BY REGISTERING FOR AND USING THE IVUEIT WEBSITE AND APPLICATION, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR PAYPAL ACCOUNT IN ACCORDANCE WITH THIS VUER 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 VUER Agreement (the “Agreement”) is between you and IVUEIT (as defined below) and governs your and IVUEIT’s respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Site (as defined below).
For purposes of this Agreement, (a) “IVUEIT”, “we”, “us” or “our” means IVUEIT, LLC, an Ohio limited liability company, (b) “Site” means the IVUEIT web site located at www.IVUEIT.com, and any successor or replacement website thereto, including all services provided by us to you through the service platform on the Site, (c) “App” means the IVUEIT iPhone or Android app, (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 IVUEIT, (f) “Client” means clients of IVUEIT who request services, if you use the Site to request that a VUER perform Services, (g) “VUER” 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). IVUEIT 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 IVUEIT’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.
- Registration. When you register with the Site or the App, you will be asked to provide us with, at a minimum, your name, a working phone number, 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 to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.
- Accessibility of VUER. During any period in which you have active but uncompleted assignments, you must be readily accessible to IVUEIT by voice or text message via the IVUEIT App at least between 8 a.m. and 9 p.m. in your time zone, and at all times while actively performing an assignment for IVUEIT. You agree to respond to all communications from IVUEIT in a timely and expeditious manner. Nothing in this provision prohibits you from completing work for any other business entity during these periods of time, IVUEIT only seeks clear lines of communication with you during the pendency of an assignment.
- Communication. You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the program described herein and this VUER Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
- Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password.
IVUEIT provides a venue for third-party Clients and third-party VUERS to enter into and complete transactions. IVUEIT and its Affiliates act strictly as a liaison between Clients and VUERS. As a result, we have no control over the quality, safety or legality of the Services, the ability of VUERS 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 VUER. We do not conduct any screening or other verification with respect to Clients or VUERS, nor do we provide any recommendations. As a VUER, you use the Site and the App at your own risk.
- VUERS in General. You may only register once as a VUER with IVUEIT. You may only access your VUER account from one device at any given time. VUERS 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 IVUEIT’s reasonable satisfaction, IVUEIT may reject the Services and repost the specific request on behalf of the Client. VUERS should not contact Clients directly. As a VUER, 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 Service. To the extent any such rights do not vest in Client under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to the Client. As a VUER 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 IVUEIT. 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 IVUEIT; (iii) you will provide Clients for whom you perform Services with any information reasonably requested by them in connection with your performance of such Services; (iv) you are responsible for, and will, comply with all applicable laws 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 VUERS and Clients, Clients and IVUEIT or VUERS and IVUEIT; (vi) VUER shall take all precautions necessary and shall be responsible for the safety of the services hereunder; (vii) all work shall be done at the VUER‘s risk; (viii) in the event of any loss or damage shall result from fire or from other cause, the VUER 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 se in connection with the work; (x) VUER agrees to maintain such insurance as will fully protect both the VUER 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 the VUER, any subcontractor, 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 IVUEIT; (xii) you will not be entitled to any of the benefits that a Client or IVUEIT 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 worker’s compensation benefits 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.
- Acceptance of Assignments. You may accept or not accept any offered assignment. The procedure for accepting an offered assignment is as specified on www. IVUEIT.com in effect at the time the assignment was offered, or by other means provided by IVUEIT, which may from time-to-time be modified without notice. IVUEIT may offer assignments concurrently to others on a first to claim it gets it basis, or on any other basis IVUEIT deems appropriate. IVUEIT may re-assign the work to another contractor after acceptance by you if you fail to process the assignment in an accurate and timely manner. IVUEIT is under no obligation to offer any assignments, or any particular number of assignments, to you, just as you are under no obligation to accept any assignments, or any particular number of assignments.
- Listing and Promotions Generally. As a VUER, 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, IVUEIT will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).
- 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 IVUEIT; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (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; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
- User Requirements and Conduct. The Service is 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 accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services 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 IVUEIT 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 access or use 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 VUER, 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 IVUEIT will implement mechanisms allowing us and others to track your performance of Services and rate your performance as a VUER, and IVUEIT reserves the right to collect feedback regarding your performance and to post such feedback on the Site. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data or other materials (collectively, “Materials”) is at your own risk, and that none of IVUEIT, its Affiliates, Clients or VUERS 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 IVUEIT 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. IVUEIT will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site, App and their features.
- Disputes between Clients and VUERS. Your use of the Site and App is at your own risk. Because IVUEIT acts as a liaison between Clients and VUERS, IVUEIT will be involved in resolving any disputes between participants related to or arising out of the Services or any transaction, only to the level deemed necessary by IVUEIT. All decisions by IVUEIT with respect to any disputes between a Client and VUER will be final and binding on the parties.
- Use of Site and App. You agree that you will use the Site and the App only as contemplated hereby, not for any other purpose, and at all times in compliance with all applicable laws. You acknowledge and agree that IVUEIT is not responsible for your use of the Site or the App in violation of any applicable law.
- Copyright. The Site, including all information and materials contained in it, are copyrighted and protected by worldwide copyright, trademark and other laws and treaty provisions. VUERS agree to comply with all copyright, trademark and other laws worldwide in your use of the Site and to prevent any copying, reproduction, modification, distribution, displaying, performing or transmission in violation thereof or of these terms and conditions. Except as expressly provided in these terms and conditions, IVUEIT does not grant any express or implied license or third-party right to you under any patents, trademarks, copyrights or trade secret information of IVUEIT or of any third party.
- Copyright Notice. All website design, text, graphics and the selection and arrangement thereof, are the property of IVUEIT.
- Trademark and Site Mark Rights. All rights in the product names, company names, trademarks, trade names, site marks, logos, product packaging and designs of IVUEIT or third party products or websites (“IVUEIT Marks”), whether or not appearing in large print or with the trademark symbol, belong exclusively to IVUEIT or their respective owners and are protected under national and international trademark and copyright laws. VUERS are not permitted to use IVUEIT 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 use 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. IVUEIT 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.
- Auto Insurance. VUER agrees, as a condition of doing business with IVUEIT, that during the term of this Agreement, VUER will maintain current insurance, in amounts and of types required by law to provide the Contracted Services, at his/her own expense. VUER acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of VUERS right to receive VŪE Opportunities.
- Identification. VUER agrees, as a condition of doing business with IVUEIT, that during the term of this Agreement, VUER will maintain a valid state Driver’s License.
- Weapons. You are strictly prohibited from carrying any weapons on your person or in your vehicle at any time while on assignment for IVUEIT.
- Entry on Private Property. While on a IVUEIT work assignment, you may enter private property only upon the request of IVUEIT and with the consent of the owner or tenant. You will be responsible for obtaining, confirming, and documenting such consent according to the requirements of each individual assignment. You may not reenter private property associated with a previous assignment unless specifically requested to do so by IVUEIT.
- Dress Code. Vuers are expected to present themselves in a professional manner at all times. This includes both assignments with or without meeting any onsite contacts. By accepting this Vuer Agreement you accept to dress appropriately and professionally to comply with the following, but not limited to, items:
- No visible piercings other than standard earrings;
- No t-shirts, hats, or other clothing items containing offensive verbiage or images;
- No pants or jeans with significant holes and/or tears;
- No pants, skirts, or shorts that are excessively short or that would be deemed inappropriate in a standard work setting;
- No pants worn below the waste line that show undergarments;
- No shirts/blouses or other items that expose inappropriate amounts of skin;
- No tank tops or sleeveless shirt on men
- No sleep ware;
- No inappropriate footwear for a standard work environment (ex: sandals, Crocs, house shoes, slippers);
- No hats worn backwards/sideways or skull caps, stocking caps, du-rags, etc.;
If Vuer fails to comply with these guidelines, they may have Vues removed from them and denied future assignments or removal from the network completely. Attire decisions are completely at Vuer’s discretion, and all clothing worn while completing assignments for iVueit will be provided by the Vuer.
- Background checks. Certain assignment types require a standard background check to complete. Vuers are not required to complete background check to complete all assignments, however, if agreed to Vuer consents to providing all information required by a third-party company in order to obtain a criminal history check. Results of background check may result in exclusion of certain assignments or being removed from the network entirely. IVUEIT will adhere to proper adjudication processes to determine all background checks in question.
- Representations Regarding Harassment, Convictions, and Judgments. You warrant and represent that you will refrain from harassment to any individual on the basis of race, religious creed, color, gender, sexual orientation, gender identity or expression, age, national origin, ancestry, physical disability, mental disability, medical condition, genetic characteristic or information, marital status, pregnancy, childbirth, veteran status, or any other protected category.
You warrant and represent that you have not been convicted of any criminal offense other than minor traffic violations. You warrant and represent that you have never been convicted of a felony involving dishonesty, moral turpitude or a breach of trust. Should such a conviction occur, you shall immediately notify IVUEIT in writing.
All contents of IVUEIT’s IT resources and communications systems are the property of IVUEIT. Therefore, you should have no expectation of privacy whatsoever in any message, files, data, document, facsimile, telephone conversation, social media post, conversation or message, or any other kind of information or communications transmitted to, received or printed from, or stored or recorded on IVUEIT’s electronic information and communications systems.
You are expressly advised that in order to prevent misuse, IVUEIT reserves the right to monitor, intercept, and review, without further notice, your activities using the Company’s IT resources and communications systems, including but not limited to social media postings and activities, and you consent to such monitoring by your acknowledgment of this policy and your use of such resources and systems. This might include, without limitation, the monitoring, interception, accessing, recording, disclosing, inspecting, reviewing, retrieving, and printing of transactions, messages, communications, postings, log-ins, recordings, and other uses of the systems, as well as other network monitoring technologies.
The above material covers specific rules, policies, and contractual obligations that employees must follow in using social media, whether for personal or business purposes, in consideration of their employment. You may be subject to discipline for violations. The following sections of the policy provide VUERS with common sense guidelines and recommendations for using social media responsibly and safely, in the best interests of IVUEIT. These guidelines reflect the “duty of loyalty” all VUERS owe their employers, and are intended to add to, not contradict, limit, or replace, applicable mandatory rules, policies, legal requirements, legal prohibitions, and contractual obligations.
- You are personally responsible for what you communicate in social media. Remember that what you publish might be available to be read by the masses (including the Company itself, future employers, and social acquaintances) for a long time. Keep this in mind before you post contents.
- Make it clear in your social media activity that you are speaking on your own behalf. Never post anonymously to social media sites when your post could be attributed to IVUEIT, its affiliates, customers, clients, business partners, suppliers, vendors, or other stakeholders. Anonymous posts can be traced back to the original sender’s email address, Follow all guidelines in this policy regarding social media postings.
- When you disclose your affiliation as VUER, it is recommended that you also include a disclaimer that your views do not represent those of IVUEIT. For example, consider such language as “the views in this posting reflect my personal views and do not represent the views of IVUEIT”.
- Use good judgment about what you post and remember that anything you say can reflect on IVUEIT, even if you do include a disclaimer. Always strive to be accurate in your communications about IVUEIT and remember that your statements have the potential to result in liability for you or IVUEIT. IVUEIT encourages professionalism and honesty in social media and other communications.
IVUEIT or its Affiliates will process all payments made by Clients to VUERS (the “Payment Service”). Client payments made through the Payment Service are received by IVUEIT or its Affiliates on behalf of VUERS and may be disbursed only in accordance with the terms outlined below.
- Payment Upon Service Completion. Once a VUER has submitted a photograph or assignment (a “Vue”), the Vue will be evaluated by IVUEIT and approved or rejected based on the requirements of IVUEIT and the Client . Each completed Vue will represent a single transaction. VUERS will only be paid for Vues that are accepted and approved by IVUEIT and it is expected that payment will be made within 72 hours after acceptance; provided, however, that payment may be delayed for up to 24 hours. The method of payment will be at the discretion of IVUEIT.
- Authorizations for PayPal Account. You hereby authorize IVUEIT and its Affiliates, and any third-party service VUERS or 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.
- 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 VUER is in violation of this Agreement.
- IVUEIT Liability. IVUEIT (and our Affiliates) act only in the capacity of a payment processor in facilitating the transactions between Clients and VUERS 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 VUERS. We will be entitled to rely on the written instructions of Clients and VUERS 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.
- Taxes. VUERS 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 any request for, or performance of Services, or your use of the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives (“Taxes”) and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You agree to provide IVUEIT and its Affiliates with certain tax information upon request. YOU ALSO AGREE THAT IVUEIT AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.
In the event that IVUEIT is required to collect or pay taxes, then VUER shall pay or reimburse IVUEIT 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 IVUEIT under this Agreement; excluding, however, income taxes on profits which may be levied against IVUEIT.
- Registrations. VUERS agree 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 IVUEIT AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.
- Compliance with Laws. The Site and App may be used only for lawful purposes and in a lawful manner. 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.
- Investigation. IVUEIT has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site and App. IVUEIT 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.
- 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 IVUEIT Affiliates your name, address, and data on Jobs you have completed for tax purposes. “VUER Tax Information” means tax identification information of VUERS, such as a Social Security Number or Employer Identification Number, may be required if requested by IVUEIT or its Affiliates. VUER Tax Information is used to fill out an IRS Form 1099 to send to applicable VUERS. You hereby consent to disclosure of VUER Tax Information, Client Tax Information, and other data as described in this Section 6 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.
- 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 IVUEIT the App or the Site, without IVUEIT’s express prior written consent.
THE SITE AND THE APP, THE PAYMENT SERVICE AND THE SITE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IVUEIT 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 REPRESENTED BY CLIENTS OR VUERS, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR VUERS WILL PERFORM AS PROMISED; OR
- ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
BECAUSE IVUEIT IS NOT INVOLVED IN TRANSACTIONS BETWEEN CLIENTS AND VUERS OR OTHER PARTICIPANT DEALINGS, YOU HEREBY RELEASE IVUEIT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, VUERS, OR OTHER USERS OF THE SITE. FURTHERMORE, AS A VUER, 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 IVUEIT AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL THIRD-PARTY 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 YOUR PERFORMANCE OF THE SERVICES.
- Indemnity and Defense. You will indemnify and hold harmless IVUEIT and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (“Claim”) that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) 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.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IVUEIT 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 IVUEIT’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 IVUEIT 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.
- IVUEIT 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. IVUEIT RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE. IVUEIT 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.
The Site and App is arranged, sponsored, and managed by IVUEIT in the state of Ohio, USA. The laws of the state of Ohio govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in Columbus, Ohio, except that, to the extent you have in any manner violated or threatened to violate IVUEIT’s intellectual property rights, IVUEIT may seek injunctive or other appropriate relief in any state or federal court in the state of Ohio, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Termination and Survival. This Agreement is for no definite period and either party may immediately terminate this Agreement by written notice to the other party. Such termination may be made with or without cause. Nothing in this Agreement shall be construed to promise or guarantee that assignments, or any particular number thereof, will be offered to you.
The following sections shall survive termination of this Agreement: 7. Compliance with Laws, 8. Disclosure of Information; Confidentiality; Privacy, 9. No Warranties, 10. General Release, 11 Indemnity; Limitation of Liability, 12. Applicable Laws; Arbitration, 14. General Provisions; and all others which by their context require survivability in order to render the clear intent of their provisions meaningful and effective.
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 IVUEIT’s standard functionality and further must abide by all applicable IVUEIT Policies, Procedures and Guidelines. IVUEIT, in its sole discretion, may terminate this Agreement, suspend access to the Site, or remove any Service listings immediately without notice for any reason.
- Entire Agreement. This Agreement and the general terms and conditions of the Site and App, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
- Assignment. 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. 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. IVUEIT’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of IVUEIT’s right to subsequently enforce such provision or any other provisions of this Agreement.
- Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Site. 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.
- 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.