valid state Driver’s License.
04. Payment Service
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IVŪEIT or its Affiliates 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.

    1. Payment Upon Service Completion.  When you submit a photograph or assignment (a “Vue”), the Vue will be evaluated by IVŪEIT and either approved or rejected based on the requirements of IVŪEIT and the Client.  Each completed Vue will represent a single transaction.  VŪERS will only be paid for Vues that are accepted and approved by IVŪEIT and payment will be made within 72 hours after acceptance.  The method of payment will be at the discretion of IVŪEIT.
    2. 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.
    3. Restrictions and Limitations. We reserve the right to terminate or suspend any Payment Account, transfer or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a Client or VŪER is in violation of this Agreement.
    4. 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:
      1. If any system or equipment was not working properly and you knew or had been advised about the breakdown before you initiated the transaction;
      2. 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;
      3. 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;
      4. If we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorized; or
      5. If you have not provided us with correct, current and complete payment information.
    5. 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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    1. 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 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. 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.

    1. Registrations.  VŪER agrees that it is your 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”). YOU ALSO AGREE THAT IVŪEIT AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION OR THE SERVICES.
    2. 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 Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.
    3. 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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    1. 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” means 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 to fill out an IRS Form 1099 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 6 and our Privacy Notice. 
    2. 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.
    3. Press Releases and Public Disclosures. You may generally publicize your use of the Site; however, you 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. 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:

    1. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;
    2. 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;
    3. 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
    4. 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 ANY OTHER PARTICIPANT DEALINGS, YOU HEREBY RELEASE IVŪEIT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, OWNERS, 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.  FURTHERMORE, AS A VŪER, YOU ACKNOWLEDGE AND AGREE THAT, BY UNDERTAKING TO PERFORM SERVICES HEREUNDER, YOU ASSUME ALL RISK OF AND TAKE FULL RESPONSIBILITY FOR YOUR ACTS AND OMISSIONS IN PERFORMING THE SERVICES, AND YOU HEREBY RELEASE IVŪEIT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR PERFORMANCE OF THE SERVICES.

09. Indemnity; Limitation of Liability
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    1. Indemnity and Defense. You will indemnify 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 (“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) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.
    2. 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 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.
    3. 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 CLIEMT 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. Mutual Agreement to Arbitrate
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    1. PLEASE READ THIS AGREEMENT TO ARBITRATE CAREFULLY.  You and IVUEIT understand that, absent this arbitration agreement, you and IVUEIT would have the right to sue each other in court, and the right to a jury trial, but, by this arbitration agreement, give up that right and agree to resolve by arbitration any and all grievances directly or indirectly related to the Agreement or the Services that you have performed, or will perform pursuant to the Agreement.  You and IVUEIT both agree to waive our respective rights to a jury trial and/or to bring a claim on a class, collective, or representative basis, except as stated below.  Important details and the applicable procedures for the arbitration are described below.  
    2. Claims Subject to Arbitration.  Except as expressly set forth in this Agreement, both IVUEIT and you mutually consent to resolve by final and binding arbitration any and all disputes, claims, or controversies of any kind or nature arising out of or relating to: (1) the Agreement; (2) Services you perform, have performed, will perform, or consider performing pursuant to the Agreement; or (3) out of any actual or potential work relationship between you and IVUEIT and which:
      1. You may have against IVUEIT; or
      2. ii.IVUEIT may have against you.

The disputes, claims, or controversies subject to arbitration are collectively called “Claims”.  The Claims subject to arbitration include, but are not limited to:

  1. i.any Claims by you arising from, related to, or in connection with:
        1. the Services and your performance thereof;
        2. the Agreement;
        3. the Agreement’s enforcement or interpretation because of an alleged breach, default, or misrepresentation in connection with any of its provisions;
        4. any federal, state, or local law or regulation prohibiting discrimination, harassment, or retaliation based on race, color, religion, national origin, sex, age, disability, or any other condition or characteristic protected by law;
        5. any alleged breach of contract or covenant, whether express or implied;
        6. any alleged violation of any federal, state, local, or other constitution, statute, ordinance, regulation, common law, or public policy;
        7. any dispute regarding compensation or payment; and/or
        8. any personal, emotional, physical, economic, property, or any other injury, loss, or harm.
      2. ii.any Claims that IVUEIT may have against you, including, without limitation, any alleged trade secret violations.
      3. iii.In the event you elect to pursue any Claim for sexual assault or sexual harassment, as defined in the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, in court notwithstanding this Agreement, you agree that all other Claims shall be severed from the sexual assault or sexual harassment Claims and shall remain subject to arbitration pursuant to this Agreement to the fullest extent permitted by law.  Further, with respect to any such sexual assault or sexual harassment claim that you elect to pursue in court, you and IVUEIT hereby agree to waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to such claims.
    1. Claims Not Subject to Arbitration.  This Agreement does not apply to any Claims by you: (a) for state Workers’ Compensation benefits; (b) for unemployment insurance benefits filed with the appropriate government entity;  (c) arising under a benefit plan where the plan expressly specifies a separate arbitration procedure; (d) arising under the National Labor Relations Act and filed through a charge with the National Labor Relations Board; or (e) which are otherwise expressly prohibited by law from being subject to arbitration under this arbitration agreement, provided such prohibition is not preempted under the Federal Arbitration Act or any other federal law.  This arbitration agreement does not preclude filing an administrative charge or complaint with the appropriate government entity if such filing is protected or required by law.  However, to the full extent permitted by law, any Claims seeking monetary relief must be asserted in arbitration pursuant to this arbitration agreement.

Notwithstanding any other provision in this Agreement, you and IVUEIT agree that either party may seek provisional remedies, including a temporary restraining order or preliminary injunction, in a federal or state court with proper jurisdiction if the award to which the applicant for provisional relief may be entitled to in arbitration may be rendered ineffectual without provisional relief.  The Parties agree that a party’s pursuit of provisional remedies will not constitute a waiver of the party’s right to submit or to compel any dispute to arbitration and shall not render the compulsory arbitration provisions of this Agreement unenforceable.

    1. Third Party Beneficiaries.  You and IVUEIT recognize that Claims may arise involving parties other than parties to this Agreement and desire to resolve all such Claims pursuant to this Agreement for efficiency purposes, to avoid multiple proceedings, and to avoid inconsistent rulings, among other benefits. Thus, to the fullest extent permitted by law, third party beneficiaries of this Agreement shall include, as applicable, your and IVUEIT’s past, present, and future agents, employees, officers, directors, owners, members, parent companies, and subsidiaries.
    2. Class, Collective, and Representative Action Waivers.  To the fullest extent permitted by law, and notwithstanding anything else in this Agreement, you and IVUEIT agree that any Claims brought by IVUEIT, by you, or on your behalf shall be decided by the arbitrator on an individual basis and not on a class, collective, or representative basis.  Accordingly, class, collective, and representative actions are not permitted under this arbitration agreement.  The arbitrator shall not have the authority or jurisdiction to hear the arbitration as a class, collective, or representative action or to join or consolidate causes of action of different parties into one proceeding.  To the fullest extent permitted by law, IVUEIT and you agree that IVUEIT and you have waived, to the maximum extent possible, any rights to bring or participate in class, collective, or representative actions with respect to any Claims.  Notwithstanding the foregoing, if you engage or previously engaged in services for IVUEIT in California, you do not waive the right to bring California Private Attorneys General Act (“PAGA”) claims, but such PAGA claims shall be arbitrated hereunder on an individual basis (not combined with any PAGA claims based on violations suffered by or alleged to be suffered by any other individuals) to the fullest extent permissible.  However, should the law change permitting the waiver through arbitration of any right to bring PAGA claims on a collective basis, this Agreement shall waive such rights.
    3. Procedure.  Any arbitration will be filed and conducted by either AAA or JAMS.  The party defending the dispute filed by the other party will decide whether AAA or JAMS will be the arbitration service provider.  Depending on the arbitration service provider selected, the arbitration shall be held at the closest office of JAMS or AAA to where you provide or provided services or at a location mutually agreed to by the parties to the arbitration.  Depending on the arbitration service provider selected, the arbitration will be conducted pursuant to either the applicable JAMS Arbitration Rules and Procedures, including but not limited to the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Rules”) or AAA Arbitration Rules and Mediation Procedures, including but not limited to AAA Mass Arbitration Supplementary Rules (“AAA Rules”), in effect in effect at the time the demand for arbitration is filed, except as modified by this arbitration agreement.  You understand that you may obtain a copy of the most current rules by JAMS and AAA by visiting their respective websites, currently located at and, or by sending a written request to matt.lyons@ivueit.com. If AAA and JAMS are both unable or unwilling to accept the matter for any reason, the Federal Arbitration Act’s provisions governing appointment of an arbitrator (currently located at 9 U.S.C. § 5) shall apply and the appointed arbitrator shall apply the then-current AAA Rules or JAMS Rules, unless otherwise agreed to by the parties to the arbitration and as modified by this arbitration agreement. Arbitration shall be initiated, and all Claims shall be decided, by a single, neutral arbitrator. The parties agree that the arbitration proceedings described in this arbitration agreement are to be treated as confidential, and that the parties will act to protect the confidentiality of the proceedings.   
    4. Form of Arbitration Demand.  Any demand for arbitration shall be filed individually, separate from any other individual’s demand for arbitration.  It shall not be permissible to combine the demands of multiple individuals into a single demand.  A demand for arbitration shall state with particularity the factual and legal basis for each Claim.  Every demand for arbitration shall be accompanied by an express written and signed authorization by the claimant to bring the arbitration demand.  The claimant’s signature on the authorization shall be by hand in ink, and not an electronic signature.
    5. Discovery and Motions.  The parties to the arbitration shall be entitled to conduct reasonable discovery, including third-party subpoenas, and the arbitrator shall have the authority to determine what constitutes reasonable discovery.  The arbitrator will have the authority to hear and grant motions, including but not limited to motions for summary judgment and summary adjudication.
    6. Remedies.  The arbitrator may award any form of remedy or relief (including injunctive relief) that would otherwise be available in court and any such form of remedy or relief awarded must comply with applicable state and federal law.
    7. Decision.  The arbitrator shall issue a written and signed decision within thirty (30) days of the deadline for submission of post-hearing briefs.  This decision shall be final and binding and shall contain the essential findings of fact and conclusions of law on which the decision is based.  Judgment upon the award may be entered, and enforcement may be sought, in any court of competent jurisdiction.
    8. Arbitration Fees and Costs.  To the extent required by law, IVUEIT shall bear all reasonable and necessary fees and costs of the arbitration forum that you would not otherwise be required to bear if the Claims were brought in court.  In all other circumstances, IVUEIT and you will each pay its or your pro rata share of the fees and costs of the arbitration forum.  The parties shall be responsible for their own attorneys’ fees and costs, except that the arbitrator shall have the authority to award attorneys’ fees and costs to the prevailing party in accordance with the substantive law governing the Claims.  Any controversy regarding the payment of fees and costs under this arbitration agreement shall be decided by the arbitrator.
    9. Law Governing Claims.  The arbitrator shall apply the substantive federal, state, and/or local law of where you are/were engaged to provide services, as applicable, to any Claims and defenses asserted by the parties to the arbitration.
    10. Law Governing This Arbitration Agreement.  The Federal Arbitration Act shall provide the procedural and substantive governing law for the interpretation and enforcement of this Agreement, and for review for legal error, confirmation, correction or vacatur of the arbitrator’s final award made pursuant to this Agreement. To the extent permitted by law, the applicable state procedural law governing arbitration (such as the California Arbitration Act) shall not apply, including California Code of Civil Procedure Section 1281.2(c).
    11. Determination of Arbitrability.  To the fullest extent permitted by law, the arbitrator shall have the exclusive authority and jurisdiction to resolve any issues relating to the formation, validity, or enforceability of this Agreement; and whether a Claim is subject to arbitration under this Agreement.
    12. Independent Contractor Relationship.  This Agreement does not in any way alter your status as an independent contractor of IVUEIT, and this arbitration agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and IVUEIT for any purpose. This Agreement shall not be used as evidence that an employment relationship exists or previously existed between you and IVUEIT.
    13. Revocation and Modification.  This Agreement shall survive the termination of your engagement with IVUEIT, and this arbitration agreement shall apply to any Claims whether they arise or are asserted during or after termination of that relationship.
    14. Superseding Agreement.  This Agreement expressly supersedes any previous arbitration agreement to which you may have been a party concerning the Claims.  Any Claims asserted or to be asserted shall be governed by this Agreement and not any previously applicable arbitration agreement.
    15. Reformation and Severability.  If any clause or provision of this Agreement is declared void or unenforceable by any tribunal, then such clause or provision shall be modified or, if modification is not possible, stricken to the extent necessary to allow enforcement of this Agreement, and the remaining provisions shall remain in full force and effect.  However, in no event shall the arbitrator hear any Claims as class, collective, or representative actions, even if Section 10e  of this Agreement, or any clause or provision contained therein, is adjudged void or is otherwise unenforceable.  In other words, if one or more of the class, collective, and/or representative action waivers in Section 10e are found to be unenforceable, the specific type of waiver(s) found to be unenforceable shall be stricken from this Agreement and the respective action(s) that were the subject of the stricken waiver(s) shall be heard and determined through an appropriate court proceeding, and not in arbitration.   All remaining Claims shall proceed in individual arbitration.

VUER Initials:___________

By placing your initials here, you represent and warrant that you have fully read and understand the Mutual Agreement to Arbitrate described in Section 10 above.

11. Termination
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You may at any time elect to stop using the Site and App, provided that in discontinuing any Site or App activities, you must use IVŪEIT’s standard functionality requirements 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. Any provision of this Agreement 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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    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You 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.
    6. 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.