Invite Contract Instructions
Effective January 8, 2019
If a Client and a Seller enter into this Invite Contract, these Invite Contract Instructions (“viuble Instructions”) apply. These viuble Instructions govern viuble e-wallet Accounts.
To the extent permitted by applicable law, we may modify these viuble Instructions without prior notice to you, and any revisions to these viuble Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
These viuble Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these viuble Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
By clicking to fund your viuble e-wallet (a “Funding Approval”) or to accept an Invite Contract, Client and Seller are deemed to have executed these viuble Instructions electronically, effective on the date Seller clicks to accept the engagement. Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these viuble Instructions. All references to the viuble in these viuble Instructions will include the initial Funding Approval and any additional Funding Approval for a Invite Contract.
Client and Seller irrevocably authorize and instruct viuble Inc. (“viuble“) to release applicable amounts of the Invite Contract viuble Account (each amount, a “Release”) to their Seller Viuble Account or Client Viuble Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable viuble Account in accordance with Seller’s or Client’s instructions, as applicable, these viuble Instructions, and the other Terms of Service.
2.1 RELEASE CONDITIONS
As used in these viuble Instructions, “Release Condition” means any of the following:
On the occurrence of a Release Condition, Client and Seller are deemed to and hereby agree that the instruction to viuble and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to viuble and its wholly owned subsidiaries to pay a Seller is irrevocable. Such instruction is Client’s authorization to transfer funds to Seller from the Client viuble Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Seller, viuble will transfer funds to the Seller and that viuble, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once viuble or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.
To be fair to Clients and Sellers, viuble has a procedure for Invite Contracts that appear Dormant for up to 5 days after the Invite Contract was created. If neither Seller nor Client take any action for 5 days after the creation of Invite Contract, Seller and Client agree that viuble is authorized and irrevocably instructed to immediately release viuble funds to Client.
Client and Seller are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in viuble, Client or Seller can cancel the contract at any time by clicking to close the contract. If funds are held in viuble, refunds and cancellations must be initiated by Client or Seller by following the steps below.
5.1 CANCELLATION BY SELLER
If Seller wants to cancel a contract with funds held in viuble, Seller must click to close the contract. When Seller clicks to close the contract, Seller and Client agree that viuble is authorized and irrevocably instructed to immediately release to Client all viuble funds associated with the contract.
5.2 CANCELLATION BY CLIENT
If Client wants to cancel a contract with funds held in viuble, Client must click to close the contract. Seller must click to approve or cancel the Client’s cancelation request. If Seller approves the cancellation, Seller and Client agree that viuble is authorized and irrevocably instructed to immediately release to Client all viuble funds associated with the contract. If Seller is using the Site on a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website or application, Seller must dispute the Client’s cancellation via support ticket. If Seller takes no action within 5 days from the date notification of the cancellation is sent to Seller, Seller and Client agree that viuble is authorized and irrevocably instructed to immediately release to Client all viuble funds associated with the contract. If Seller cancels the cancellation, Seller and Client will be offered viuble Dispute Assistance (as defined in Section 6).
viuble will first attempt to assist Client and Seller by reviewing the Dispute and proposing a mutual, non-binding resolution.
6.1 LIMITATIONS PERIOD
If Seller rejects all of the Client's and viuble's proposed, non-binding resolutions, for an unresolved Dispute, then Client and Seller will be deemed to have irrevocably authorized and instructed viuble to, and viuble will, release all funds in the Invite Contract viuble Account to Client.
All notices to a User required by these viuble Instructions will be made via email sent by viuble to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with viuble, for checking their email and for responding to notices sent by viuble to the User’s registered email address.
All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, and viuble will have the right to take any other action, including suspension or termination of your Account, and any other legal action as viuble deems appropriate in its sole discretion.
viuble, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if viuble believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Invite Contracts that existed prior to termination will be subject to the Terms of Service.
PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
Subject to the conditions set forth herein, viuble may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. viuble will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by viuble, viuble will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.2 ACCOUNT ELIGIBILITY
viuble offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Selling Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 CLIENT ACCOUNT
You can register for an Account to use the Site and Site Services as a Client (a “Client Account”).
1.4.1 Seller Account
You can register for an Account to use the Site and Site Services as a Seller (a “Seller Account”).
You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that the Agency may determine the pricing/rate information of any of its Agency Members.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to access an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create or use an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Invite Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, viuble may close any or all related Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on viuble. You authorize viuble, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
1.7 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize viuble to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
Section 2 discusses what viuble does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Invite Contract with a Seller or Client, as detailed below.
The Site is a marketplace where Clients and Sellers can identify each other and advertise, buy, and sell Services or products online. Subject to the Terms of Service, viuble provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Invite Contracts, and assisting Users in resolving disputes which may arise in connection with those Invite Contracts. When a User enters a Invite Contract, the User uses the Site to invoice and pay any amounts owed under the Invite Contract.
2.1 RELATIONSHIP WITH viuble
viuble merely makes the Site and Site Services available to enable Sellers and Clients to find and transact directly with each other. viuble does not introduce Sellers to Clients, find Projects for Sellers, or find Sellers for Clients. Through the Site and Site Services, Sellers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Sellers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Seller on their own. If Users decide to enter into a Invite Contract, the Invite Contract is directly between the Users and viuble is not a party to that Invite Contract.
You acknowledge, agree, and understand that viuble is not a party to the relationship or any dealings between Client and Seller. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Invite Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Invite Contracts, (d) performing Seller Services, or (e) paying for Invite Contracts or Seller Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Invite Contract with another User and for verifying any information about another User, including (defined below). viuble does not make any representations about or guarantee the truth or accuracy of any Seller’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Sellers or Clients; and does not vet or otherwise perform background checks on Sellers or Clients. You acknowledge, agree, and understand that viuble does not, in any way, supervise, direct, control, or evaluate Sellers or their work and is not responsible for any Project, Project terms or Work Product. viuble makes no representations about and does not guarantee, and you agree not to hold viuble responsible for, the quality, safety, or legality of Seller Services; the qualifications, background, or identities of Users; the ability of Sellers to deliver Seller Services; the ability of Clients to pay for Seller Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Seller to actually complete a transaction.
You also acknowledge, agree, and understand that Sellers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Seller Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of viuble, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) viuble will not have any liability or obligations under or related to Invite Contracts and/or Seller Services for any acts or omissions by you or other Users; (iii) viuble does not, in any way, supervise, direct, or control any Seller or Seller Services; does not impose quality standards or a deadline for completion of any Seller Services; and does not dictate the performance, methods or process Seller uses to perform services; (iv) Seller is free to determine when and if to perform Seller Services, including the days worked and time periods of work, and viuble does not set or have any control over Seller’s pricing, work hours, work schedules, or work location, nor is viuble involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Seller for a Project; (v) Seller will be paid at such times and amounts as agreed with a Client in a given Invite Contract, and viuble does not, in any way, provide or guarantee Seller a regular salary or any minimum, regular payment; (vi) viuble does not provide Sellers with training or any equipment, labor, tools, or materials related to any Invite Contract; and (vii) viuble does not provide the premises at which Sellers will perform the work. Sellers are free to use subcontractors or employees to perform Seller Services and may delegate work on Invite contracts or by agreeing with their Clients to have contracts for Seller’s subcontractor(s) or employee(s). If a Seller uses subcontractors or employees, Seller further agrees and acknowledges that this paragraph applies to viuble’s relationship, if any, with Seller’s subcontractors and employees as well and Seller is solely responsible for Seller’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) viuble is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of viuble, and viuble does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) viuble does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) viuble does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) viuble does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Invite Contract; (y) viuble does not provide the premises at which the Agency or Agency Members will perform the work; and (z) viuble makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and viuble disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Seller acknowledges and agrees that Seller is solely responsible (a) for all tax liability associated with payments received from Seller’s Clients and through viuble, and that viuble will not withhold any taxes from payments to Seller; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Seller is not covered by or eligible for any insurance from viuble; (c) for determining whether Seller is required by applicable law to issue any particular invoices for the Seller Fees and for issuing any invoices so required; (d) for determining whether Seller is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Seller Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of Canada, for determining if viuble is required by applicable law to withhold any amount of the Seller Fees and for notifying viuble of any such requirement and indemnifying viuble for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of viuble, Seller agrees to promptly cooperate with viuble and provide copies of Seller’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Seller is engaging in an independent business as represented to viuble.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request viuble to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Sellers or Clients voluntarily submit to viuble and does not constitute and will not be construed as an introduction, endorsement, or recommendation by viuble; viuble provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that viuble post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Rate, wherever referenced, and other User Content highlighted by viuble on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that viuble will make Composite Information available to other Users, including composite or compiled feedback. viuble provides its feedback system as a means through which Users can share their opinions of other Users publicly, and viuble does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
viuble does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. viuble is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, viuble reserves the right (but is under no obligation) to remove posted feedback or information that, in viuble’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of viuble. You acknowledge and agree that you will notify viuble of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, viuble may rely on the accuracy of such information.
Section 3 discusses the relationship you may decide to enter into with another User, including Invite Contracts between Users, as detailed below.
3.1 INVITE CONTRACTS
If a Client and Seller decide to enter into a Invite Contract, the Invite Contract is a contractual relationship directly between the Client and Seller. Client and Seller have complete discretion both with regard to whether to enter into a Invite Contract with each other and with regard to the terms of any Invite Contract. You acknowledge, agree, and understand that viuble is not a party to any Invite Contracts, that the formation of a Invite Contract between Users will not, under any circumstance, create an employment or other service relationship between viuble and any Seller or a partnership or joint venture between viuble and any User.
With respect to any Invite Contract, Clients and Sellers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand viuble’s rights and obligations under the Terms of Service, including this Agreement and the applicable Invite Contract Instructions.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Sellers, you agree to abide by the dispute process that is explained in the Invite Contract Instructions that apply to your particular Invite Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that viuble will not and is not obligated to provide any dispute assistance beyond what is provided in the Invite Contract Instructions.
If Seller or Client intends to obtain an order from any arbitrator or any court that might direct viuble, or our Affiliates to take or refrain from taking any action with respect to a viuble Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting viuble, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
3.4 THIRD-PARTY BENEFICIARIES
It is the intent of the Parties to this Agreement that Users who have entered into Invite Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
Section 4 discusses what you agree to concerning whether a Seller is an employee or independent contractor and when you agree to use viuble Payroll, as detailed below.
4.1 WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between viuble and a User.
Client is solely responsible for and has complete discretion with regard to selection of any Seller for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Sellers should be engaged as independent contractors or employees of Client and engaging them accordingly; viuble will have no input into, or involvement in, worker classification as between Client and Seller and Users agree that viuble has no involvement in and will have no liability arising from or relating to the classification of a Seller generally or with regard to a particular Project.
Section 5 describes what fees you agree to pay to viuble in exchange for viuble providing the Site and Site Services to you and what taxes viuble may collect, as detailed below.
5.1 SERVICE FEES FOR SELLERS
Sellers pay viuble a small $0.97+1.3% Service Fee (as defined in this Section 5.1) for the use of the Site. viuble charges this service fee to Sellers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Seller. When a Client pays a Seller for a Project or when funds related to a Project are otherwise released to a Seller as required by the applicable Invite Contract Instructions (See Section 6.1), viuble Inc. will credit the Seller viuble account for the full amount paid or released, and then subtract and disburse to viuble the Service Fee. Seller hereby irrevocably authorizes and instructs viuble to deduct the Service Fee from the Seller Account and pay viuble on Seller’s behalf.
Section 6 discusses your agreement to pay Seller Service Fees on Invite Contracts, and describes how viuble’s Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
6.1 viuble SERVICES
viuble provides e-wallet services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to viuble.
6.1.1 PAYMENT AGREEMENTS AND INVITE CONTRACT INSTRUCTIONS
viuble account will use and release funds deposited in an viuble account only in accordance with this Agreement and the applicable Invite Contract Instructions. You acknowledge and agree that viuble account acts merely as an Internet e-wallet agent. viuble account has fully delivered the e-wallet Services to you if viuble account provides the e-wallet Services described in this Agreement and the applicable Invite Contract Instructions. viuble account is only obligated to perform those duties expressly described in this Agreement and any applicable Invite Contract Instructions. If you authorize or instruct viuble account to release or make a payment of funds from an viuble account associated with you, viuble account may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Invite Contract Instructions. In addition, viuble account may release or pay funds from an viuble account as required by applicable law.
If Users choose Invite compensation, then the Users agree that they will be bound by, and viuble account will follow, the Invite Contract Instructions.
6.1.2 viuble ACCOUNTS
viuble account will use and release funds deposited in an viuble account only in accordance with this Agreement and the applicable Invite Contract Instructions. Depending on your needs and the applicable Invite Contract Instructions, viuble account will establish and maintain viuble accounts, subject to the applicable Invite Contract Instructions:
6.1.3 SELLER APPOINTMENT OF viuble ACCOUNT AND SUBSIDIARIES AS AGENT
If you are a Seller and you request payment or the release of funds from a Invite Contract account, you hereby appoint viuble account and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Seller viuble account as applicable. Because viuble account is Seller’s agent, Seller must, and hereby does, fully discharge and credit Seller’s Client for all payments and releases that viuble account receives on Seller’s behalf from or on behalf of such Client.
6.1.4 TITLE TO FUNDS
viuble, viuble account and our Affiliates are not banks. viuble account transactions maintain that all viuble account funds are safely used under applicable laws and regulations. viuble account will not voluntarily make funds deposited in the viuble e-wallet account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. viuble account holds only legal title to, and not any equitable interest in, the viuble e-wallet account and any funds deposited therein. This Agreement is supplementary to the Invite Contract and to any other agreement between Client and Seller concerning the Invite Contract.
6.1.5 NO INTEREST
You agree that you will not receive interest or other earnings on the funds held in your viuble account. viuble, viuble account, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
6.1.6 INVITE CONTRACT AGENT DUTIES
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Invite Contract Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Invite Contract Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Seller, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Seller in accordance with this Agreement or the applicable Invite Contract Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any viuble account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Invite Contract Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Invite Contract Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the viuble account until we are directed otherwise in writing by Client and Seller or by a final order or judgment of an arbitrator or court of competent jurisdiction.
6.1.7 INVITE CONTRACT AGENT RIGHT
We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the viuble account with a court of competent jurisdiction, and to resolve any dispute between Client and Seller related to the viuble account. Any provision of this Agreement and the applicable Invite Contract Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the viuble account with a court of competent jurisdiction. Any corporation or association into which viuble account may be merged or converted or with which viuble account may be consolidated, or any corporation or association to which all or substantially all the e-wallet business of viuble account may be transferred will succeed to all the rights and obligations of viuble account as e-wallet holder and e-wallet agent under this Agreement and the applicable Invite Contract Instructions without further act to the extent permitted by applicable law.
6.2 CLIENT PAYMENTS ON INVITE CONTRACTS
Seller will invoice client through viuble, and Client will pay invoices consistent with the Invite Contract Instructions. For Invite Contracts, Client becomes obligated to fund e-wallet immediately upon sending a Invite Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional Invite Contract.
Client acknowledges and agrees that Invite Contracts failure to decline or dispute for a request for payment is an authorization and instruction to release payment, as described more fully in the applicable Invite Contract Instructions. When Client authorizes the payment of the Seller Fees for a Invite Contract on the Site, Client automatically and irrevocably authorizes and instructs viuble account to charge Client’s Payment Method for the Seller Fees. When Client approves an Invite Contract, Client automatically and irrevocably authorizes and instructs viuble account to charge Client’s Payment Method for the Seller Fees.
6.3 DISBURSEMENTS TO SELLERS
Under the relevant Invite Contract Instructions, viuble account disburses funds that are available and payable to a Seller upon Seller’s request. A Seller can request disbursement of available funds any time on a one-time basis. If Seller does not request a disbursement, viuble will automatically disburse available funds no more than 5 days after the Seller Fees are released to the Seller viuble account, unless the amount in the viuble account is less than the Minimum Threshold. When the funds in the Seller viuble account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Seller’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 5 days after the funds are available in the Seller viuble account.
Notwithstanding any other provision of the Terms of Service or the Invite Contract Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, viuble account may refuse to process or may hold the disbursement of the Seller Fees and take such other actions with respect to the viuble account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, viuble account, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Seller Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Seller’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Seller Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Seller Fees is no longer necessary, viuble account will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Invite Contract Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Seller, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing viuble account to (and viuble account will have the right to) charge the applicable viuble account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
If Client is in “default”, meaning the Client fails to pay the Seller Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of viuble), viuble will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Seller Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by viuble within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by viuble for Seller Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, viuble may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Invite Contracts, or obtain any additional Seller Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay viuble upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
viuble or viuble account, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by viuble or viuble account for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
6.5 NO RETURN OF FUNDS
Client acknowledges and agrees that viuble account will charge Client’s designated Payment Method for the Seller Fees incurred as described in the applicable Invite Contract Instructions and that once viuble account charges or debits the Client’s designated Payment Method for the Seller Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Seller Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that viuble or viuble account may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
6.6 PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
Payment Methods will be charged by viuble account in most countries.
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on viuble; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, viuble is not liable to any User if viuble does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. viuble will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Invite Contract Instructions.
6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that viuble, viuble account, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either viuble, viuble account, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, viuble account or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. viuble, viuble account, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. viuble, viuble account, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the viuble account.
Section 7 discusses your agreement to make and receive payments only through viuble for five years from the date you first meet your Client or Seller on the Site, unless you pay an Opt-Out-Fee, as detailed below.
7.1 MAKING PAYMENTS THROUGH viuble
You acknowledge and agree that a substantial portion of the compensation viuble receives for making the Site available to you is collected through the Service Fee described in Section 5.1. viuble only receives this Service Fee when a Client and a Seller pay and receive payment through the Site. Therefore, for 5 years from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “viuble Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
You agree to notify viuble immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to viuble by sending an email message to: email@example.com.
If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
7.2 OPTING OUT
You may opt-out of the obligation in Section 7.1 with respect to each viuble Relationship only if the Client or prospective Client or Seller pays viuble an opt-out fee for each such relationship (the “Opt-Out Fee”).
The Opt-Out Fee is computed as follows:
(a) You agree that the fee shall be $3,500 in order to Opt-Out of such relationship with viuble site of using viuble e-wallet Invite Contracts on the site.
To pay the Opt-Out Fee, you must request instructions by sending an email message to firstname.lastname@example.org
If viuble determines, in its sole discretion, that you have violated Section 7, viuble or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of viuble’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
Section 8 discusses your agreement to make and keep all required records, as detailed below.
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to viuble upon request. Nothing in this subsection requires or will be construed as requiring viuble to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Invite Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on viuble’s part to store, backup, retain, or grant access to any information or data for any period.
Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. viuble MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, viuble DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST viuble WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
Section 10 discusses your agreement that viuble usually will not have to pay you damages relating to your use of the Site and Site Services.
viuble is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
ADDITIONALLY, IN NO EVENT WILL viuble, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF viuble, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT BE HELD RESPONSIBLE FOR ANY FEES RETAINED BY viuble WITH RESPECT TO INVITE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR SELLER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES PROVINCES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that viuble is not a party to any contract between Users, you hereby release viuble, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Seller Services provided to Client by a Seller and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Invite Contract Instructions.
Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless viuble, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Invite Contract entered into by you or your agents, including, but not limited to, the classification of a Seller as an independent contractor; the classification of viuble as an employer or joint employer of Seller; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
Section 13 discusses your and viuble’s agreement about when and how long this Agreement will last, when and how either you or viuble can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and viuble expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to email@example.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. viuble is not a party to any Invite Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Invite Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct viuble to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) viuble will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Invite Contracts, whichever is later, to viuble for any Site Services or such other amounts owed under the Terms of Service and to any Sellers for any Seller Services.
Without limiting viuble’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or viuble or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without viuble’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Invite Contracts with you. You therefore agree as follows: IF viuble DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, viuble HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO INVITE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT viuble WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
13.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which viuble will have no liability whatsoever. viuble, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or viuble from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
Section 14 discusses your agreement with viuble and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the Canada, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and viuble or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, viuble, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with viuble (including without limitation any claimed employment with viuble or one of our Affiliates or successors), the termination of your relationship with viuble, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Invite Contract, e-wallet payments or agreements, any payments or monies you claim are due to you from viuble or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment.
14.2 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and viuble agree to first notify each other of the Claim. You agree to notify viuble of the Claim by email to firstname.lastname@example.org, and viuble agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and viuble then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or viuble, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and viuble will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
14.3 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with viuble ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the viuble Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason arbitration is not administered, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
This Arbitration Provision does not apply to litigation between viuble and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.3, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and viuble agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
14.4.3. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 14 by notifying viuble in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to viuble that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to email@example.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 14.4.3, continuing your relationship with viuble constitutes mutual acceptance of the terms of this Arbitration Provision by you and viuble. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
14.4.4. Enforcement of this Arbitration Provision.
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. You and viuble agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
Section 15 discusses additional terms of the agreement between you and viuble, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
15.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and viuble relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though viuble drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or viuble because of the authorship of any provision of the Terms of Service.
15.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon viuble unless in a written instrument signed by a duly authorized representative of viuble or posted on the Site by viuble. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without viuble’s prior written consent in the form of a written instrument signed by a duly authorized representative of viuble. viuble may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
15.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
15.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
15.7 ACCESS OF THE SITE OUTSIDE OF CANADA
viuble makes no representations that the Site is appropriate or available for use outside of Canada. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, state, and local laws and regulations, including, but not limited to, export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving Canada origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to Canada or other sovereign country sanctions or embargoes; or (c) an individual, or otherwise ineligible to receive items subject to Canada export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
15.8 CONSENT TO USE ELECTRONIC RECORDS
Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Seller or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“viuble account” means Client viuble account, Seller viuble account, or Invite viuble account.
“Invite Contract” means a Invite Contract for which Client is charged a fixed fee agreed between a Client and a Seller, prior to the commencement of a Invite Contract, for the completion of all Seller Services contracted by Client for such Invite Contract.
“Seller Fees” means the fixed fee agreed between a Client and a Seller; and (c) any bonuses or other payments made by a Client to a Seller.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to viuble, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as viuble may accept from time to time in our sole discretion.
“Project” means an engagement for Seller Services that a Seller provides to a Client under a Invite Contract on the Site.
“Invite Contract” means, as applicable, (a) the contractual provisions between a Client and a Seller governing the Seller Services to be performed by a Seller for Client for a Project; or (b) if you use viuble Payroll, the contractual provisions between Seller and the Staffing Provider for the provision of services to Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“viuble App” means the online platform accessed using viuble’s downloaded application or other software that enables chat, and screenshot sharing with other Users.
“Work Product” means any tangible or intangible results or deliverables that Seller agrees to create for, or actually delivers to, Client as a result of performing the Seller Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.